Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Title of 12(b) Security | Ordinary shares, par value €0.07 per share |
Trading Symbol | NLSN |
Security Exchange Name | NYSE |
Entity Registrant Name | Nielsen Holdings plc |
Entity Central Index Key | 0001492633 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Tax Identification Number | 98-1225347 |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity File Number | 001-35042 |
Entity Address, Address Line One | 85 Broad Street |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10004 |
City Area Code | 646 |
Local Phone Number | 654-5000 |
Entity Interactive Data Current | Yes |
Entity Incorporation, State or Country Code | X0 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Common Stock, Shares Outstanding | 356,475,591 |
Other Address | |
Document Information [Line Items] | |
Entity Address, Address Line One | Nielsen House |
Entity Address, City or Town | Oxford |
Entity Address, Postal Zip Code | OX4 2WB |
City Area Code | 646 |
Local Phone Number | 654-5000 |
Entity Address, Address Line Two | John Smith Drive |
Entity Address, Country | GB |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 1,559 | $ 1,563 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 721 | 695 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 515 | 480 |
Depreciation and amortization | 214 | 179 |
Restructuring charges | 11 | 35 |
Operating income/(loss) | 98 | 174 |
Interest income | 1 | 2 |
Interest expense | (94) | (99) |
Foreign currency exchange transaction gains/(losses), net | (6) | (3) |
Other income/(expense), net | (1) | 5 |
Income/(loss) from continuing operations before income taxes | (2) | 79 |
Benefit/(provision) for income taxes | (11) | (32) |
Net income/(loss) | (13) | 47 |
Net income/(loss) attributable to noncontrolling interests | 5 | 4 |
Net income/(loss) attributable to Nielsen shareholders | $ (18) | $ 43 |
Net income/(loss) per share of common stock, basic | ||
Net income/(loss) attributable to Nielsen shareholders | $ (0.05) | $ 0.12 |
Net income/(loss) per share of common stock, diluted | ||
Net income/(loss) attributable to Nielsen shareholders | $ (0.05) | $ 0.12 |
Weighted-average shares of common stock outstanding, basic | 356,389,022 | 355,444,756 |
Dilutive shares of common stock | 912,327 | |
Weighted-average shares of common stock outstanding, diluted | 356,389,022 | 356,357,083 |
Dividends declared per common share | $ 0.06 | $ 0.35 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income/(loss) | $ (13) | $ 47 | |
Other comprehensive income/(loss), net of tax | |||
Foreign currency translation adjustments | [1] | (104) | 11 |
Changes in the fair value of cash flow hedges | [2] | (33) | (9) |
Defined benefit pension plan adjustments | [3] | 4 | 4 |
Total other comprehensive income/(loss) | (133) | 6 | |
Total comprehensive income/(loss) | (146) | 53 | |
Less: comprehensive income/(loss) attributable to noncontrolling interests | (3) | 4 | |
Total comprehensive income/(loss) attributable to Nielsen shareholders | $ (143) | $ 49 | |
[1] | Net of tax of $ | ||
[2] | Net of tax of $12 million and $3 million for the three months ended March 31, 2020 and 2019, respectively | ||
[3] | Net of tax of $ (1) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments, tax | $ (3) | $ (4) |
Changes in the fair value of cash flow hedges, tax | 12 | 3 |
Defined benefit pension plan adjustments, tax | $ (1) | $ (1) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 359 | $ 454 |
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $34 and $28 as of March 31, 2020 and December 31, 2019, respectively | 1,182 | 1,103 |
Prepaid expenses and other current assets | 473 | 420 |
Total current assets | 2,014 | 1,977 |
Non-current assets | ||
Property, plant and equipment, net | 426 | 466 |
Operating lease right-of-use asset | 378 | 393 |
Goodwill | 5,979 | 5,993 |
Other intangible assets, net | 4,806 | 4,881 |
Deferred tax assets | 267 | 276 |
Other non-current assets | 323 | 333 |
Total assets | 14,193 | 14,319 |
Current liabilities | ||
Accounts payable and other current liabilities | 1,077 | 1,182 |
Deferred revenues | 402 | 345 |
Income tax liabilities | 35 | 60 |
Current portion of long-term debt, finance lease obligations and short-term borrowings | 1,054 | 914 |
Total current liabilities | 2,568 | 2,501 |
Non-current liabilities | ||
Long-term debt and finance lease obligations | 7,359 | 7,395 |
Deferred tax liabilities | 1,031 | 1,052 |
Operating lease liabilities | 363 | 370 |
Other non-current liabilities | 641 | 613 |
Total liabilities | 11,962 | 11,931 |
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; 356,487,712 and 356,158,879 shares issued and 356,475,591 and 356,149,883 shares outstanding at March 31, 2020 and December 31, 2019, respectively | 32 | 32 |
Additional paid-in capital | 4,370 | 4,378 |
Retained earnings/(accumulated deficit) | (1,228) | (1,210) |
Accumulated other comprehensive loss, net of income taxes | (1,130) | (1,005) |
Total Nielsen shareholders’ equity | 2,044 | 2,195 |
Noncontrolling interests | 187 | 193 |
Total equity | 2,231 | 2,388 |
Total liabilities and equity | $ 14,193 | $ 14,319 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) $ in Millions | Mar. 31, 2020USD ($)shares | Mar. 31, 2020€ / shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019€ / shares |
Statement Of Financial Position [Abstract] | ||||
Trade and other receivables, allowances for doubtful accounts and sales returns | $ | $ 34 | $ 28 | ||
Common stock, par value | € / shares | € 0.07 | € 0.07 | ||
Common stock, shares authorized | 1,185,800,000 | 1,185,800,000 | ||
Common stock, shares issued | 356,487,712 | 356,158,879 | ||
Common stock, shares outstanding | 356,475,591 | 356,149,883 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net income/(loss) | $ (13) | $ 47 |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | ||
Share-based compensation expense | 16 | 15 |
Currency exchange rate differences on financial transactions and other (gains)/losses | 7 | (2) |
Depreciation and amortization | 214 | 179 |
Changes in operating assets and liabilities, net of effect of businesses acquired and divested: | ||
Trade and other receivables, net | (107) | (115) |
Prepaid expenses and other assets | (13) | (50) |
Accounts payable and other current liabilities and deferred revenues | (92) | (130) |
Other non-current liabilities | (20) | (21) |
Interest payable | 44 | 44 |
Income taxes | (41) | (10) |
Net cash provided by/(used in ) operating activities | (5) | (43) |
Investing Activities | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (27) | (59) |
Additions to property, plant and equipment and other assets | (4) | (30) |
Additions to intangible assets | (108) | (92) |
Other investing activities | (3) | 1 |
Net cash used in investing activities | (142) | (180) |
Financing Activities | ||
Net borrowings under revolving credit facility | 135 | 263 |
Repayment of debt | (14) | (14) |
Cash dividends paid to shareholders | (21) | (124) |
Activity from share-based compensation plans | (4) | (3) |
Proceeds from employee stock purchase plan | 1 | 1 |
Finance leases | (11) | (16) |
Other financing activities | (4) | (3) |
Net cash provided by/(used in) financing activities | 82 | 104 |
Effect of exchange-rate changes on cash and cash equivalents | (30) | (3) |
Net increase/(decrease) in cash and cash equivalents | (95) | (122) |
Cash and cash equivalents at beginning of period | 454 | 524 |
Cash and cash equivalents at end of period | 359 | 402 |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | (52) | (42) |
Cash paid for interest, net of amounts capitalized | $ (50) | $ (55) |
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, 2018 | $ 3,043 | $ 32 | $ 4,720 | $ (795) | $ (779) | $ 11 | $ (342) | $ 2,847 | $ 196 | |
Net income/(loss) | 47 | 43 | 43 | 4 | ||||||
Currency translation adjustments, net of tax | 11 | [1] | 11 | 11 | ||||||
Cash flow hedges, net of tax | (9) | [2] | (9) | (9) | ||||||
Unrealized gain on pension liability, net of tax | 4 | [3] | 4 | 4 | ||||||
Employee stock purchase plan | 1 | 1 | 1 | |||||||
Capital contribution by non-controlling partner | 2 | 2 | ||||||||
Dividends to shareholders | (127) | (124) | (124) | (3) | ||||||
Common stock activity from share-based compensation plans | (3) | (3) | (3) | |||||||
Share-based compensation expense | 20 | 20 | 20 | |||||||
Balance at Mar. 31, 2019 | 2,989 | 32 | 4,614 | (752) | (768) | 2 | (338) | 2,790 | 199 | |
Balance at Dec. 31, 2019 | 2,388 | 32 | 4,378 | (1,210) | (776) | (19) | (210) | 2,195 | 193 | |
Net income/(loss) | (13) | (18) | (18) | 5 | ||||||
Currency translation adjustments, net of tax | (104) | [1] | (96) | (96) | (8) | |||||
Cash flow hedges, net of tax | (33) | [2] | (33) | (33) | ||||||
Unrealized gain on pension liability, net of tax | 4 | [3] | 4 | 4 | ||||||
Employee stock purchase plan | 1 | 1 | 1 | |||||||
Dividends to shareholders | (24) | (21) | (21) | (3) | ||||||
Common stock activity from share-based compensation plans | (4) | (4) | (4) | |||||||
Share-based compensation expense | 16 | 16 | 16 | |||||||
Balance at Mar. 31, 2020 | $ 2,231 | $ 32 | $ 4,370 | $ (1,228) | $ (872) | $ (52) | $ (206) | $ 2,044 | $ 187 | |
[1] | Net of tax of $ | |||||||||
[2] | Net of tax of $12 million and $3 million for the three months ended March 31, 2020 and 2019, respectively | |||||||||
[3] | Net of tax of $ (1) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||
Currency translation adjustments, tax | $ (3) | $ (4) |
Defined benefit pension plan adjustments, tax | (1) | (1) |
Cash flow hedges, tax | $ 12 | $ 3 |
Background and Basis of Present
Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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 measurement and data analytics company that provides the most complete and trusted view available of consumers and markets worldwide. The company’s approach marries proprietary Nielsen 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. Nielsen is divided into two business units: Nielsen Global Media (“Media”) and Nielsen Global Connect (“Connect”). Media, the arbiter of truth for media markets, provides media and advertising clients with unbiased and reliable metrics that create the shared understanding of the industry required for markets to function. Media helps clients to define exactly who they want to reach, as well as optimize the outcomes they can achieve. The company's cross-platform measurement strategy brings together the best of TV and digital measurement to ensure a more functional marketplace for the industry. Connect provides consumer packaged goods manufacturers and retailers with accurate, actionable information and a complete picture of the complex and changing marketplace that brands need to innovate and grow their businesses. Connect provides data and builds tools that use predictive models to turn observations in the marketplace into business decisions and winning solutions. The business's data and insights, combined with the only open, cloud native measurement and analytics platform that democratizes the power of data, continue to provide an essential foundation that makes markets possible in the rapidly evolving world of commerce. On November 7, 2019, Nielsen announced its plan to spin-off the company's Global Connect business, creating two independent, publicly traded companies -- the Global Media business and the Global Connect business. Nielsen has operations in over 100 countries , with its 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, 2019. 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 March 31, 2020 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 9,432,848 and 4,446,733 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 March 31, 2020 and 2019, 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. Effective January 1, 2020, the Company adopted ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. Prior to the adoption, an estimate of the allowance for doubtful accounts was made when collection of the full amount was no longer probable (incurred loss) or returns were expected. Subsequent to the adoption, as noted in Note 2, the allowance for doubtful accounts is made when collection of the full amounts is no longer probable by also incorporating reasonable and supportable forecasts (expected loss) . During the three months ended March 31, 2020, Nielsen sold $59 million of accounts receivable to third parties and recorded an immaterial loss on the sale to interest expense, net in the condensed consolidated statement of operations. As of March 31, 2020 and December 31, 2019, $30 million and $85 million of previously sold receivables, respectively, remained outstanding. The sales were accounted for as true sales, without recourse. Nielsen maintains servicing responsibilities for the majority of the receivables sold during the period, for which the related costs are not significant. The proceeds of $59 million from the sales were reported as a component of the changes in trade and other receivables, net within operating activities in the condensed consolidated statement of cash flows. |
Summary of Recent Accounting Pr
Summary of Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Recent Accounting Pronouncements | 2. Summary of Recent Accounting Pronouncements Financial Instruments – Credit Losses Effective January 1, 2020, the Company adopted ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard replaced the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities are required to record allowances rather than reduce the carrying amount under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. Upon adoption, this new standard did not have a significant impact on Nielsen’s consolidated balance sheets and statements of operations. Compensation-Retirement Benefits-Defined Benefit Plans-General In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20), which amends the current disclosure requirements regarding defined benefit pensions and other post retirement plans, and allows for the removal of certain disclosures, while adding certain new disclosure requirements. This standard is effective for fiscal years beginning after December 15, 2020 and allows for early adoption. Nielsen does not expect this new standard to have a significant impact on its disclosures. Income Taxes (Topic 740): Simplifying the Accounting for Income taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which amends and aims to simplify accounting disclosure requirements regarding a number of topics including: intraperiod tax allocation, accounting for deferred taxes when there are changes in consolidation of certain investments, tax basis step up in an acquisition and the application of effective rate changes during interim periods, amongst other improvements. This standard is effective for fiscal years beginning after December 15, 2020 and allows for early adoption. Nielsen is assessing the impact of this new standard on its consolidated balance sheets, statements of operations and its future disclosures. Reference Rate Reform - On March 12, 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASC 848 contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
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 measu rement services, which include the Company’s core tracking and scan data ( primarily transactional measurement data and consumer behavior inform ation) to businesses in the consu mer packaged goods industry. Nielsen’s data is used by its client s 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 Nielsen’s 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 into cooperation arrangements with certain customers, under which the customer provides Nielsen with its data in exchange for Nielsen’s services. Nielsen records these transactions at fair value, which is determined based on the fair value of 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 Three Connect Segment Measurement $ 510 $ 539 Predict/Activate 207 198 Connect $ 717 $ 737 Media Segment Audience Measurement $ 615 $ 605 Planning/Optimization 227 221 Media $ 842 $ 826 Total $ 1,559 $ 1,563 Timing of revenue recognition Products transferred at a point in time $ 137 $ 131 Products and services transferred over time 1,422 1,432 Total $ 1,559 $ 1,563 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) March 31, 2020 December 31, 2019 Contract assets $ 265 $ 218 Contract liabilities $ 402 $ 346 The increase in the contract assets balance during the period was primarily due to $208 million of revenue recognized that was not billed, in accordance with the terms of the contracts, as of March 31, 2020, offset by $155 million of contract assets included in the December 31, 2019 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 $278 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 $217 million of revenue recognized that was included in the December 31, 2019 contract liability balance. Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2020, approximately $8.2 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, 2021, 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 March 31, 2020 and December 31, 2019, the balances of such capitalized costs were $10 million and $11 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 months ended March 31, 2020 and March 31, 2019 was $1 million and $2 million, respectively. There was no impairment loss recorded in any of the periods presented. Expected Credit Losses Nielsen is required to measure expected credit losses on trade accounts receivable. Nielsen considered the asset’s contractual life, the risk of loss and reasonable and supportable forecasts of future economic The following schedule represents the allowance for doubtful accounts rollforward incorporating expected credit losses as of March 31, 2020. (IN MILLIONS) Balance Charges to Deductions Effect of Balance at Allowance for accounts receivable For the three months ended March 31, 2020 $ 12 $ 2 $ (2 ) $ (1 ) $ 11 |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. Business Acquisitions Acquisitions For the three months ended March 31, 2020, Nielsen paid cash consideration of $27 million associated with a current period acquisition, net of cash acquired. Had this 2020 acquisition occurred as of January 1, 2020, the impact on Nielsen’s consolidated results of operations would not have been material. For the three months ended March 31, 2019, Nielsen paid cash consideration of $59 million associated with both current period and previously executed 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 17 $ 12 Interest on lease liabilities 2 2 Total finance lease cost 19 14 Operating lease cost 31 22 Short-term lease cost 2 - Sublease income (1 ) (1 ) Total lease cost $ 51 $ 35 Supplemental balance sheet information related to leases was as follows: (in millions, except lease term and discount rate) March 31, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets $ 378 $ 393 Other current liabilities 105 110 Operating lease liabilities 364 370 Total operating lease liabilities $ 469 $ 480 Finance leases Property, plant and equipment, gross $ 390 $ 393 Accumulated depreciation (224 ) (213 ) Property, plant and equipment, net 166 180 Other intangible assets, gross 23 24 Accumulated amortization (15 ) (13 ) Other intangible assets, net 8 11 Accounts payable and other current liabilities 52 53 Long-term debt and capital lease obligations 84 92 Total finance lease liabilities $ 136 $ 145 Three Months Ended March 31, Other information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases (2 ) (2 ) Operating cash flows from operating leases (32 ) (28 ) Financing cash flows from finance leases (11 ) (16 ) Right-of-use assets obtained in exchange for new finance lease liabilities 2 8 Right-of-use assets obtained in exchange for new operating lease liabilities 23 30 Weighted-average remaining lease term--finance leases 4 years 4 years Weighted-average remaining lease term--operating leases 8 years 10 years Weighted-average discount rate--finance leases 6.07 % 4.58 % Weighted-average discount rate--operating leases 4.14 % 4.55 % Annual maturities of Nielsen’s lease liabilities are as follows: (in millions) Operating Leases Finance Leases For April 1, 2020 to December 31, 2020 $ 93 $ 43 2021 96 42 2022 77 29 2023 56 20 2024 41 12 2025 29 4 Thereafter 158 5 Total lease payments 550 155 Less imputed interest (81 ) (19 ) Total S 469 $ 136 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets Goodwill Despite the excess fair value identified in our 2019 impairment assessment, we determined that the significant decline in Nielsen’s market capitalization and impacts of the COVID-19 pandemic indicate that there was a triggering event for an interim assessment. We reviewed our previous forecasts and assumptions based on our current projections that are subject to various risks and uncertainties, including: forecasted revenues, expenses and cash flows, including the duration and extent of impact to our business from the COVID-19 pandemic, current discount rates, the reduction in Nielsen's market capitalization, and observable market transactions. Based on our interim impairment assessment as of March 31, 2020, we have determined that the estimated fair values of the reporting units exceeded their carrying values (including goodwill), thus no impairment was recorded. 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 three months ended March 31, 2020. (IN MILLIONS) Connect Media Total Balance, December 31, 2019 $ 331 $ 5,662 $ 5,993 Acquisitions, divestitures and other adjustments 21 — 21 Effect of foreign currency translation (14 ) (21 ) (35 ) Balance, March 31, 2020 $ 338 $ 5,641 $ 5,979 At March 31, 2020, $42 million of the goodwill is expected to be deductible for income tax purposes. Other Intangible Assets Gross Amounts Accumulated Amortization March 31, December 31, March 31, December 31, (IN MILLIONS) 2020 2019 2020 2019 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 144 144 (110 ) (109 ) Customer-related intangibles 3,144 3,153 (1,809 ) (1,764 ) Covenants-not-to-compete 37 37 (36 ) (36 ) Content databases 168 168 (43 ) (40 ) Computer software 2,732 2,626 (1,381 ) (1,260 ) Patents and other 183 182 (144 ) (141 ) Total $ 6,408 $ 6,310 $ (3,523 ) $ (3,350 ) During the first quarter of 2020, Nielsen concluded that there was a triggering event for an interim assessment of the indefinite-lived intangibles. Nielsen performed the interim assessment of the trade names and trademarks and concluded that the estimated fair values exceeded their carrying values. One of the indefinite-lived intangible assets had a fair value that exceeded its carrying value by less than 5%. Nielsen will continue to closely evaluate and report on any indicators of future impairments. Amortization expense associated with the above intangible assets was $168 million and $138 million for the three months ended March 31, 2020 and 2019, respectively. These amounts included amortization expense associated with computer software of $121 million and $87 million for the three months ended March 31, 2020 and 2019, respectively. At March 31, 2020, the net book value of purchased software and internally developed software was $30 million and $1,321 million, respectively. |
Changes in and Reclassification
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component | 3 Months Ended |
Mar. 31, 2020 | |
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 three months ended March 31, 2020 and 2019. Currency Translation Post-Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2019 $ (776 ) $ (19 ) $ (210 ) $ (1,005 ) Other comprehensive income/(loss) before reclassifications (104 ) (34 ) 1 (137 ) Amounts reclassified from accumulated other comprehensive (income)/loss — 1 3 4 Net current period other comprehensive income/(loss) (104 ) (33 ) 4 (133 ) Net current period other comprehensive income/(loss) attributable to noncontrolling interest (8 ) — — (8 ) Net current period other comprehensive income/(loss) attributable to Nielsen shareholders (96 ) (33 ) 4 (125 ) Balance March 31, 2020 $ (872 ) $ (52 ) $ (206 ) $ (1,130 ) 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 11 (6 ) 2 7 Amounts reclassified from accumulated other comprehensive income/(loss) — (3 ) 2 (1 ) Net current period other comprehensive income/(loss) attributable to Nielsen shareholders 11 (9 ) 4 6 Balance March 31, 2019 $ (768 ) $ 2 $ (338 ) $ (1,104 ) The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended March 31, 2020 and 2019, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss/(Income) Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components March 31, 2020 March 31, 2019 Statement of Operations Cash flow hedges Interest rate contracts $ 2 $ (4 ) Interest (income)/expense (1 ) 1 (Benefit)/provision for income taxes $ 1 $ (3 ) Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 4 $ 3 (a) (1 ) (1 ) (Benefit)/provision for income taxes $ 3 $ 2 Total, net of tax Total reclassification for the period $ 4 $ (1 ) Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities
Restructuring Activities | 3 Months Ended |
Mar. 31, 2020 | |
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, consolidate operating centers, 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: (IN MILLIONS) Total Initiatives Balance at December 31, 2019 $ 35 Charges (1) 8 Payments (17 ) Effect of foreign currency translation and other adjustments 1 Balance at March 31, 2020 $ 27 (1) Excludes charges related to operating lease right-of-use assets of $3 million. Nielsen recorded $11 million and $35 million in restructuring charges primarily relating to the productivity initiatives referenced above for the three months ended March 31, 2020 and 2019, respectively. Of the $27 million in remaining liabilities for restructuring actions at March 31, 2020, $22 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of March 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019: March 31, (IN MILLIONS) 2020 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) — — — — Total $ 27 $ 27 $ — — Liabilities: Interest rate swap arrangements (3) $ 68 — $ 68 — Deferred compensation liabilities (4) 25 25 — — Total $ 93 $ 25 $ 68 — zz December 31, 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) — — — — Total $ 28 $ 28 — — Liabilities: Interest rate swap arrangements (3) $ 22 — $ 22 — Deferred compensation liabilities (4) 26 26 — — Total $ 48 $ 26 $ 22 — ( 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 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 (s ee 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 March 31, 2020, 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 For the three months ended March 31, 2020 and 2019, Nielsen recorded a net loss of $3 million and a net gain of $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 March 31, 2020 and December 31, 2019 the notional amount of the outstanding foreign currency derivative financial instruments were $100 million and $125 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. As of March 31, 2020 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk: Notional Amount Maturity Date Currency Interest rate swaps designated as hedging instruments US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2020 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2021 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2022 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 April 2023 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 May 2023 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 June 2023 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 July 2023 U.S. Dollar The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three months ended March 31, 2020 and 2019 respectively is as follows: Interest Expense Three Months Ended March 31, (IN MILLIONS) 2020 2019 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 94 $ 99 Amount of gain/(loss) reclassified from accumulated other comprehensive income into income, net of tax $ (1 ) $ 3 Amount of loss reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring, net of tax $ — $ — Nielsen expects to recognize approximately $26 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 March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Derivatives Designated as Hedging Prepaid Expense Other Other Prepaid Expense Other Other Instruments and Other Current Current Non-Current and Other Current Current Non-Current (IN MILLIONS) Assets Liabilities Liabilities Assets Liabilities Liabilities Interest rate swaps $ — $ 3 $ 65 $ — $ — $ 22 Derivatives in Cash Flow Hedging Relationships The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, 2020 and 2019 was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of (Gain)/ 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 March 31, Portion) March 31, (IN MILLIONS) 2020 2019 2020 2019 Interest rate swaps $ 47 $ 8 Interest expense $ 2 $ (4 ) 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 three months ended March 31, 2020. |
Long-term Debt and Other Financ
Long-term Debt and Other Financing Arrangements | 3 Months Ended |
Mar. 31, 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 March 31, 2020. Annual maturities of Nielsen’s long-term debt are as follows: March 31, 2020 December 31, 2019 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 2.76%) due 2023 $ 1,079 1,018 $ 1,086 1,079 $2,303 million Senior secured term loan (LIBOR based variable rate of 3.01%) due 2023 2,258 2,081 2,263 2,273 € of 2.50%) due 2023 592 575 603 606 $850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023 135 125 — — Total senior secured credit facilities (with weighted-average interest rate) 2.91 % 4,064 3,799 3.52 % 3,952 3,958 $800 million 4.50% senior debenture loan due 2020 799 783 799 802 $625 million 5.50% senior debenture loan due 2021 623 613 622 629 $2,300 million 5.00% senior debenture loan due 2022 2,294 2,159 2,293 2,312 $500 million 5.00% senior debenture loan due 2025 497 468 497 516 Total debenture loans (with weighted-average interest rate) 5.22 % 4,213 4,023 5.22 % 4,211 4,259 Other loans — — 1 1 Total long-term debt 4.09 % 8,277 7,822 4.40 % 8,164 8,218 Finance lease and other financing obligations 136 145 Total debt and other financing arrangements 8,413 8,309 Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings 1,054 914 Non-current portion of long-term debt and finance lease and other financing obligations $ 7,359 $ 7,395 The fair value of the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are considered Level 1 or Level 2 in nature, respectively. The Company’s $800 million 4.50% senior debenture loan matures in October 2020 and, as of March 31, 2020, there was approximately $817 million of outstanding principal and interest payable thereunder. The Company believes that it is probable that it will be able to refinance this debt prior to maturity. Annual maturities of Nielsen’s long-term debt are as follows: (IN MILLIONS) For April 1, 2020 to December 31, 2020 $ 978 2021 702 2022 2,398 2023 3,699 2024 — 2025 500 Thereafter — $ 8,277 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | 11. Shareholders’ Equity Common stock activity is as follows: Three Months Ended March 31, 2020 Actual number of shares of common stock outstanding Beginning of period 356,149,883 Shares of common stock issued through compensation plans 328,883 Employee benefit trust activity (3,125 ) End of period 356,475,591 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 to shareholders for years ended December 31, 2019 and the three months ended March 31, 2020, respectively. Declaration Date Record Date Payment Date Dividend Per Share February 21, 2019 March 7, 2019 March 21, 2019 $ 0.35 April 18, 2019 June 5, 2019 June 19, 2019 $ 0.35 July 18, 2019 August 22, 2019 September 5, 2019 $ 0.35 November 3, 2019 November 21, 2019 December 5, 2019 $ 0.06 February 20, 2020 March 5, 2020 March 19, 2020 $ 0.06 On November 3, 2019 the Board approved a plan to reduce the quarterly cash dividend, with the goal of strengthening Nielsen’s balance sheet and providing added flexibility to invest for growth. On April 16, 2020, the Board declared a cash dividend of $0.06 per share on the Company’s common stock. The dividend is payable on June 18, 2020 to shareholders of record at the close of business on June 4, 2020. 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 and depending on Nielsen’s evaluation of market conditions and other factors. This program has been executed within the limitations of the authority granted Nielsen on August 6, 2015, which authority will expire in August 2020. Nielsen is seeking shareholder authorization to extend the authority under which the share repurchase program is executed at its 2020 Annual General Meeting of Shareholders. As of March 31, 2020, 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 three months ended March 31, 2020. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The effective tax rates before discrete tax items for the three months ended March 31, 2020 and 2019 were 47% ($1 million tax benefit) and 31% ($25 million tax expense), respectively. The tax rate for the three months ended March 31, 2020 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, BEAT tax, and withholding taxes offset by reversal of valuation allowance related to certain loss carryforwards. The tax rate for the three months ended March 31, 2019 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. For the three months ended March 31, 2020, the total tax expense was $ 11 million which includes impact of the CARES Act and other discrete items recognized in the first quarter. For the three months ended March 31, 2019, the total tax expense was $ 32 million which includes impact of interest on uncertain tax positions and other discrete items recognized in the first quarter . The estimated liability for unrecognized tax benefits as of December 31, 2019 was $164 million. If the Company’s tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce the Company’s effective tax rate in future periods. The Company files numerous consolidated and separate income tax returns in the U.S. and in many state and foreign jurisdictions. With few exceptions the Company is no longer subject to U.S. Federal income tax examination for 2015 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2007 through 2019. 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 | 3 Months Ended |
Mar. 31, 2020 | |
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 alleged similar facts but also named other Nielsen officers, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. The operative complaint was filed on September 27, 2019, and asserts violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of Nielsen’s Buy (now “Connect”) segment, Nielsen’s preparedness for changes in global data privacy laws and Nielsen’s reliance on third-party data. Nielsen moved to dismiss the operative complaint on November 26, 2019. Briefing of Nielsen’s motion concluded on February 26, 2020. In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of Nielsen’s current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the putative class action complaint. The derivative lawsuit further alleges that certain officers and directors engaged in trading Nielsen stock based on material, nonpublic information. By agreement dated June 26, 2019, the derivative lawsuit has been stayed pending resolution of Nielsen’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. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2020 | |
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. Operating segments are aggregated into two reporting segments: Nielsen Global Connect (“Connect”), consisting principally of market research information and analytical services; and Nielsen Global Media (“Media”), consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics. Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations. Business Segment Information (IN MILLIONS) Connect Media Corporate Total Three Months Ended March 31, 2020 Revenues $ 717 $ 842 — $ 1,559 Operating income/(loss) $ (15 ) $ 191 $ (78 ) $ 98 Depreciation and amortization $ 65 $ 147 $ 2 $ 214 Restructuring charges $ 8 $ 1 $ 2 $ 11 Share-based compensation expense $ 5 $ 4 $ 7 $ 16 Other items (1) $ — $ — $ 21 $ 21 Separation-related costs (2) $ — $ — $ 35 $ 35 Business segment income/(loss) (3) $ 63 $ 343 $ (11 ) $ 395 Total assets as of March 31, 2020 $ 4,432 $ 9,597 $ 164 $ 14,193 (IN MILLIONS) Connect Media Corporate Total Three Months Ended March 31, 2019 Revenues $ 737 $ 826 — $ 1,563 Operating income/(loss) $ (2 ) $ 214 $ (38 ) $ 174 Depreciation and amortization $ 55 $ 123 $ 1 $ 179 Restructuring charges $ 22 $ 7 $ 6 $ 35 Share-based compensation expense $ 4 $ 3 $ 8 $ 15 Other items (1) $ — $ — $ 12 $ 12 Business segment income/(loss) (3) $ 79 $ 347 $ (11 ) $ 415 Total assets as of December 31, 2019 $ 4,376 $ 9,675 $ 268 $ 14,319 (1) Other items primarily consist of business optimization costs and transaction related costs for the three months ended March 31, 2020. Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three months ended March 31, 2019. (2) Separation-related costs consists of costs that would not have been incurred if Nielsen was not undertaking the separation of the Nielsen Global Connect business from the Nielsen Global Media business and positioning Global Connect and Global Media to operate as two independent companies. (3) 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 | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 and consolidating statements of operations and cash flows for the periods ended March 31, 2020 and 2019. 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/(Loss) (Unaudited) For the three months ended March 31, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 880 $ 679 $ — $ 1,559 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 396 325 — 721 Selling, general and administrative expenses, exclusive of depreciation and amortization 1 — 282 232 — 515 Depreciation and amortization — — 174 40 — 214 Restructuring charges — — 4 7 — 11 Operating income/(loss) (1 ) — 24 75 — 98 Interest income — 211 24 11 (245 ) 1 Interest expense — (91 ) (224 ) (24 ) 245 (94 ) Foreign currency exchange transaction gains/(losses), net — — 16 (22 ) — (6 ) Other income/(expense), net — — 1 (2 ) — (1 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 120 (159 ) 38 — (2 ) Benefit/(provision) for income taxes — (32 ) 22 (1 ) — (11 ) Equity in net income/(loss) of subsidiaries (17 ) 53 120 — (156 ) — Net income/(loss) (18 ) 141 (17 ) 37 (156 ) (13 ) Less net income/(loss) attributable to noncontrolling interests — — — 5 — 5 Net income/(loss) attributable to controlling interest (18 ) 141 (17 ) 32 (156 ) (18 ) Total other comprehensive income/(loss) (125 ) (26 ) (125 ) (136 ) 279 (133 ) Other comprehensive income/(loss) attributable to noncontrolling interests — — — (8 ) — (8 ) Total other comprehensive income/(loss) attributable to controlling interests (125 ) (26 ) (125 ) (128 ) 279 (125 ) Total comprehensive income/(loss) (143 ) 115 (142 ) (99 ) 123 (146 ) Comprehensive income/(loss) attributable to noncontrolling interests — — — (3 ) — (3 ) Total comprehensive income/(loss) attributable to controlling interests $ (143 ) $ 115 $ (142 ) $ (96 ) $ 123 $ (143 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income/(Loss) (Unaudited) For the three months ended March 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 867 $ 696 $ — $ 1,563 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 376 319 — 695 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 234 245 — 480 Depreciation and amortization — — 145 34 — 179 Restructuring charges — — 12 23 — 35 Operating income/(loss) (1 ) — 100 75 — 174 Interest income — 184 10 2 (194 ) 2 Interest expense — (93 ) (190 ) (10 ) 194 (99 ) Foreign currency exchange transaction gains/(losses), net — — 1 (4 ) — (3 ) Other income/(expense), net — — (7 ) 12 — 5 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 91 (86 ) 75 — 79 Benefit/(provision) for income taxes — (25 ) 63 (70 ) — (32 ) Equity in net income/(loss) of subsidiaries 44 56 67 — (167 ) — Net income/(loss) 43 122 44 5 (167 ) 47 Less net income/(loss) attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interests 43 122 44 1 (167 ) 43 Total other comprehensive income/(loss) attributable to controlling interests 6 1 6 32 (39 ) 6 Total comprehensive income/(loss) 49 123 50 37 (206 ) 53 Comprehensive income/(loss) attributable to noncontrolling interests — — — 4 — 4 Total comprehensive income/(loss) attributable to controlling interests $ 49 $ 123 $ 50 $ 33 $ (206 ) $ 49 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) March 31, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 11 $ 1 $ 44 $ 303 $ — $ 359 Trade and other receivables, net — — 493 689 — 1,182 Prepaid expenses and other current assets — — 335 138 — 473 Intercompany receivables 5 1,770 244 55 (2,074 ) — Total current assets 16 1,771 1,116 1,185 (2,074 ) 2,014 Non-current assets — Property, plant and equipment, net — — 273 153 — 426 Operating lease right-of-use assets — — 184 194 — 378 Goodwill — — 5,115 864 — 5,979 Other intangible assets, net — — 4,305 501 — 4,806 Deferred tax assets 1 — - 266 — 267 Other non-current assets — — 250 73 — 323 Equity investment in subsidiaries 2,002 1,282 3,176 — (6,460 ) — Intercompany loans 25 8,887 879 141 (9,932 ) — Total assets $ 2,044 $ 11,940 $ 15,298 $ 3,377 $ (18,466 ) $ 14,193 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 104 $ 467 $ 506 $ — $ 1,077 Deferred revenues — — 246 156 — 402 Income tax liabilities — — 1 34 — 35 Current portion of long-term debt, finance lease obligations and short-term borrowings — 868 179 7 — 1,054 Intercompany payables — — 1,830 244 (2,074 ) — Total current liabilities — 972 2,723 947 (2,074 ) 2,568 Non-current liabilities Long-term debt and finance lease obligations — 7,274 75 10 — 7,359 Deferred tax liabilities — 71 876 84 — 1,031 Operating lease liabilities — — 209 154 — 363 Intercompany loans — — 9,053 879 (9,932 ) — Other non-current liabilities — 64 360 217 — 641 Total liabilities — 8,381 13,296 2,291 (12,006 ) 11,962 Total stockholders’ equity 2,044 3,559 2,002 899 (6,460 ) 2,044 Noncontrolling interests — — — 187 — 187 Total equity 2,044 3,559 2,002 1,086 (6,460 ) 2,231 Total liabilities and equity $ 2,044 $ 11,940 $ 15,298 $ 3,377 $ (18,466 ) $ 14,193 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ — $ 48 $ 404 $ — $ 454 Trade and other receivables, net — — 404 699 — 1,103 Prepaid expenses and other current assets — — 291 129 — 420 Intercompany receivables 7 1,615 278 69 (1,969 ) - Total current assets 9 1,615 1,021 1,301 (1,969 ) 1,977 Non-current assets - Property, plant and equipment, net — — 292 174 — 466 Operating lease right-of-use asset — — 190 203 — 393 Goodwill — — 5,103 890 — 5,993 Other intangible assets, net — — 4,370 511 — 4,881 Deferred tax assets 1 — — 275 — 276 Other non-current assets — — 256 77 — 333 Equity investment in subsidiaries 2,170 1,298 4,576 — (8,044 ) — Intercompany loans 25 8,887 896 1,605 (11,413 ) — Total assets $ 2,205 $ 11,800 $ 16,704 $ 5,036 $ (21,426 ) $ 14,319 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 10 $ 62 $ 517 $ 593 $ — $ 1,182 Deferred revenues — — 217 128 — 345 Income tax liabilities — — 4 56 — 60 Current portion of long-term debt, finance lease obligations and short-term borrowings — 861 46 7 — 914 Intercompany payables — 3 1,689 277 (1,969 ) — Total current liabilities 10 926 2,473 1,061 (1,969 ) 2,501 Non-current liabilities Long-term debt and finance lease obligations — 7,302 80 13 — 7,395 Operating lease liabilities — — 213 157 — 370 Deferred tax liabilities — 71 887 94 — 1,052 Intercompany loans — — 10,516 897 (11,413 ) — Other non-current liabilities — 22 365 226 — 613 Total liabilities 10 8,321 14,534 2,448 (13,382 ) 11,931 Total shareholders’ equity 2,195 3,479 2,170 2,395 (8,044 ) 2,195 Noncontrolling interests — — — 193 — 193 Total equity 2,195 3,479 2,170 2,588 (8,044 ) 2,388 Total liabilities and equity $ 2,205 $ 11,800 $ 16,704 $ 5,036 $ (21,426 ) $ 14,319 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (12 ) $ 47 $ (38 ) $ (2 ) $ (5 ) Investing activities: — Acquisition of subsidiaries and affiliates, net of cash acquired — — (14 ) (13 ) (27 ) Proceeds from the sale of subsidiaries and affiliates, net — — — — — Additions to property, plant and equipment and other assets — — (1 ) (3 ) (4 ) Additions to intangible assets — — (84 ) (24 ) (108 ) Other investing activities — — — (3 ) (3 ) Net cash used in investing activities — — (99 ) (43 ) (142 ) Financing activities: — Net borrowings under revolving credit facility — — 135 — 135 Repayments of debt — (14 ) — — (14 ) Cash dividends paid to stockholders (21 ) — — — (21 ) Activity under share-based compensation plans — — (4 ) — (4 ) Proceeds from employee stock purchase plan 1 — — — 1 Finance leases — — (9 ) (2 ) (11 ) Settlement of intercompany and other financing activities 41 (32 ) 11 (24 ) (4 ) Net cash provided by/(used in) financing activities 21 (46 ) 133 (26 ) 82 Effect of exchange-rate changes on cash and cash equivalents — — — (30 ) (30 ) Net increase/(decrease) in cash and cash equivalents 9 1 (4 ) (101 ) (95 ) Cash and cash equivalents at beginning of period 2 — 48 404 454 Cash and cash equivalents at end of period $ 11 $ 1 $ 44 $ 303 $ 359 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (4 ) $ 15 $ 40 $ (94 ) $ (43 ) Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (11 ) (48 ) (59 ) Proceeds from the sale of subsidiaries and affiliates, net — — — — — Additions to property, plant and equipment and other assets — — (14 ) (16 ) (30 ) Additions to intangible assets — — (76 ) (16 ) (92 ) Other investing activities — — 1 — 1 Net cash used in investing activities — — (100 ) (80 ) (180 ) Financing activities: Net borrowings under revolving credit facility — — 263 — 263 Repayments of debt — (14 ) — — (14 ) Increase/(decrease) in other short-term borrowings — — — — — Cash dividends paid to shareholders (124 ) — — — (124 ) Activity under share-based compensation plans — — (3 ) — (3 ) Proceeds from employee stock purchase plan 1 — — — 1 Finance leases — — (13 ) (3 ) (16 ) Settlement of intercompany and other financing activities 127 1 (203 ) 72 (3 ) Net cash provided by/(used in) financing activities 4 (13 ) 44 69 104 Effect of exchange-rate changes on cash and cash equivalents — — (3 ) — (3 ) Net increase/(decrease) in cash and cash equivalents — 2 (19 ) (105 ) (122 ) Cash and cash equivalents at beginning of period 3 — 79 442 524 Cash and cash equivalents at end of period $ 3 $ 2 $ 60 $ 337 $ 402 |
Summary of Recent Accounting _2
Summary of Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019. 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 March 31, 2020 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 9,432,848 and 4,446,733 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 March 31, 2020 and 2019, 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. Effective January 1, 2020, the Company adopted ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. Prior to the adoption, an estimate of the allowance for doubtful accounts was made when collection of the full amount was no longer probable (incurred loss) or returns were expected. Subsequent to the adoption, as noted in Note 2, the allowance for doubtful accounts is made when collection of the full amounts is no longer probable by also incorporating reasonable and supportable forecasts (expected loss) . During the three months ended March 31, 2020, Nielsen sold $59 million of accounts receivable to third parties and recorded an immaterial loss on the sale to interest expense, net in the condensed consolidated statement of operations. As of March 31, 2020 and December 31, 2019, $30 million and $85 million of previously sold receivables, respectively, remained outstanding. The sales were accounted for as true sales, without recourse. Nielsen maintains servicing responsibilities for the majority of the receivables sold during the period, for which the related costs are not significant. The proceeds of $59 million from the sales were reported as a component of the changes in trade and other receivables, net within operating activities in the condensed consolidated statement of cash flows. |
Financial Instruments – Credit Losses | Financial Instruments – Credit Losses Effective January 1, 2020, the Company adopted ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard replaced the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities are required to record allowances rather than reduce the carrying amount under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. Upon adoption, this new standard did not have a significant impact on Nielsen’s consolidated balance sheets and statements of operations. |
Reference Rate Reform-Facilitation of the Effects of Reference Rate Reform on Financial Reporting | Reference Rate Reform - On March 12, 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASC 848 contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. |
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 measu rement services, which include the Company’s core tracking and scan data ( primarily transactional measurement data and consumer behavior inform ation) to businesses in the consu mer packaged goods industry. Nielsen’s data is used by its client s 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 Nielsen’s 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 into cooperation arrangements with certain customers, under which the customer provides Nielsen with its data in exchange for Nielsen’s services. Nielsen records these transactions at fair value, which is determined based on the fair value of goods or services received, if reasonably estimable. If not reasonably estimable, the Company considers the fair value of the goods or services surrendered. |
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. |
Recent Accounting Pronouncement Not Yet Adopted | |
Compensation-Retirement Benefits-Defined Benefit Plans-General | Compensation-Retirement Benefits-Defined Benefit Plans-General In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20), which amends the current disclosure requirements regarding defined benefit pensions and other post retirement plans, and allows for the removal of certain disclosures, while adding certain new disclosure requirements. This standard is effective for fiscal years beginning after December 15, 2020 and allows for early adoption. Nielsen does not expect this new standard to have a significant impact on its disclosures. |
Income Taxes (Topic 740): Simplifying the Accounting for Income taxes | Income Taxes (Topic 740): Simplifying the Accounting for Income taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which amends and aims to simplify accounting disclosure requirements regarding a number of topics including: intraperiod tax allocation, accounting for deferred taxes when there are changes in consolidation of certain investments, tax basis step up in an acquisition and the application of effective rate changes during interim periods, amongst other improvements. This standard is effective for fiscal years beginning after December 15, 2020 and allows for early adoption. Nielsen is assessing the impact of this new standard on its consolidated balance sheets, statements of operations and its future disclosures. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Three Connect Segment Measurement $ 510 $ 539 Predict/Activate 207 198 Connect $ 717 $ 737 Media Segment Audience Measurement $ 615 $ 605 Planning/Optimization 227 221 Media $ 842 $ 826 Total $ 1,559 $ 1,563 Timing of revenue recognition Products transferred at a point in time $ 137 $ 131 Products and services transferred over time 1,422 1,432 Total $ 1,559 $ 1,563 |
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) March 31, 2020 December 31, 2019 Contract assets $ 265 $ 218 Contract liabilities $ 402 $ 346 |
Schedule of Allowance for Doubtful Accounts Rollforward Incorporating Expected Credit Losses | The following schedule represents the allowance for doubtful accounts rollforward incorporating expected credit losses as of March 31, 2020. (IN MILLIONS) Balance Charges to Deductions Effect of Balance at Allowance for accounts receivable For the three months ended March 31, 2020 $ 12 $ 2 $ (2 ) $ (1 ) $ 11 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: (in millions) Three Months Ended March 31, 2020 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 17 $ 12 Interest on lease liabilities 2 2 Total finance lease cost 19 14 Operating lease cost 31 22 Short-term lease cost 2 - Sublease income (1 ) (1 ) Total lease cost $ 51 $ 35 |
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) March 31, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets $ 378 $ 393 Other current liabilities 105 110 Operating lease liabilities 364 370 Total operating lease liabilities $ 469 $ 480 Finance leases Property, plant and equipment, gross $ 390 $ 393 Accumulated depreciation (224 ) (213 ) Property, plant and equipment, net 166 180 Other intangible assets, gross 23 24 Accumulated amortization (15 ) (13 ) Other intangible assets, net 8 11 Accounts payable and other current liabilities 52 53 Long-term debt and capital lease obligations 84 92 Total finance lease liabilities $ 136 $ 145 Three Months Ended March 31, Other information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases (2 ) (2 ) Operating cash flows from operating leases (32 ) (28 ) Financing cash flows from finance leases (11 ) (16 ) Right-of-use assets obtained in exchange for new finance lease liabilities 2 8 Right-of-use assets obtained in exchange for new operating lease liabilities 23 30 Weighted-average remaining lease term--finance leases 4 years 4 years Weighted-average remaining lease term--operating leases 8 years 10 years Weighted-average discount rate--finance leases 6.07 % 4.58 % Weighted-average discount rate--operating leases 4.14 % 4.55 % |
Schedule of Annual Maturities of Lease Liabilities | Annual maturities of Nielsen’s lease liabilities are as follows: (in millions) Operating Leases Finance Leases For April 1, 2020 to December 31, 2020 $ 93 $ 43 2021 96 42 2022 77 29 2023 56 20 2024 41 12 2025 29 4 Thereafter 158 5 Total lease payments 550 155 Less imputed interest (81 ) (19 ) Total S 469 $ 136 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 three months ended March 31, 2020. (IN MILLIONS) Connect Media Total Balance, December 31, 2019 $ 331 $ 5,662 $ 5,993 Acquisitions, divestitures and other adjustments 21 — 21 Effect of foreign currency translation (14 ) (21 ) (35 ) Balance, March 31, 2020 $ 338 $ 5,641 $ 5,979 |
Other Intangible Assets | Other Intangible Assets Gross Amounts Accumulated Amortization March 31, December 31, March 31, December 31, (IN MILLIONS) 2020 2019 2020 2019 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 144 144 (110 ) (109 ) Customer-related intangibles 3,144 3,153 (1,809 ) (1,764 ) Covenants-not-to-compete 37 37 (36 ) (36 ) Content databases 168 168 (43 ) (40 ) Computer software 2,732 2,626 (1,381 ) (1,260 ) Patents and other 183 182 (144 ) (141 ) Total $ 6,408 $ 6,310 $ (3,523 ) $ (3,350 ) |
Changes in and Reclassificati_2
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 three months ended March 31, 2020 and 2019. Currency Translation Post-Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2019 $ (776 ) $ (19 ) $ (210 ) $ (1,005 ) Other comprehensive income/(loss) before reclassifications (104 ) (34 ) 1 (137 ) Amounts reclassified from accumulated other comprehensive (income)/loss — 1 3 4 Net current period other comprehensive income/(loss) (104 ) (33 ) 4 (133 ) Net current period other comprehensive income/(loss) attributable to noncontrolling interest (8 ) — — (8 ) Net current period other comprehensive income/(loss) attributable to Nielsen shareholders (96 ) (33 ) 4 (125 ) Balance March 31, 2020 $ (872 ) $ (52 ) $ (206 ) $ (1,130 ) 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 11 (6 ) 2 7 Amounts reclassified from accumulated other comprehensive income/(loss) — (3 ) 2 (1 ) Net current period other comprehensive income/(loss) attributable to Nielsen shareholders 11 (9 ) 4 6 Balance March 31, 2019 $ (768 ) $ 2 $ (338 ) $ (1,104 ) |
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 March 31, 2020 and 2019, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss/(Income) Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components March 31, 2020 March 31, 2019 Statement of Operations Cash flow hedges Interest rate contracts $ 2 $ (4 ) Interest (income)/expense (1 ) 1 (Benefit)/provision for income taxes $ 1 $ (3 ) Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 4 $ 3 (a) (1 ) (1 ) (Benefit)/provision for income taxes $ 3 $ 2 Total, net of tax Total reclassification for the period $ 4 $ (1 ) Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities (Table
Restructuring Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: (IN MILLIONS) Total Initiatives Balance at December 31, 2019 $ 35 Charges (1) 8 Payments (17 ) Effect of foreign currency translation and other adjustments 1 Balance at March 31, 2020 $ 27 (1) Excludes charges related to operating lease right-of-use assets of $3 million. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019: March 31, (IN MILLIONS) 2020 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) — — — — Total $ 27 $ 27 $ — — Liabilities: Interest rate swap arrangements (3) $ 68 — $ 68 — Deferred compensation liabilities (4) 25 25 — — Total $ 93 $ 25 $ 68 — zz December 31, 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) — — — — Total $ 28 $ 28 — — Liabilities: Interest rate swap arrangements (3) $ 22 — $ 22 — Deferred compensation liabilities (4) 26 26 — — Total $ 48 $ 26 $ 22 — ( 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 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 March 31, 2020 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk: Notional Amount Maturity Date Currency Interest rate swaps designated as hedging instruments US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2020 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2021 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2022 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 April 2023 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 May 2023 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 June 2023 U.S. Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 July 2023 U.S. 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 months ended March 31, 2020 and 2019 respectively is as follows: Interest Expense Three Months Ended March 31, (IN MILLIONS) 2020 2019 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 94 $ 99 Amount of gain/(loss) reclassified from accumulated other comprehensive income into income, net of tax $ (1 ) $ 3 Amount of loss reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring, net of tax $ — $ — |
Fair Values of Derivative Instruments in Consolidated Balance Sheets | The fair values of the Company’s derivative instruments as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Derivatives Designated as Hedging Prepaid Expense Other Other Prepaid Expense Other Other Instruments and Other Current Current Non-Current and Other Current Current Non-Current (IN MILLIONS) Assets Liabilities Liabilities Assets Liabilities Liabilities Interest rate swaps $ — $ 3 $ 65 $ — $ — $ 22 |
Derivatives in Cash Flow Hedging Relationships | The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, 2020 and 2019 was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of (Gain)/ 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 March 31, Portion) March 31, (IN MILLIONS) 2020 2019 2020 2019 Interest rate swaps $ 47 $ 8 Interest expense $ 2 $ (4 ) |
Long-term Debt and Other Fina_2
Long-term Debt and Other Financing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Unless otherwise stated, interest rates are as of March 31, 2020. March 31, 2020 December 31, 2019 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 2.76%) due 2023 $ 1,079 1,018 $ 1,086 1,079 $2,303 million Senior secured term loan (LIBOR based variable rate of 3.01%) due 2023 2,258 2,081 2,263 2,273 € of 2.50%) due 2023 592 575 603 606 $850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023 135 125 — — Total senior secured credit facilities (with weighted-average interest rate) 2.91 % 4,064 3,799 3.52 % 3,952 3,958 $800 million 4.50% senior debenture loan due 2020 799 783 799 802 $625 million 5.50% senior debenture loan due 2021 623 613 622 629 $2,300 million 5.00% senior debenture loan due 2022 2,294 2,159 2,293 2,312 $500 million 5.00% senior debenture loan due 2025 497 468 497 516 Total debenture loans (with weighted-average interest rate) 5.22 % 4,213 4,023 5.22 % 4,211 4,259 Other loans — — 1 1 Total long-term debt 4.09 % 8,277 7,822 4.40 % 8,164 8,218 Finance lease and other financing obligations 136 145 Total debt and other financing arrangements 8,413 8,309 Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings 1,054 914 Non-current portion of long-term debt and finance lease and other financing obligations $ 7,359 $ 7,395 |
Annual Maturities of Long-Term Debt | Annual maturities of Nielsen’s long-term debt are as follows: (IN MILLIONS) For April 1, 2020 to December 31, 2020 $ 978 2021 702 2022 2,398 2023 3,699 2024 — 2025 500 Thereafter — $ 8,277 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock Activity | Common stock activity is as follows: Three Months Ended March 31, 2020 Actual number of shares of common stock outstanding Beginning of period 356,149,883 Shares of common stock issued through compensation plans 328,883 Employee benefit trust activity (3,125 ) End of period 356,475,591 |
Summary of Dividends Declared on Nielsen's Common Stock | The following table represents the cash dividends declared by the Board and paid to shareholders foryears ended December 31, 2019 and the three months ended March 31, 2020, respectively. Declaration Date Record Date Payment Date Dividend Per Share February 21, 2019 March 7, 2019 March 21, 2019 $ 0.35 April 18, 2019 June 5, 2019 June 19, 2019 $ 0.35 July 18, 2019 August 22, 2019 September 5, 2019 $ 0.35 November 3, 2019 November 21, 2019 December 5, 2019 $ 0.06 February 20, 2020 March 5, 2020 March 19, 2020 $ 0.06 |
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) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information (IN MILLIONS) Connect Media Corporate Total Three Months Ended March 31, 2020 Revenues $ 717 $ 842 — $ 1,559 Operating income/(loss) $ (15 ) $ 191 $ (78 ) $ 98 Depreciation and amortization $ 65 $ 147 $ 2 $ 214 Restructuring charges $ 8 $ 1 $ 2 $ 11 Share-based compensation expense $ 5 $ 4 $ 7 $ 16 Other items (1) $ — $ — $ 21 $ 21 Separation-related costs (2) $ — $ — $ 35 $ 35 Business segment income/(loss) (3) $ 63 $ 343 $ (11 ) $ 395 Total assets as of March 31, 2020 $ 4,432 $ 9,597 $ 164 $ 14,193 (IN MILLIONS) Connect Media Corporate Total Three Months Ended March 31, 2019 Revenues $ 737 $ 826 — $ 1,563 Operating income/(loss) $ (2 ) $ 214 $ (38 ) $ 174 Depreciation and amortization $ 55 $ 123 $ 1 $ 179 Restructuring charges $ 22 $ 7 $ 6 $ 35 Share-based compensation expense $ 4 $ 3 $ 8 $ 15 Other items (1) $ — $ — $ 12 $ 12 Business segment income/(loss) (3) $ 79 $ 347 $ (11 ) $ 415 Total assets as of December 31, 2019 $ 4,376 $ 9,675 $ 268 $ 14,319 (1) Other items primarily consist of business optimization costs and transaction related costs for the three months ended March 31, 2020. Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three months ended March 31, 2019. (2) Separation-related costs consists of costs that would not have been incurred if Nielsen was not undertaking the separation of the Nielsen Global Connect business from the Nielsen Global Media business and positioning Global Connect and Global Media to operate as two independent companies. (3) 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) | 3 Months Ended |
Mar. 31, 2020 | |
Guarantees [Abstract] | |
Condensed Consolidated Statement of Comprehensive Income/(Loss) | Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income/(Loss) (Unaudited) For the three months ended March 31, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 880 $ 679 $ — $ 1,559 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 396 325 — 721 Selling, general and administrative expenses, exclusive of depreciation and amortization 1 — 282 232 — 515 Depreciation and amortization — — 174 40 — 214 Restructuring charges — — 4 7 — 11 Operating income/(loss) (1 ) — 24 75 — 98 Interest income — 211 24 11 (245 ) 1 Interest expense — (91 ) (224 ) (24 ) 245 (94 ) Foreign currency exchange transaction gains/(losses), net — — 16 (22 ) — (6 ) Other income/(expense), net — — 1 (2 ) — (1 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 120 (159 ) 38 — (2 ) Benefit/(provision) for income taxes — (32 ) 22 (1 ) — (11 ) Equity in net income/(loss) of subsidiaries (17 ) 53 120 — (156 ) — Net income/(loss) (18 ) 141 (17 ) 37 (156 ) (13 ) Less net income/(loss) attributable to noncontrolling interests — — — 5 — 5 Net income/(loss) attributable to controlling interest (18 ) 141 (17 ) 32 (156 ) (18 ) Total other comprehensive income/(loss) (125 ) (26 ) (125 ) (136 ) 279 (133 ) Other comprehensive income/(loss) attributable to noncontrolling interests — — — (8 ) — (8 ) Total other comprehensive income/(loss) attributable to controlling interests (125 ) (26 ) (125 ) (128 ) 279 (125 ) Total comprehensive income/(loss) (143 ) 115 (142 ) (99 ) 123 (146 ) Comprehensive income/(loss) attributable to noncontrolling interests — — — (3 ) — (3 ) Total comprehensive income/(loss) attributable to controlling interests $ (143 ) $ 115 $ (142 ) $ (96 ) $ 123 $ (143 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income/(Loss) (Unaudited) For the three months ended March 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 867 $ 696 $ — $ 1,563 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 376 319 — 695 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 234 245 — 480 Depreciation and amortization — — 145 34 — 179 Restructuring charges — — 12 23 — 35 Operating income/(loss) (1 ) — 100 75 — 174 Interest income — 184 10 2 (194 ) 2 Interest expense — (93 ) (190 ) (10 ) 194 (99 ) Foreign currency exchange transaction gains/(losses), net — — 1 (4 ) — (3 ) Other income/(expense), net — — (7 ) 12 — 5 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 91 (86 ) 75 — 79 Benefit/(provision) for income taxes — (25 ) 63 (70 ) — (32 ) Equity in net income/(loss) of subsidiaries 44 56 67 — (167 ) — Net income/(loss) 43 122 44 5 (167 ) 47 Less net income/(loss) attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interests 43 122 44 1 (167 ) 43 Total other comprehensive income/(loss) attributable to controlling interests 6 1 6 32 (39 ) 6 Total comprehensive income/(loss) 49 123 50 37 (206 ) 53 Comprehensive income/(loss) attributable to noncontrolling interests — — — 4 — 4 Total comprehensive income/(loss) attributable to controlling interests $ 49 $ 123 $ 50 $ 33 $ (206 ) $ 49 |
Condensed Consolidated Balance Sheet | Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) March 31, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 11 $ 1 $ 44 $ 303 $ — $ 359 Trade and other receivables, net — — 493 689 — 1,182 Prepaid expenses and other current assets — — 335 138 — 473 Intercompany receivables 5 1,770 244 55 (2,074 ) — Total current assets 16 1,771 1,116 1,185 (2,074 ) 2,014 Non-current assets — Property, plant and equipment, net — — 273 153 — 426 Operating lease right-of-use assets — — 184 194 — 378 Goodwill — — 5,115 864 — 5,979 Other intangible assets, net — — 4,305 501 — 4,806 Deferred tax assets 1 — - 266 — 267 Other non-current assets — — 250 73 — 323 Equity investment in subsidiaries 2,002 1,282 3,176 — (6,460 ) — Intercompany loans 25 8,887 879 141 (9,932 ) — Total assets $ 2,044 $ 11,940 $ 15,298 $ 3,377 $ (18,466 ) $ 14,193 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 104 $ 467 $ 506 $ — $ 1,077 Deferred revenues — — 246 156 — 402 Income tax liabilities — — 1 34 — 35 Current portion of long-term debt, finance lease obligations and short-term borrowings — 868 179 7 — 1,054 Intercompany payables — — 1,830 244 (2,074 ) — Total current liabilities — 972 2,723 947 (2,074 ) 2,568 Non-current liabilities Long-term debt and finance lease obligations — 7,274 75 10 — 7,359 Deferred tax liabilities — 71 876 84 — 1,031 Operating lease liabilities — — 209 154 — 363 Intercompany loans — — 9,053 879 (9,932 ) — Other non-current liabilities — 64 360 217 — 641 Total liabilities — 8,381 13,296 2,291 (12,006 ) 11,962 Total stockholders’ equity 2,044 3,559 2,002 899 (6,460 ) 2,044 Noncontrolling interests — — — 187 — 187 Total equity 2,044 3,559 2,002 1,086 (6,460 ) 2,231 Total liabilities and equity $ 2,044 $ 11,940 $ 15,298 $ 3,377 $ (18,466 ) $ 14,193 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ — $ 48 $ 404 $ — $ 454 Trade and other receivables, net — — 404 699 — 1,103 Prepaid expenses and other current assets — — 291 129 — 420 Intercompany receivables 7 1,615 278 69 (1,969 ) - Total current assets 9 1,615 1,021 1,301 (1,969 ) 1,977 Non-current assets - Property, plant and equipment, net — — 292 174 — 466 Operating lease right-of-use asset — — 190 203 — 393 Goodwill — — 5,103 890 — 5,993 Other intangible assets, net — — 4,370 511 — 4,881 Deferred tax assets 1 — — 275 — 276 Other non-current assets — — 256 77 — 333 Equity investment in subsidiaries 2,170 1,298 4,576 — (8,044 ) — Intercompany loans 25 8,887 896 1,605 (11,413 ) — Total assets $ 2,205 $ 11,800 $ 16,704 $ 5,036 $ (21,426 ) $ 14,319 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 10 $ 62 $ 517 $ 593 $ — $ 1,182 Deferred revenues — — 217 128 — 345 Income tax liabilities — — 4 56 — 60 Current portion of long-term debt, finance lease obligations and short-term borrowings — 861 46 7 — 914 Intercompany payables — 3 1,689 277 (1,969 ) — Total current liabilities 10 926 2,473 1,061 (1,969 ) 2,501 Non-current liabilities Long-term debt and finance lease obligations — 7,302 80 13 — 7,395 Operating lease liabilities — — 213 157 — 370 Deferred tax liabilities — 71 887 94 — 1,052 Intercompany loans — — 10,516 897 (11,413 ) — Other non-current liabilities — 22 365 226 — 613 Total liabilities 10 8,321 14,534 2,448 (13,382 ) 11,931 Total shareholders’ equity 2,195 3,479 2,170 2,395 (8,044 ) 2,195 Noncontrolling interests — — — 193 — 193 Total equity 2,195 3,479 2,170 2,588 (8,044 ) 2,388 Total liabilities and equity $ 2,205 $ 11,800 $ 16,704 $ 5,036 $ (21,426 ) $ 14,319 |
Condensed Consolidated Statement of Cash Flows | Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (12 ) $ 47 $ (38 ) $ (2 ) $ (5 ) Investing activities: — Acquisition of subsidiaries and affiliates, net of cash acquired — — (14 ) (13 ) (27 ) Proceeds from the sale of subsidiaries and affiliates, net — — — — — Additions to property, plant and equipment and other assets — — (1 ) (3 ) (4 ) Additions to intangible assets — — (84 ) (24 ) (108 ) Other investing activities — — — (3 ) (3 ) Net cash used in investing activities — — (99 ) (43 ) (142 ) Financing activities: — Net borrowings under revolving credit facility — — 135 — 135 Repayments of debt — (14 ) — — (14 ) Cash dividends paid to stockholders (21 ) — — — (21 ) Activity under share-based compensation plans — — (4 ) — (4 ) Proceeds from employee stock purchase plan 1 — — — 1 Finance leases — — (9 ) (2 ) (11 ) Settlement of intercompany and other financing activities 41 (32 ) 11 (24 ) (4 ) Net cash provided by/(used in) financing activities 21 (46 ) 133 (26 ) 82 Effect of exchange-rate changes on cash and cash equivalents — — — (30 ) (30 ) Net increase/(decrease) in cash and cash equivalents 9 1 (4 ) (101 ) (95 ) Cash and cash equivalents at beginning of period 2 — 48 404 454 Cash and cash equivalents at end of period $ 11 $ 1 $ 44 $ 303 $ 359 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (4 ) $ 15 $ 40 $ (94 ) $ (43 ) Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (11 ) (48 ) (59 ) Proceeds from the sale of subsidiaries and affiliates, net — — — — — Additions to property, plant and equipment and other assets — — (14 ) (16 ) (30 ) Additions to intangible assets — — (76 ) (16 ) (92 ) Other investing activities — — 1 — 1 Net cash used in investing activities — — (100 ) (80 ) (180 ) Financing activities: Net borrowings under revolving credit facility — — 263 — 263 Repayments of debt — (14 ) — — (14 ) Increase/(decrease) in other short-term borrowings — — — — — Cash dividends paid to shareholders (124 ) — — — (124 ) Activity under share-based compensation plans — — (3 ) — (3 ) Proceeds from employee stock purchase plan 1 — — — 1 Finance leases — — (13 ) (3 ) (16 ) Settlement of intercompany and other financing activities 127 1 (203 ) 72 (3 ) Net cash provided by/(used in) financing activities 4 (13 ) 44 69 104 Effect of exchange-rate changes on cash and cash equivalents — — (3 ) — (3 ) Net increase/(decrease) in cash and cash equivalents — 2 (19 ) (105 ) (122 ) Cash and cash equivalents at beginning of period 3 — 79 442 524 Cash and cash equivalents at end of period $ 3 $ 2 $ 60 $ 337 $ 402 |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)SegmentCountryshares | Mar. 31, 2019shares | Dec. 31, 2019USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Number of reportable segments | Segment | 2 | ||
Number of countries in which entity operates | Country | 100 | ||
Anti-dilutive shares excluded from calculation of earning per share under compensation plan | shares | 9,432,848 | 4,446,733 | |
Accounts receivable sold to third parties | $ 59 | ||
Proceed from sales of accounts receivable | 59 | ||
Accounts receivable outstanding | $ 30 | $ 85 |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | $ 1,559 | $ 1,563 |
Operating Segments | Products Transferred at a Point in Time | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 137 | 131 |
Operating Segments | Products and Services Transferred Over Time | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 1,422 | 1,432 |
Connect | Operating Segments | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 717 | 737 |
Connect | Operating Segments | Measurement | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 510 | 539 |
Connect | Operating Segments | Predict/Activate | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 207 | 198 |
Media | Operating Segments | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 842 | 826 |
Media | Operating Segments | Audience Measurement | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 615 | 605 |
Media | Operating Segments | Planning/Optimization | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | $ 227 | $ 221 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract Assets and Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Revenues [Abstract] | ||
Contract assets | $ 265 | $ 218 |
Contract liabilities | $ 402 | $ 346 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenues [Abstract] | |||
Increase in contract with customer asset | $ 208,000,000 | ||
Contract with customer asset offset | 155,000,000 | ||
Increase in contract with customer liability | 278,000,000 | ||
Contract with customer liability offset | 217,000,000 | ||
Revenue, remaining performance obligation | $ 8,200,000,000 | ||
Revenue, remaining performance obligations, percentage | 70.00% | ||
Deferred costs capitalized | $ 10,000,000 | $ 11,000,000 | |
Amortization of deferred costs | 1,000,000 | $ 2,000,000 | |
Impairment loss | $ 0 | $ 0 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Allowance for Doubtful Accounts Rollforward Incorporating Expected Credit Losses (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Allowance for accounts receivable | |
Balance Beginning of Period | $ 12 |
Charges to Expense | 2 |
Deductions | (2) |
Effect of Foreign Currency Translation | (1) |
Balance at End of Period | $ 11 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Payments to acquire businesses, net of cash acquired | $ 27 | $ 59 |
Leases - Additional Information
Leases - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020 | |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 17 | $ 12 |
Interest on lease liabilities | 2 | 2 |
Total finance lease cost | 19 | 14 |
Operating lease cost | 31 | 22 |
Short-term lease cost | 2 | |
Sublease income | (1) | (1) |
Total lease cost | $ 51 | $ 35 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Operating leases | |||
Operating lease right-of-use assets | $ 378 | $ 393 | |
Total operating lease liabilities | 469 | 480 | |
Finance leases | |||
Property, plant and equipment, net | 426 | 466 | |
Other intangible assets, gross | 6,408 | 6,310 | |
Accumulated amortization | (3,523) | (3,350) | |
Other intangible assets, net | 4,806 | 4,881 | |
Accounts payable and other current liabilities | 1,077 | 1,182 | |
Long-term debt and capital lease obligations | 7,359 | 7,395 | |
Total finance lease liabilities | 136 | 145 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | (2) | $ (2) | |
Operating cash flows from operating leases | (32) | (28) | |
Financing cash flows from finance leases | (11) | (16) | |
Right-of-use assets obtained in exchange for new finance lease liabilities | 2 | 8 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 23 | $ 30 | |
Weighted-average remaining lease term--finance leases | 4 years | 4 years | |
Weighted-average remaining lease term--operating leases | 8 years | 10 years | |
Weighted-average discount rate--finance leases | 6.07% | 4.58% | |
Weighted-average discount rate--operating leases | 4.14% | 4.55% | |
Finance Leases | |||
Finance leases | |||
Property, plant and equipment, gross | $ 390 | 393 | |
Accumulated depreciation | (224) | (213) | |
Property, plant and equipment, net | 166 | 180 | |
Other intangible assets, gross | 23 | 24 | |
Accumulated amortization | (15) | (13) | |
Other intangible assets, net | 8 | 11 | |
Accounts payable and other current liabilities | 52 | 53 | |
Long-term debt and capital lease obligations | 84 | 92 | |
Other Current Liabilities | |||
Operating leases | |||
Total operating lease liabilities | 105 | 110 | |
Operating Lease Liabilities | |||
Operating leases | |||
Total operating lease liabilities | $ 364 | $ 370 |
Leases - Schedule of Annual Mat
Leases - Schedule of Annual Maturities of Lease Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Leases, April 1, 2020 to December 31, 2020 | $ 93 | |
Operating Leases, 2021 | 96 | |
Operating Leases, 2022 | 77 | |
Operating Leases, 2023 | 56 | |
Operating Leases, 2024 | 41 | |
Operating Leases, 2025 | 29 | |
Operating Leases, Thereafter | 158 | |
Operating Leases, Total lease payments | 550 | |
Operating Leases, Less imputed interest | (81) | |
Operating Leases, Total | 469 | $ 480 |
Finance Leases, April 1, 2020 to December 31, 2020 | 43 | |
Finance Leases, 2021 | 42 | |
Finance Leases, 2022 | 29 | |
Finance Leases, 2023 | 20 | |
Finance Leases, 2024 | 12 | |
Finance Leases, 2025 | 4 | |
Finance Leases, Thereafter | 5 | |
Finance Leases, Total lease payments | 155 | |
Finance Leases, Less imputed interest | (19) | |
Finance Leases, Total | $ 136 | $ 145 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Goodwill, impairment loss | $ 0 | |
Goodwill deductible for income tax purposes | 42,000,000 | |
Amortization expense, intangible assets | 168,000,000 | $ 138,000,000 |
Amortization expense, computer software | 121,000,000 | $ 87,000,000 |
Purchased Software | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Net book value | 30,000,000 | |
Internally Developed Software | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Net book value | $ 1,321,000,000 | |
Maximum | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Percentage of fair value in excess of carrying amount | 5.00% |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Line Items] | |
Balance beginning | $ 5,993 |
Acquisitions, divestitures and other adjustments | 21 |
Effect of foreign currency translation | (35) |
Balance ending | 5,979 |
Connect | |
Goodwill [Line Items] | |
Balance beginning | 331 |
Acquisitions, divestitures and other adjustments | 21 |
Effect of foreign currency translation | (14) |
Balance ending | 338 |
Media | |
Goodwill [Line Items] | |
Balance beginning | 5,662 |
Effect of foreign currency translation | (21) |
Balance ending | $ 5,641 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | $ 6,408 | $ 6,310 |
Amortized intangibles, Accumulated Amortization | (3,523) | (3,350) |
Trade names and trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 144 | 144 |
Amortized intangibles, Accumulated Amortization | (110) | (109) |
Customer - related intangibles | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 3,144 | 3,153 |
Amortized intangibles, Accumulated Amortization | (1,809) | (1,764) |
Covenants-not-to-compete | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 37 | 37 |
Amortized intangibles, Accumulated Amortization | (36) | (36) |
Content database | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 168 | 168 |
Amortized intangibles, Accumulated Amortization | (43) | (40) |
Computer software | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 2,732 | 2,626 |
Amortized intangibles, Accumulated Amortization | (1,381) | (1,260) |
Patents and other | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 183 | 182 |
Amortized intangibles, Accumulated Amortization | (144) | (141) |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | $ 2,388 | $ 3,043 |
Amounts reclassified from accumulated other comprehensive income/(loss) | (4) | 1 |
Total other comprehensive income/(loss) | (133) | 6 |
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | (8) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (125) | 6 |
Balance | 2,231 | 2,989 |
Currency Translation Adjustments | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (776) | (779) |
Other comprehensive income/(loss) before reclassifications | (104) | 11 |
Total other comprehensive income/(loss) | (104) | |
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | (8) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (96) | 11 |
Balance | (872) | (768) |
Cash Flow Hedges | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (19) | 11 |
Other comprehensive income/(loss) before reclassifications | (34) | (6) |
Amounts reclassified from accumulated other comprehensive income/(loss) | 1 | (3) |
Total other comprehensive income/(loss) | (33) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (33) | (9) |
Balance | (52) | 2 |
Post-Employment Benefits | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (210) | (342) |
Other comprehensive income/(loss) before reclassifications | 1 | 2 |
Amounts reclassified from accumulated other comprehensive income/(loss) | 3 | 2 |
Total other comprehensive income/(loss) | 4 | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | 4 | 4 |
Balance | (206) | (338) |
AOCI Including Portion Attributable to Noncontrolling Interest | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (1,005) | (1,110) |
Other comprehensive income/(loss) before reclassifications | (137) | 7 |
Amounts reclassified from accumulated other comprehensive income/(loss) | 4 | (1) |
Total other comprehensive income/(loss) | (133) | |
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | (8) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (125) | 6 |
Balance | $ (1,130) | $ (1,104) |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
(Benefit)/provision for income taxes | $ 11 | $ 32 |
Net income attributable to Nielsen stockholders | 18 | (43) |
Net income attributable to Nielsen stockholders | 4 | (1) |
Cash Flow Hedges | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Net income attributable to Nielsen stockholders | (1) | 3 |
Cash Flow Hedges | Interest rate contracts | Amount Reclassified from Accumulated Other Comprehensive Loss/(Income) | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Interest (income)/expense | 2 | (4) |
(Benefit)/provision for income taxes | (1) | 1 |
Net income attributable to Nielsen stockholders | 1 | (3) |
Amortization of Actuarial Loss | ||
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 | 4 | 3 |
(Benefit)/provision for income taxes | (1) | (1) |
Net income attributable to Nielsen stockholders | $ 3 | $ 2 |
Restructuring Activities - Summ
Restructuring Activities - Summary of Changes in Liabilities for Restructuring Activities (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Restructuring And Related Activities [Abstract] | ||
Beginning Balance | $ 35 | |
Charges | 8 | [1] |
Payments | (17) | |
Effect of foreign currency translation and other adjustments | 1 | |
Ending Balance | $ 27 | |
[1] | Excludes charges related to operating lease right-of-use assets of $3 million. |
Restructuring Activities - Su_2
Restructuring Activities - Summary of Changes in Liabilities for Restructuring Activities (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Operating Lease Right-of-use Assets | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | $ 3 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |||
Restructuring charges | $ 11 | $ 35 | |
Restructuring reserve | 27 | $ 35 | |
Restructuring actions for remaining liabilities, Current | $ 22 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | |
Assets: | |||
Asset | $ 27 | $ 28 | |
Liabilities: | |||
Liabilities | 93 | 48 | |
Interest Rate Swap Arrangements | |||
Liabilities: | |||
Liabilities | [1] | 68 | 22 |
Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 25 | 26 |
Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 25 | 26 |
Investment In Mutual Funds | |||
Assets: | |||
Asset | [4] | 2 | 2 |
Level 1 | |||
Assets: | |||
Asset | 27 | 28 | |
Liabilities: | |||
Liabilities | 25 | 26 | |
Level 1 | Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 25 | 26 |
Level 1 | Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 25 | 26 |
Level 1 | Investment In Mutual Funds | |||
Assets: | |||
Asset | [4] | 2 | 2 |
Level 2 | |||
Liabilities: | |||
Liabilities | 68 | 22 | |
Level 2 | Interest Rate Swap Arrangements | |||
Liabilities: | |||
Liabilities | [1] | $ 68 | $ 22 |
[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 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 ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Derivative Instruments Gain Loss [Line Items] | |||
Pre-tax gains (losses) from accumulated other comprehensive loss to interest expense expected to be recognized in next twelve months | $ (26,000,000) | ||
Foreign Currency Exchange Contract | |||
Derivative Instruments Gain Loss [Line Items] | |||
Gain (loss) on derivative financial instruments | (3,000,000) | $ 1,000,000 | |
Notional amount of outstanding derivative financial instruments | $ 100,000,000 | $ 125,000,000 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Interest Rate Swaps (Detail) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
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 |
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 |
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 |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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) | $ 94 | $ 99 |
Amount of gain/(loss) reclassified from accumulated other comprehensive income into income, net of tax | $ (1) | $ 3 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Derivative Instruments in Consolidated Balance Sheets (Detail) - Interest Rate Swap Arrangements - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Liabilities | $ 3 | |
Other Non-Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Liabilities | $ 65 | $ 22 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives in Cash Flow Hedging Relationships (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest Rate Swap Arrangements | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of (Gain)/Loss Recognized in OCI (Effective Portion) | $ 47 | $ 8 |
Interest Expense | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of (Gain)/Loss Reclassified from AOCI into Income (Effective Portion) | $ 2 | $ (4) |
Long-term Debt and Other Fina_3
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 4.09% | 4.40% |
Total long-term debt, Carrying Amount | $ 8,277 | $ 8,164 |
Finance lease and other financing obligations | 136 | 145 |
Total debt and other financing arrangements | 8,413 | 8,309 |
Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings | 1,054 | 914 |
Long-term debt and finance lease obligations | 7,359 | 7,395 |
Total long-term debt, Fair Value | $ 7,822 | $ 8,218 |
Senior secured credit facilities | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 2.91% | 3.52% |
Total long-term debt, Carrying Amount | $ 4,064 | $ 3,952 |
Total long-term debt, Fair Value | $ 3,799 | $ 3,958 |
Debenture loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 5.22% | 5.22% |
Total long-term debt, Carrying Amount | $ 4,213 | $ 4,211 |
Total long-term debt, Fair Value | 4,023 | 4,259 |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 2.76% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1,079 | 1,086 |
Total long-term debt, Fair Value | 1,018 | 1,079 |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.01% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,258 | 2,263 |
Total long-term debt, Fair Value | 2,081 | 2,273 |
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 | 592 | 603 |
Total long-term debt, Fair Value | 575 | 606 |
Senior Secured Revolving Credit Facility Due 2023 | Euro Libor or Libor based variable rate | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 135 | |
Total long-term debt, Fair Value | 125 | |
Senior Debenture Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 799 | 799 |
Total long-term debt, Fair Value | 783 | 802 |
Senior debenture loan due 2021 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 623 | 622 |
Total long-term debt, Fair Value | 613 | 629 |
Senior Debenture Loan Due 2022 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,294 | 2,293 |
Total long-term debt, Fair Value | 2,159 | 2,312 |
Senior Debenture Loan Due 2025 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 497 | 497 |
Total long-term debt, Fair Value | $ 468 | 516 |
Other Loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1 | |
Total long-term debt, Fair Value | $ 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 | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019EUR (€) | |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 2.76% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 1,125 | $ 1,125 | ||
Debt instrument, variable rate | 2.76% | 2.76% | ||
Debt instrument, maturity year | 2023 | 2023 | ||
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.01% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,303 | $ 2,303 | ||
Debt instrument, variable rate | 3.01% | 3.01% | ||
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 - Additional Information (Detail) - Senior Debenture Loan Due 2020 - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Debt instrument face value | $ 800 | $ 800 |
Debt instrument interest rate stated percentage | 4.50% | 4.50% |
Debt instrument maturity month and year | 2020-10 | |
Long term debt including interest payable | $ 817 |
Long-term Debt and Other Fina_6
Long-term Debt and Other Financing Arrangements - Annual Maturities of Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
For April 1, 2020 to December 31, 2020 | $ 978 | |
2021 | 702 | |
2022 | 2,398 | |
2023 | 3,699 | |
2025 | 500 | |
Total | $ 8,277 | $ 8,164 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Activity (Detail) | 3 Months Ended |
Mar. 31, 2020shares | |
Actual number of shares of common stock outstanding | |
Beginning of period | 356,149,883 |
Shares of common stock issued through compensation plans | 328,883 |
Employee benefit trust activity | (3,125) |
End of period | 356,475,591 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Dividends Paid (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Dividends Payable [Line Items] | |||
Dividend Per Share | $ 0.06 | $ 0.35 | |
Installment One | |||
Dividends Payable [Line Items] | |||
Declaration Date | Feb. 20, 2020 | Feb. 21, 2019 | |
Record Date | Mar. 5, 2020 | Mar. 7, 2019 | |
Payment Date | Mar. 19, 2020 | Mar. 21, 2019 | |
Dividend Per Share | $ 0.06 | $ 0.35 | |
Installment Two | |||
Dividends Payable [Line Items] | |||
Declaration Date | Apr. 18, 2019 | ||
Record Date | Jun. 5, 2019 | ||
Payment Date | Jun. 19, 2019 | ||
Dividend Per Share | $ 0.35 | ||
Installment Three | |||
Dividends Payable [Line Items] | |||
Declaration Date | Jul. 18, 2019 | ||
Record Date | Aug. 22, 2019 | ||
Payment Date | Sep. 5, 2019 | ||
Dividend Per Share | $ 0.35 | ||
Installment Four | |||
Dividends Payable [Line Items] | |||
Declaration Date | Nov. 3, 2019 | ||
Record Date | Nov. 21, 2019 | ||
Payment Date | Dec. 5, 2019 | ||
Dividend Per Share | $ 0.06 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Apr. 16, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 11, 2015 | Oct. 23, 2014 | Jul. 25, 2013 |
Stockholders Equity [Line Items] | ||||||
Dividends declared per common share | $ 0.06 | $ 0.35 | ||||
Cost of treasury stock | $ 2,000,000,000 | $ 500,000,000 | $ 1,000,000,000 | $ 500,000,000 | ||
Program executed within limitations of authority granted date | Aug. 6, 2015 | |||||
Stock repurchase program expiration | 2020-08 | |||||
Cumulative shares repurchased | 39,426,521 | |||||
Average price of common stock purchased | $ 44.95 | |||||
Payments for repurchase of common stock | $ 1,772,000,000 | |||||
Repurchases of common stock | 0 | |||||
Maximum | ||||||
Stockholders Equity [Line Items] | ||||||
Cost of treasury stock | $ 2,000,000,000 | |||||
Subsequent Event | ||||||
Stockholders Equity [Line Items] | ||||||
Declaration Date | Apr. 16, 2020 | |||||
Dividends declared per common share | $ 0.06 | |||||
Cash dividend, date to be Paid | Jun. 18, 2020 | |||||
Cash dividend, recorded date | Jun. 4, 2020 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Approved Authorized Shares for Repurchase Program (Detail) - USD ($) | Mar. 31, 2020 | 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 | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rates before discrete tax items | 47.00% | 31.00% | |
Income tax expense (benefit) before discrete tax items | $ (1) | $ 25 | |
(Benefit)/provision for income taxes | $ 11 | $ 32 | |
Liabilities for unrecognized tax benefits | $ 164 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Business Segment Inf
Segments - Business Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,559 | $ 1,563 | ||
Operating income/(loss) | 98 | 174 | ||
Depreciation and amortization | 214 | 179 | ||
Restructuring charges | 11 | 35 | ||
Share-based compensation expense | 16 | 15 | ||
Other items | [1] | 21 | 12 | |
Separation-related costs | [2] | 35 | ||
Business segment income/(loss) | [3] | 395 | 415 | |
Total assets | 14,193 | $ 14,319 | ||
Operating Segments | Connect | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 717 | 737 | ||
Operating income/(loss) | (15) | (2) | ||
Depreciation and amortization | 65 | 55 | ||
Restructuring charges | 8 | 22 | ||
Share-based compensation expense | 5 | 4 | ||
Business segment income/(loss) | [3] | 63 | 79 | |
Total assets | 4,432 | 4,376 | ||
Operating Segments | Media | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 842 | 826 | ||
Operating income/(loss) | 191 | 214 | ||
Depreciation and amortization | 147 | 123 | ||
Restructuring charges | 1 | 7 | ||
Share-based compensation expense | 4 | 3 | ||
Business segment income/(loss) | [3] | 343 | 347 | |
Total assets | 9,597 | 9,675 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income/(loss) | (78) | (38) | ||
Depreciation and amortization | 2 | 1 | ||
Restructuring charges | 2 | 6 | ||
Share-based compensation expense | 7 | 8 | ||
Other items | [1] | 21 | 12 | |
Separation-related costs | [2] | 35 | ||
Business segment income/(loss) | [3] | (11) | $ (11) | |
Total assets | $ 164 | $ 268 | ||
[1] | Other items primarily consist of business optimization costs and transaction related costs for the three months ended March 31, 2020. Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three months ended March 31, 2019. | |||
[2] | Separation-related costs consists of costs that would not have been incurred if Nielsen was not undertaking the separation of the Nielsen Global Connect business from the Nielsen Global Media business and positioning Global Connect and Global Media to operate as two independent companies. | |||
[3] | 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. |
Segments - Business Segment I_2
Segments - Business Segment Information (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2020Company | |
Segment Reporting [Abstract] | |
Number of Independent Companies | 2 |
Guarantor Financial Informati_3
Guarantor Financial Information - Additional Information (Detail) | Mar. 31, 2020 |
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/(Loss) (Unaudited) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Financial Statements Captions [Line Items] | ||
Revenues | $ 1,559 | $ 1,563 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 721 | 695 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 515 | 480 |
Depreciation and amortization | 214 | 179 |
Restructuring charges | 11 | 35 |
Operating income/(loss) | 98 | 174 |
Interest income | 1 | 2 |
Interest expense | (94) | (99) |
Foreign currency exchange transaction gains/(losses), net | (6) | (3) |
Other income/(expense), net | (1) | 5 |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries | (2) | 79 |
Benefit/(provision) for income taxes | (11) | (32) |
Net income/(loss) | (13) | 47 |
Less net income/(loss) attributable to noncontrolling interests | 5 | 4 |
Net income/(loss) attributable to Nielsen shareholders | (18) | 43 |
Total other comprehensive income/(loss) | (133) | 6 |
Other comprehensive income/(loss) attributable to noncontrolling interests | (8) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (125) | 6 |
Total comprehensive income/(loss) | (146) | 53 |
Comprehensive income/(loss) attributable to noncontrolling interests | (3) | 4 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | (143) | 49 |
Parent | ||
Condensed Financial Statements Captions [Line Items] | ||
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 1 | 1 |
Operating income/(loss) | (1) | (1) |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries | (1) | (1) |
Equity in net income/(loss) of subsidiaries | (17) | 44 |
Net income/(loss) | (18) | 43 |
Net income/(loss) attributable to Nielsen shareholders | (18) | 43 |
Total other comprehensive income/(loss) | (125) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (125) | 6 |
Total comprehensive income/(loss) | (143) | 49 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | (143) | 49 |
Issuers | ||
Condensed Financial Statements Captions [Line Items] | ||
Interest income | 211 | 184 |
Interest expense | (91) | (93) |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries | 120 | 91 |
Benefit/(provision) for income taxes | (32) | (25) |
Equity in net income/(loss) of subsidiaries | 53 | 56 |
Net income/(loss) | 141 | 122 |
Net income/(loss) attributable to Nielsen shareholders | 141 | 122 |
Total other comprehensive income/(loss) | (26) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (26) | 1 |
Total comprehensive income/(loss) | 115 | 123 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | 115 | 123 |
Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Revenues | 880 | 867 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 396 | 376 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 282 | 234 |
Depreciation and amortization | 174 | 145 |
Restructuring charges | 4 | 12 |
Operating income/(loss) | 24 | 100 |
Interest income | 24 | 10 |
Interest expense | (224) | (190) |
Foreign currency exchange transaction gains/(losses), net | 16 | 1 |
Other income/(expense), net | 1 | (7) |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries | (159) | (86) |
Benefit/(provision) for income taxes | 22 | 63 |
Equity in net income/(loss) of subsidiaries | 120 | 67 |
Net income/(loss) | (17) | 44 |
Net income/(loss) attributable to Nielsen shareholders | (17) | 44 |
Total other comprehensive income/(loss) | (125) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (125) | 6 |
Total comprehensive income/(loss) | (142) | 50 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | (142) | 50 |
Non-Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Revenues | 679 | 696 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 325 | 319 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 232 | 245 |
Depreciation and amortization | 40 | 34 |
Restructuring charges | 7 | 23 |
Operating income/(loss) | 75 | 75 |
Interest income | 11 | 2 |
Interest expense | (24) | (10) |
Foreign currency exchange transaction gains/(losses), net | (22) | (4) |
Other income/(expense), net | (2) | 12 |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries | 38 | 75 |
Benefit/(provision) for income taxes | (1) | (70) |
Net income/(loss) | 37 | 5 |
Less net income/(loss) attributable to noncontrolling interests | 5 | 4 |
Net income/(loss) attributable to Nielsen shareholders | 32 | 1 |
Total other comprehensive income/(loss) | (136) | |
Other comprehensive income/(loss) attributable to noncontrolling interests | (8) | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (128) | 32 |
Total comprehensive income/(loss) | (99) | 37 |
Comprehensive income/(loss) attributable to noncontrolling interests | (3) | 4 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | (96) | 33 |
Consolidation Eliminations | ||
Condensed Financial Statements Captions [Line Items] | ||
Interest income | (245) | (194) |
Interest expense | 245 | 194 |
Equity in net income/(loss) of subsidiaries | (156) | (167) |
Net income/(loss) | (156) | (167) |
Net income/(loss) attributable to Nielsen shareholders | (156) | (167) |
Total other comprehensive income/(loss) | 279 | |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | 279 | (39) |
Total comprehensive income/(loss) | 123 | (206) |
Total comprehensive income/(loss) attributable to Nielsen shareholders | $ 123 | $ (206) |
Guarantor Financial Informati_5
Guarantor Financial Information - Condensed Consolidated Balance Sheet (Unaudited) (Detail) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||||
Cash and cash equivalents | $ 359 | $ 454 | $ 402 | $ 524 |
Trade and other receivables, net | 1,182 | 1,103 | ||
Prepaid expenses and other current assets | 473 | 420 | ||
Total current assets | 2,014 | 1,977 | ||
Non-current assets | ||||
Property, plant and equipment, net | 426 | 466 | ||
Operating lease right-of-use asset | 378 | 393 | ||
Goodwill | 5,979 | 5,993 | ||
Other intangible assets, net | 4,806 | 4,881 | ||
Deferred tax assets | 267 | 276 | ||
Other non-current assets | 323 | 333 | ||
Total assets | 14,193 | 14,319 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 1,077 | 1,182 | ||
Deferred revenues | 402 | 345 | ||
Income tax liabilities | 35 | 60 | ||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 1,054 | 914 | ||
Total current liabilities | 2,568 | 2,501 | ||
Non-current liabilities | ||||
Long-term debt and finance lease obligations | 7,359 | 7,395 | ||
Deferred tax liabilities | 1,031 | 1,052 | ||
Operating lease liabilities | 363 | 370 | ||
Other non-current liabilities | 641 | 613 | ||
Total liabilities | 11,962 | 11,931 | ||
Total stockholders’ equity | 2,044 | 2,195 | ||
Noncontrolling interests | 187 | 193 | ||
Total equity | 2,231 | 2,388 | 2,989 | 3,043 |
Total liabilities and equity | 14,193 | 14,319 | ||
Parent | ||||
Current assets | ||||
Cash and cash equivalents | 11 | 2 | 3 | 3 |
Intercompany receivables | 5 | 7 | ||
Total current assets | 16 | 9 | ||
Non-current assets | ||||
Deferred tax assets | 1 | 1 | ||
Equity investment in subsidiaries | 2,002 | 2,170 | ||
Intercompany loans | 25 | 25 | ||
Total assets | 2,044 | 2,205 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 10 | |||
Total current liabilities | 10 | |||
Non-current liabilities | ||||
Total liabilities | 10 | |||
Total stockholders’ equity | 2,044 | 2,195 | ||
Total equity | 2,044 | 2,195 | ||
Total liabilities and equity | 2,044 | 2,205 | ||
Issuers | ||||
Current assets | ||||
Cash and cash equivalents | 1 | 2 | ||
Intercompany receivables | 1,770 | 1,615 | ||
Total current assets | 1,771 | 1,615 | ||
Non-current assets | ||||
Equity investment in subsidiaries | 1,282 | 1,298 | ||
Intercompany loans | 8,887 | 8,887 | ||
Total assets | 11,940 | 11,800 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 104 | 62 | ||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 868 | 861 | ||
Intercompany payables | 3 | |||
Total current liabilities | 972 | 926 | ||
Non-current liabilities | ||||
Long-term debt and finance lease obligations | 7,274 | 7,302 | ||
Deferred tax liabilities | 71 | 71 | ||
Other non-current liabilities | 64 | 22 | ||
Total liabilities | 8,381 | 8,321 | ||
Total stockholders’ equity | 3,559 | 3,479 | ||
Total equity | 3,559 | 3,479 | ||
Total liabilities and equity | 11,940 | 11,800 | ||
Guarantor | ||||
Current assets | ||||
Cash and cash equivalents | 44 | 48 | 60 | 79 |
Trade and other receivables, net | 493 | 404 | ||
Prepaid expenses and other current assets | 335 | 291 | ||
Intercompany receivables | 244 | 278 | ||
Total current assets | 1,116 | 1,021 | ||
Non-current assets | ||||
Property, plant and equipment, net | 273 | 292 | ||
Operating lease right-of-use asset | 184 | 190 | ||
Goodwill | 5,115 | 5,103 | ||
Other intangible assets, net | 4,305 | 4,370 | ||
Other non-current assets | 250 | 256 | ||
Equity investment in subsidiaries | 3,176 | 4,576 | ||
Intercompany loans | 879 | 896 | ||
Total assets | 15,298 | 16,704 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 467 | 517 | ||
Deferred revenues | 246 | 217 | ||
Income tax liabilities | 1 | 4 | ||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 179 | 46 | ||
Intercompany payables | 1,830 | 1,689 | ||
Total current liabilities | 2,723 | 2,473 | ||
Non-current liabilities | ||||
Long-term debt and finance lease obligations | 75 | 80 | ||
Deferred tax liabilities | 876 | 887 | ||
Operating lease liabilities | 209 | 213 | ||
Intercompany loans | 9,053 | 10,516 | ||
Other non-current liabilities | 360 | 365 | ||
Total liabilities | 13,296 | 14,534 | ||
Total stockholders’ equity | 2,002 | 2,170 | ||
Total equity | 2,002 | 2,170 | ||
Total liabilities and equity | 15,298 | 16,704 | ||
Non-Guarantor | ||||
Current assets | ||||
Cash and cash equivalents | 303 | 404 | $ 337 | $ 442 |
Trade and other receivables, net | 689 | 699 | ||
Prepaid expenses and other current assets | 138 | 129 | ||
Intercompany receivables | 55 | 69 | ||
Total current assets | 1,185 | 1,301 | ||
Non-current assets | ||||
Property, plant and equipment, net | 153 | 174 | ||
Operating lease right-of-use asset | 194 | 203 | ||
Goodwill | 864 | 890 | ||
Other intangible assets, net | 501 | 511 | ||
Deferred tax assets | 266 | 275 | ||
Other non-current assets | 73 | 77 | ||
Intercompany loans | 141 | 1,605 | ||
Total assets | 3,377 | 5,036 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 506 | 593 | ||
Deferred revenues | 156 | 128 | ||
Income tax liabilities | 34 | 56 | ||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 7 | 7 | ||
Intercompany payables | 244 | 277 | ||
Total current liabilities | 947 | 1,061 | ||
Non-current liabilities | ||||
Long-term debt and finance lease obligations | 10 | 13 | ||
Deferred tax liabilities | 84 | 94 | ||
Operating lease liabilities | 154 | 157 | ||
Intercompany loans | 879 | 897 | ||
Other non-current liabilities | 217 | 226 | ||
Total liabilities | 2,291 | 2,448 | ||
Total stockholders’ equity | 899 | 2,395 | ||
Noncontrolling interests | 187 | 193 | ||
Total equity | 1,086 | 2,588 | ||
Total liabilities and equity | 3,377 | 5,036 | ||
Consolidation Eliminations | ||||
Current assets | ||||
Intercompany receivables | (2,074) | (1,969) | ||
Total current assets | (2,074) | (1,969) | ||
Non-current assets | ||||
Equity investment in subsidiaries | (6,460) | (8,044) | ||
Intercompany loans | (9,932) | (11,413) | ||
Total assets | (18,466) | (21,426) | ||
Current liabilities | ||||
Intercompany payables | (2,074) | (1,969) | ||
Total current liabilities | (2,074) | (1,969) | ||
Non-current liabilities | ||||
Intercompany loans | (9,932) | (11,413) | ||
Total liabilities | (12,006) | (13,382) | ||
Total stockholders’ equity | (6,460) | (8,044) | ||
Total equity | (6,460) | (8,044) | ||
Total liabilities and equity | $ (18,466) | $ (21,426) |
Guarantor Financial Informati_6
Guarantor Financial Information - Condensed Consolidated Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by/(used in) operating activities | $ (5) | $ (43) |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (27) | (59) |
Additions to property, plant and equipment and other assets | (4) | (30) |
Additions to intangible assets | (108) | (92) |
Other investing activities | (3) | 1 |
Net cash used in investing activities | (142) | (180) |
Financing activities: | ||
Net borrowings under revolving credit facility | 135 | 263 |
Repayment of debt | (14) | (14) |
Cash dividends paid to shareholders | (21) | (124) |
Activity from share-based compensation plans | (4) | (3) |
Proceeds from employee stock purchase plan | 1 | 1 |
Finance leases | (11) | (16) |
Settlement of intercompany and other financing activities | (4) | (3) |
Net cash provided by/(used in) financing activities | 82 | 104 |
Effect of exchange-rate changes on cash and cash equivalents | (30) | (3) |
Net increase/(decrease) in cash and cash equivalents | (95) | (122) |
Cash and cash equivalents at beginning of period | 454 | 524 |
Cash and cash equivalents at end of period | 359 | 402 |
Parent | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by/(used in) operating activities | (12) | (4) |
Financing activities: | ||
Cash dividends paid to shareholders | (21) | (124) |
Proceeds from employee stock purchase plan | 1 | 1 |
Settlement of intercompany and other financing activities | 41 | 127 |
Net cash provided by/(used in) financing activities | 21 | 4 |
Net increase/(decrease) in cash and cash equivalents | 9 | |
Cash and cash equivalents at beginning of period | 2 | 3 |
Cash and cash equivalents at end of period | 11 | 3 |
Issuers | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by/(used in) operating activities | 47 | 15 |
Financing activities: | ||
Repayment of debt | (14) | (14) |
Settlement of intercompany and other financing activities | (32) | 1 |
Net cash provided by/(used in) financing activities | (46) | (13) |
Net increase/(decrease) in cash and cash equivalents | 1 | 2 |
Cash and cash equivalents at end of period | 1 | 2 |
Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by/(used in) operating activities | (38) | 40 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (14) | (11) |
Additions to property, plant and equipment and other assets | (1) | (14) |
Additions to intangible assets | (84) | (76) |
Other investing activities | 1 | |
Net cash used in investing activities | (99) | (100) |
Financing activities: | ||
Net borrowings under revolving credit facility | 135 | 263 |
Activity from share-based compensation plans | (4) | (3) |
Finance leases | (9) | (13) |
Settlement of intercompany and other financing activities | 11 | (203) |
Net cash provided by/(used in) financing activities | 133 | 44 |
Effect of exchange-rate changes on cash and cash equivalents | (3) | |
Net increase/(decrease) in cash and cash equivalents | (4) | (19) |
Cash and cash equivalents at beginning of period | 48 | 79 |
Cash and cash equivalents at end of period | 44 | 60 |
Non-Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by/(used in) operating activities | (2) | (94) |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (13) | (48) |
Additions to property, plant and equipment and other assets | (3) | (16) |
Additions to intangible assets | (24) | (16) |
Other investing activities | (3) | |
Net cash used in investing activities | (43) | (80) |
Financing activities: | ||
Finance leases | (2) | (3) |
Settlement of intercompany and other financing activities | (24) | 72 |
Net cash provided by/(used in) financing activities | (26) | 69 |
Effect of exchange-rate changes on cash and cash equivalents | (30) | |
Net increase/(decrease) in cash and cash equivalents | (101) | (105) |
Cash and cash equivalents at beginning of period | 404 | 442 |
Cash and cash equivalents at end of period | $ 303 | $ 337 |