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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

There were ~~355,494,014~~356,475,591 shares of the registrant’s Common Stock outstanding as of March 31, ~~2019.~~2020.

	Three Months Ended						Three Months Ended
	March 31,						March 31,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2019			2018			2020			2019
Revenues	$	1,563		$	1,610		$	1,559		$	1,563
Cost of revenues, exclusive of depreciation and amortization shown separately below		695			719			721			695
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		480			493			515			480
Depreciation and amortization		179			167			214			179
Restructuring charges		35			24			11			35
Operating income		174			207
Operating income/(loss)								98			174
Interest income		2			2			1			2
Interest expense		(99	)		(96	)		(94	)		(99	)
Foreign currency exchange transaction gains/(losses), net		(3	)		—			(6	)		(3	)
Other income/(expense), net		5		1				(1	)	5
Income/(loss) from continuing operations before income taxes		79			114			(2	)		79
Benefit/(provision) for income taxes		(32	)		(39	)		(11	)		(32	)
Net income/(loss)		47			75			(13	)		47
Net income/(loss) attributable to noncontrolling interests		4			3			5			4
Net income/(loss) attributable to Nielsen shareholders	$	43		$	72		$	(18	)	$	43
Net income/(loss) per share of common stock, basic
Net income/(loss) attributable to Nielsen shareholders	$	0.12		$	0.20		$	(0.05	)	$	0.12
Net income/(loss) per share of common stock, diluted
Net income/(loss) attributable to Nielsen shareholders	$	0.12		$	0.20		$	(0.05	)	$	0.12
Weighted-average shares of common stock outstanding, basic		355,444,756			356,460,561			356,389,022			355,444,756
Dilutive shares of common stock		912,327			813,254			—			912,327
Weighted-average shares of common stock outstanding, diluted		356,357,083			357,273,815			356,389,022			356,357,083
Dividends declared per common share	$	0.35		$	0.34		$	0.06		$	0.35

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

	Three Months Ended					Three Months Ended
	March 31,					March 31,
(IN MILLIONS)	2019			2018		2020			2019
Net income/(loss)	$	47		$	75	$	(13	)	$	47
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments ⁽¹⁾		11			41		(104	)		11
Changes in the fair value of cash flow hedges ⁽²⁾		(9	)		11		(33	)		(9	)
Defined benefit pension plan adjustments ⁽³⁾		4			4		4			4
Total other comprehensive income/(loss)		6			56		(133	)		6
Total comprehensive income/(loss)		53			131		(146	)		53
Less: comprehensive income/(loss) attributable to noncontrolling interests		4			5		(3	)		4
Total comprehensive income/(loss) attributable to Nielsen shareholders	$	49		$	126	$	(143	)	$	49

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

	March 31,			December 31,			March 31,			December 31,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2019			2018			2020			2019
	(Unaudited)						(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	402		$	524		$	359		$	454
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $27 and $31 as of March 31, 2019 and December 31, 2018, respectively		1,221			1,118
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		424			361			473			420
Total current assets		2,047			2,003			2,014			1,977
Non-current assets
Property, plant and equipment, net		473			468			426			466
Operating lease right-of-use asset		506			-			378			393
Goodwill		7,009			6,987			5,979			5,993
Other intangible assets, net		5,020			5,024			4,806			4,881
Deferred tax assets		334			333			267			276
Other non-current assets		353			364			323			333
Total assets	$	15,742		$	15,179		$	14,193		$	14,319
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	1,071		$	1,119		$	1,077		$	1,182
Deferred revenues		376			355			402			345
Income tax liabilities		85			76			35			60
Current portion of long-term debt, finance lease obligations and short-term borrowings		385			107			1,054			914
Total current liabilities		1,917			1,657			2,568			2,501
Non-current liabilities
Long-term debt and finance lease obligations		8,242			8,280			7,359			7,395
Deferred tax liabilities		1,100			1,108			1,031			1,052
Operating lease liabilities		468			-			363			370
Other non-current liabilities		1,026			1,091			641			613
Total liabilities		12,753			12,136			11,962			11,931
Commitments and contingencies (Note 13)
Equity:
Nielsen shareholders’ equity
Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized; 355,501,298 and 355,323,822 shares issued and 355,494,014 and 355,271,737 shares outstanding at March 31, 2019 and December 31, 2018, respectively		32			32
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		4,614			4,720			4,370			4,378
Retained earnings/(accumulated deficit)		(752	)		(795	)		(1,228	)		(1,210	)
Accumulated other comprehensive loss, net of income taxes		(1,104	)		(1,110	)		(1,130	)		(1,005	)
Total Nielsen shareholders’ equity		2,790			2,847			2,044			2,195
Noncontrolling interests		199			196			187			193
Total equity		2,989			3,043			2,231			2,388
Total liabilities and equity	$	15,742		$	15,179		$	14,193		$	14,319

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
(IN MILLIONS)	2019			2018			2020			2019
Operating Activities
Net income/(loss)	$	47		$	75		$	(13	)	$	47
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Share-based compensation expense		15			13			16			15
Currency exchange rate differences on financial transactions and other (gains)/losses		(2	)		-			7			(2	)
Depreciation and amortization		179			167			214			179
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(115	)		(110	)		(107	)		(115	)
Prepaid expenses and other assets		(50	)		(123	)		(13	)		(50	)
Accounts payable and other current liabilities and deferred revenues		(130	)		(179	)		(92	)		(130	)
Other non-current liabilities		(21	)		(2	)		(20	)		(21	)
Interest payable		44			45			44			44
Income taxes		(10	)		(3	)		(41	)		(10	)
Net cash provided by/(used in ) operating activities		(43	)		(117	)		(5	)		(43	)
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(59	)		(2	)		(27	)		(59	)
Additions to property, plant and equipment and other assets		(30	)		(26	)		(4	)		(30	)
Additions to intangible assets		(92	)		(102	)		(108	)		(92	)
Other investing activities		1			(2	)		(3	)		1
Net cash used in by investing activities		(180	)		(132	)
Net cash used in investing activities								(142	)		(180	)
Financing Activities
Net borrowings under revolving credit facility	263				195		135				263
Repayment of debt		(14	)		(8	)		(14	)		(14	)
Cash dividends paid to shareholders		(124	)		(121	)		(21	)		(124	)
Repurchase of common stock		-			(20	)
Activity from share-based compensation plans		(3	)		14			(4	)		(3	)
Proceeds from employee stock purchase plan		1			1			1			1
Finance leases		(16	)		(19	)		(11	)		(16	)
Other financing activities		(3	)		(2	)		(4	)		(3	)
Net cash provided by/(used in) financing activities		104			40			82			104
Effect of exchange-rate changes on cash and cash equivalents		(3	)		15			(30	)		(3	)
Net increase/(decrease) in cash and cash equivalents		(122	)		(194	)		(95	)		(122	)
Cash and cash equivalents at beginning of period		524			656			454			524
Cash and cash equivalents at end of period	$	402		$	462		$	359		$	402
Supplemental Cash Flow Information
Cash paid for income taxes	$	(42	)	$	(42	)	$	(52	)	$	(42	)
Cash paid for interest, net of amounts capitalized	$	(55	)	$	(51	)	$	(50	)	$	(55	)

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

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

Accumulated Other Comprehensive Income

(Loss), Net

Total

Additional

Currency

Cash

Post

Nielsen

Common

Paid-in

Retained

Translation

Flow

Employment

Shareholders’

Noncontrolling

Total

(IN MILLIONS)

Stock

Capital

Earnings

Adjustments

Hedges

Benefits

Equity

Interests

Equity

Balance, December 31, 2017

$
32

$
4,742

$
411

$
(610
)

$
10

$
(340
)

$
4,245

$
198

$
4,443

Net income/(loss)

—

—

72

—

—

—

72

3

75

Currency translation adjustments, net of tax of $3

—

—

—

39

—

—

39

2

41

Cash flow hedges, net of tax of $(4)

—

—

—

—

11

—

11

—

11

Unrealized gain on pension liability, net of
tax of $(1)

—

—

—

—

—

4

4

—

4

Employee stock purchase plan

—

1

—

—

—

—

1

—

1

Dividends to shareholders

—

—

(121
)

—

—

—

(121
)

(3
)

(124
)
Common stock activity from share-based compensation plans

—

14

—

—

—

—

14

—

14

Repurchase of common stock

—

(20
)

—

—

—

—

(20
)

—

(20
)
Share-based compensation expense

—

13

—

—

—

—

13

—

13

Balance, March 31, 2018

$
32

$
4,750

$
362

$
(571
)

$
21

$
(336
)

$
4,258

$
200

$
4,458

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

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash			Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow			Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges			Benefits			Equity			Interests			Equity
Balance, December 31, 2018	$	32	$	4,720		$	(795	)	$	(779	)	$	11		$	(342	)	$	2,847		$	196		$	3,043
Net income/(loss)		—		—			43			—			—			—			43			4			47
Currency translation adjustments, net of tax of $(4)		—		—			—			11			—			—			11			—			11
Cash flow hedges, net of tax of $3		—		—			—			—			(9	)		—			(9	)		—			(9	)
Unrealized gain on pension liability, net of tax of $(1)		—		—			—			—			—			4			4			—			4
Employee stock purchase plan		—		1			—			—			—			—			1			—			1
Capital contribution by non-controlling partner		—		—			—			—			—			—			—			2			2
Dividends to shareholders		—		(124	)		—			—			—			—			(124	)		(3	)		(127	)
Common stock activity from share-based compensation plans		—		(3	)		—			—			—			—			(3	)		—			(3	)
Share-based compensation expense		—		20			—			—			—			—			20			—			20
Balance, March 31, 2019	$	32	$	4,614		$	(752	)	$	(768	)	$	2		$	(338	)	$	2,790		$	199		$	2,989

Accumulated Other Comprehensive Income
(Loss), Net

Retained

Additional

Earnings

Currency

Cash

Post

Total Nielsen

Common

Paid-in

(Accumulated)

Translation

Flow

Employment

Shareholders’

Noncontrolling

Total

(IN MILLIONS)

Stock

Capital

(Deficit)

Adjustments

Hedges

Benefits

Equity

Interests

Equity

Balance, December 31, 2018

$
32

$
4,720

$
(795
)

$
(779
)

$
11

$
(342
)

$
2,847

$
196

$
3,043

Net income/(loss)

—

—

43

—

—

—

43

4

47

Currency translation adjustments, net of
tax of $(4)

—

—

—

11

—

—

11

—

11

Cash flow hedges, net of tax of 3

—

—

—

—

(9
)

—

(9
)

—

(9
)
Unrealized gain on pension liability, net of
tax of (1)

—

—

—

—

—

4

4

—

4

Employee stock purchase plan

—

1

—

—

—

—

1

—

1

Capital contribution by non-controlling partner

—

—

—

—

—

—

—

2

2

Dividends to shareholders

—

(124
)

—

—

—

—

(124
)

(3
)

(127
)
Common stock activity from share-based compensation plans

—

(3
)

—

—

—

—

(3
)

—

(3
)
Share-based compensation expense

—

20

—

—

—

—

20

—

20

Balance, March 31, 2019

$
32

$
4,614

$
(752
)

$
(768
)

$
2

$
(338
)

$
2,790

$
199

$
2,989

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

Nielsen Holdings plc (“Nielsen” or the “Company”), together with its subsidiaries, is a leading global ~~information~~measurement and ~~measurement~~data analytics company that provides ~~clients with a comprehensive understanding~~the most complete and trusted view available of consumers and ~~consumer behavior. Nielsen’s~~markets worldwide. The company’s approach marries ~~the Company’s~~ proprietary Nielsen data with other data sources to help clients around the world understand ~~what's~~what’s happening now, ~~what's~~what’s happening next, and how to best act on this knowledge. For more than 90 years Nielsen has provided data and analytics based on scientific rigor and innovation, continually developing new ways to answer the most important questions facing the media, advertising, retail and fast-moving consumer goods industries.

~~Prior to February 2019,~~ Nielsen ~~was aligned~~is divided into ~~two reporting segments: what consumers buy~~2 business units: Nielsen Global Media (“~~Buy”~~Media”) and ~~what consumers read, watch and listen to (“Watch”).~~ ~~In February 2019, Nielsen realigned its business segments from Buy and Watch to~~ Nielsen Global Connect (“Connect”). 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 ~~(“Media”). Each segment operates as a complete unit—from~~business and the conception of a product, through the collection of the data, into the technology and operations, all the way to the data being sold and delivered to the client. These changes better align Nielsen’s external view to the Company’s go-forward internal view. The Company’s reportable segments are stated on the new basis and such changes were retrospectively applied. The impact of these changes had an insignificant impact on Nielsen’s condensed consolidated financial statements or segment results.Global Connect business.

Nielsen has ~~a presence~~operations in ~~more than~~over 100 countries, with its registered office is located in Oxford, the United Kingdom and its headquarters is located in New York, United States.

The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~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, ~~2019~~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.

Basic net income per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock primarily consist of employee stock options and restricted stock units.

The effect of ~~4,446,733~~9,432,848 and ~~4,217,335~~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, ~~2019~~2020 and ~~2018,~~2019, respectively, as such shares would have been anti-dilutive.

The Company extends non-interest bearing trade credit to its customers in the ordinary course of business. To minimize credit risk, ongoing credit evaluations of client’s financial condition are performed. AnEffective 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 ~~amount~~amounts is no longer probable ~~or returns are expected.~~by also incorporating reasonable and supportable forecasts (expected loss).

During the three months ended March 31, ~~2019,~~2020, Nielsen sold ~~$44~~$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, ~~2019~~2020 and December 31, ~~2018, $33~~2019, $30 million and ~~$105~~$85 million of previously sold receivables, respectively, remained outstanding. The sales were accounted for as true sales, without recourse. Nielsen maintains servicing responsibilities offor the majority of the receivables sold during the ~~year,~~period, for which the related costs are not significant. The proceeds of ~~$44~~$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.

Effective January 1, 2019, the Company adopted the new lease accounting standard using the transition method approved by the FASB on July 30, 2018, which allows companies to apply the provisions of the new leasing standard as of January 1, 2019, without adjusting the comparative periods presented. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification. Adoption of this standard resulted in the recording of net operating lease right-of-use (ROU) assets of $0.5 billion (amount is net of lease incentives and ASC 420 cease-use liabilities) and corresponding operating lease liabilities of $0.6 billion. Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance. See Note 5 (“Leases”) for further discussion.

In February 2018, the FASB issued an ASU, “Reclassification of Certain Tax Effects From Accumulated Comprehensive Income”. The new standard gives companies the option to reclassify stranded tax effects caused by the newly-enacted US Tax Cuts and Jobs Act (“TCJA”) from accumulated other comprehensive income (“AOCI”) to retained earnings. The new standard became effective for Nielsen on January 1, 2019. Nielsen is electing to not reclassify stranded income tax effects of the TCJA from AOCI to retained earnings.

~~In June 2016,~~Effective January 1, 2020, the ~~FASB issued an~~Company adopted ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities ~~will~~ measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard ~~will replace today’s~~replaced the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities ~~will be~~are required to record allowances rather than reduce the carrying amount ~~as they do today~~ under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. ~~The~~Upon adoption, this new standard did not have a significant impact on Nielsen’s consolidated balance sheets and statements of operations.

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.

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, ~~within those~~amongst other improvements. This standard is effective for fiscal years beginning after December 15, ~~2019.~~2020 and allows for early adoption. Nielsen is ~~currently~~ assessing the impact of this new standard on its consolidated balance sheets, statements of operations and its future disclosures.

Reference Rate Reform-Facilitation of the ~~adoption~~Effects of ~~this ASU will have~~Reference Rate Reform on Financial Reporting

On March 12, 2020, the ~~Company’s condensed consolidated financial statements.~~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 is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer, which generally occurs over time. Substantially all of the Company’s customer contracts are non-cancelable and non-refundable.

The following is a description of principal activities, by reportable segment, from which the Company generates its revenues.

Revenue from the Connect segment consists primarily of measurement services, which include ~~our~~the Company’s core tracking and scan data (primarily transactional measurement data and consumer behavior information) to businesses in the consumer packaged goods industry. Nielsen’s data is used by its clients to measure their market share, tracking billions of sales transactions per month in retail outlets around the world. Revenues for these services are recognized over the period during which the performance obligations are satisfied as the customer receives and consumes the benefits provided by the Company and control of the services are transferred to the customer.

The Company also provides consumer intelligence and analytical services that help clients make smarter business decisions throughout their product development and marketing cycles. The Company’s performance under these arrangements do not create an asset with an alternative use to the company and generally include an enforceable right to payment for performance completed to date, as such, revenue for these services is typically recognized over time. Revenue for contracts that do not include an enforceable right to payment for performance completed to date is recognized at a point in time when the performance obligation is satisfied, generally upon delivery of the services, and when control of the service is transferred to the customer.

Revenue from ~~our~~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 Months Ended March 31, 2019		Three Months Ended March 31, 2018		Three Months Ended March 31, 2020		Three Months Ended March 31, 2019

Connect Segment
Measurement	$	539	$	563	$	510	$	539
Predict/Activate		198		223		207		198
Connect	$	737	$	786	$	717	$	737

Media Segment
Audience Measurement	$	605	$	596	$	615	$	605
Planning/Optimization		221		228		227		221
Media	$	826	$	824	$	842	$	826
Total	$	1,563	$	1,610	$	1,559	$	1,563

Timing of revenue recognition
Products transferred at a point in time	$	131	$	128	$	137	$	131
Products and services transferred over time		1,432		1,482		1,422		1,432
Total	$	1,563	$	1,610	$	1,559	$	1,563

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,

2019

December 31,

2018

March 31,

2020

December 31,

2019

Contract assets

291

210

265

218

Contract liabilities

379

359

402

346

The increase in the contract assets balance during the period was primarily due to ~~$234~~$208 million of revenue recognized that was not billed, in accordance with the terms of the contracts, as of March 31, ~~2019,~~2020, offset by ~~$153~~$155 million of contract assets included in the December 31, ~~2018~~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 ~~$242~~$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 ~~$223~~$217 million of revenue recognized that was included in the December 31, ~~2018~~2019 contract liability balance.

As of March 31, ~~2019,~~2020, approximately ~~$7.8~~$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 ~~74%~~70% of these remaining performance obligations through December 31, ~~2020,~~2021, with the balance recognized thereafter.

Incremental direct costs incurred to build the infrastructure to service new contracts are capitalized as a contract cost. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the balances of such capitalized costs were ~~$16~~$10 million and ~~$18~~$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, ~~2019~~2020 and March 31, ~~2018~~2019 was $2$1 million and $4$2 million, respectively. There was no0 impairment loss recorded in any of the periods presented.

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 economicconditions. The estimate of expected credit losses reflects the risk of loss, even if management believes no loss was incurred as of the measurement date.

The following schedule represents the allowance for doubtful accounts rollforward incorporating expected credit losses as of March 31, 2020.

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.~~

For the three months ended March 31, 2018, Nielsen paid cash consideration of $2 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2018 acquisitions occurred as of January 1, 2018, the impact on Nielsen’s consolidated results of operations would not have been material.

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

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


(in millions)					Three Months Ended March 31,
(in millions)	Three Months Ended March 31, 2019				2020	2019
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	12		$	17		$	12
Interest on lease liabilities		2			2			2
Total finance lease cost		14			19			14
Operating lease cost		22			31			22
Short-term lease cost					2			-
Sublease income		(1	)		(1	)		(1	)
Total lease cost	$	35		$	51		$	35

(in millions, except lease term and discount rate)	March 31, 2019				March 31, 2020			December 31, 2019
Operating leases
Operating lease right-of-use assets	$	506		$	378		$		393

Other current liabilities		114			105				110
Operating lease liabilities		469			364				370
Total operating lease liabilities	$	583		$	469		$		480

Finance leases
Property, plant and equipment, gross	$	352		$	390		$		393
Accumulated depreciation		(156	)		(224	)			(213	)
Property, plant and equipment, net		196			166				180

Other intangible assets, gross		19			23				24
Accumulated amortization		(7	)		(15	)			(13	)
Other intangible assets, net		12			8				11

Accounts payable and other current liabilities		67			52				53
Long-term debt and capital lease obligations		96			84				92
Total finance lease liabilities	$	163		$	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	)			(2	)
Operating cash flows from operating leases		(28	)		(32	)			(28	)
Financing cash flows from finance leases		(16	)		(11	)			(16	)
Right-of-use assets obtained in exchange for new finance lease liabilities		8			2				8
Right-of-use assets obtained in exchange for new operating lease liabilities		30			23				30
Weighted-average remaining lease term--finance leases	4 years				4 years		4 years
Weighted-average remaining lease term--operating leases	10 years				8 years		10 years
Weighted-average discount rate--finance leases		4.58	%		6.07	%			4.58	%
Weighted-average discount rate--operating leases		4.55	%		4.14	%			4.55	%

(in millions)		Operating Leases		Finance Leases				Operating Leases		Finance Leases
For April 1, 2019 to December 31, 2019	$	98		$	55
2020		113			54
For April 1, 2020 to December 31, 2020							$	93		$	43
2021		91			34			96			42
2022		82			18			77			29
2023		63			11			56			20
2024		41			7			41			12
2025								29			4
Thereafter		226			6			158			5
Total lease payments		714			185			550			155
Less imputed interest		(131	)		(22	)		(81	)		(19	)
Total	S	583		$	163		S	469		$	136

~~During~~Despite the ~~first quarter of~~excess fair value identified in our 2019 ~~Nielsen updated its reporting structure~~impairment assessment, we determined that the significant decline in ~~a manner that changed the composition~~Nielsen’s market capitalization and impacts of the ~~Company’s reporting units. The result of this change~~COVID-19 pandemic indicate that there was combining two of our reporting units into one. Both of these reporting units were in the former Watch reportable segment. The current reporting units are Media and Connect, which is the same as our reportable segments. As a ~~result of this change in reporting units, Nielsen performed~~triggering event for an interim ~~goodwill~~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 ~~analysis during the quarter immediately prior to the change and after the change, and~~assessment as of March 31, 2020, we have determined that the estimated fair values of the reporting units exceeded their carrying values (including goodwill)~~. As such, there~~, thus 0 impairment was ~~no impairment as a result of this change. The Connect (formerly Buy) reporting unit's estimated fair value exceeded its carrying value by less than 10%.~~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, ~~2019.~~2020.

(IN MILLIONS)	Connect			Media			Total		Connect			Media			Total
Balance, December 31, 2018	$	1,337		$	5,650		$	6,987
Balance, December 31, 2019									$	331		$	5,662		$	5,993
Acquisitions, divestitures and other adjustments		(2	)		24			22		21			—			21
Effect of foreign currency translation		3			(3	)		—		(14	)		(21	)		(35	)
Balance, March 31, 2019	$	1,338		$	5,671		$	7,009
Balance, March 31, 2020									$	338		$	5,641		$	5,979

At March 31, ~~2019, $51~~2020, $42 million of the goodwill is expected to be deductible for income tax purposes.

	Gross Amounts				Accumulated Amortization						Gross Amounts				Accumulated Amortization
	March 31,		December 31,		March 31,			December 31,			March 31,		December 31,		March 31,			December 31,
(IN MILLIONS)	2019		2018		2019			2018			2020		2019		2020			2019
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	$	—		$	—		$	1,921	$	1,921	$	—		$	—
Amortized intangibles:
Trade names and trademarks		144		140		(105	)		(102	)		144		144		(110	)		(109	)
Customer-related intangibles		3,152		3,145		(1,645	)		(1,604	)		3,144		3,153		(1,809	)		(1,764	)
Covenants-not-to-compete		39		39		(38	)		(38	)		37		37		(36	)		(36	)
Content databases		168		167		(29	)		(26	)		168		168		(43	)		(40	)
Computer software		3,147		3,029		(1,781	)		(1,694	)		2,732		2,626		(1,381	)		(1,260	)
Patents and other		177		173		(130	)		(126	)		183		182		(144	)		(141	)
Total	$	6,827	$	6,693	$	(3,728	)	$	(3,590	)	$	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 ~~$138~~$168 million and ~~$120~~$138 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. These amounts included amortization expense associated with computer software of ~~$87~~$121 million and ~~$68~~$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 ~~2018,~~internally developed software was $30 million and $1,321 million, respectively.

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, ~~2019~~2020 and ~~2018.~~2019.

	Currency												Currency
	Translation						Post-Employment						Translation						Post-Employment
	Adjustments			Cash Flow Hedges			Benefits			Total			Adjustments			Cash Flow Hedges			Benefits			Total
(IN MILLIONS)
Balance December 31, 2018	$	(779	)	$	11		$	(342	)	$	(1,110	)
Balance December 31, 2019													$	(776	)	$	(19	)	$	(210	)	$	(1,005	)
Other comprehensive income/(loss) before reclassifications		11			(6	)		2			7			(104	)		(34	)		1			(137	)
Amounts reclassified from accumulated other comprehensive (income)/loss		—			(3	)		2			(1	)		—			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		11			(9	)		4			6			(96	)		(33	)		4			(125	)
Balance March 31, 2019	$	(768	)	$	2		$	(338	)	$	(1,104	)
Balance March 31, 2020													$	(872	)	$	(52	)	$	(206	)	$	(1,130	)

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

	Amount Reclassified from							Amount Reclassified from
	Accumulated Other							Accumulated Other
(IN MILLIONS)	Comprehensive Loss/(Income)							Comprehensive Loss/(Income)
Details about Accumulated							Affected Line Item in the							Affected Line Item in the
Other Comprehensive	Three Months Ended			Three Months Ended			Condensed Consolidated	Three Months Ended			Three Months Ended			Condensed Consolidated
Income components	March 31, 2019			March 31, 2018			Statement of Operations	March 31, 2020			March 31, 2019			Statement of Operations
Cash flow hedges
Interest rate contracts	$	(4	)	$	—		Interest (income)/expense	$	2		$	(4	)	Interest (income)/expense
		1			—		(Benefit)/provision for income taxes		(1	)		1		(Benefit)/provision for income taxes
	$	(3	)	$	—		Total, net of tax	$	1		$	(3	)	Total, net of tax
Amortization of Post-Employment Benefits
Actuarial loss	$	3		$	4		(a)	$	4		$	3		(a)
		(1	)		(1	)	(Benefit)/provision for income taxes		(1	)		(1	)	(Benefit)/provision for income taxes
	$	2		$	3		Total, net of tax	$	3		$	2		Total, net of tax
Total reclassification for the period	$	(1	)	$	3		Net of tax	$	4		$	(1	)	Net of tax

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:

Nielsen recorded ~~$35~~$11 million and ~~$24~~$35 million in restructuring charges primarily relating to the productivity initiatives referenced above for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

Of the ~~$57~~$27 million in remaining liabilities for restructuring actions at March 31, ~~2019, $54~~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, ~~2019.~~2020.

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of ~~non-performance.~~non-performance.

The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity ~~method investments, cost~~ method investments and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. In addition, the Company records changes in the fair value of equity investments with readily determinable fair values in net income rather than in accumulated other comprehensive income/(loss). Investments that do not have readily determinable fair values are recognized at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adjustments related to the observable price changes will also be recognized in net income.

The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of March 31, ~~2019~~2020 and December 31, ~~2018:~~2019:

	March 31,								March 31,
(IN MILLIONS)	2019		Level 1		Level 2		Level 3		2020		Level 1		Level 2		Level 3
Assets:
Plan assets for deferred compensation ⁽¹⁾		27		27		—		—		25		25		—		—
Investment in mutual funds ⁽²⁾		2		2		—		—		2		2		—		—
Interest rate swap arrangements ⁽³⁾		14		—		14		—		—		—		—		—
Total	$	43	$	29	$	14		—	$	27	$	27	$	—		—
Liabilities:
Interest rate swap arrangements ⁽³⁾	$	6		—	$	6		—	$	68		—	$	68		—
Deferred compensation liabilities ⁽⁴⁾		27		27		—		—		25		25		—		—
Total	$	33	$	27	$	6		—	$	93	$	25	$	68		—

	December 31,								December 31,
	2018		Level 1		Level 2		Level 3		2019		Level 1		Level 2		Level 3
Assets:
Plan assets for deferred compensation ⁽¹⁾		25		25		—		—		26		26		—		—
Investment in mutual funds ⁽²⁾		2		2		—		—		2		2		—		—
Interest rate swap arrangements ⁽³⁾		23		—		23		—		—		—		—		—
Total	$	50	$	27		23		—	$	28	$	28		—		—
Liabilities:
Interest rate swap arrangements ⁽³⁾	$	3		—	$	3		—	$	22		—	$	22		—
Deferred compensation liabilities ⁽⁴⁾		27		27		—		—		26		26		—		—
Total	$	30	$	27	$	3		—	$	48	$	26	$	22		—

Nielsen primarily uses interest rate swap derivative instruments to manage the risk that changes in interest rates will affect the cash flows of its underlying debt obligations.

To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss).

Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 10 - – (“Long-term Debt and Other Financing ~~Arrangements~~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, ~~2019,~~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.

For ~~each of~~ the ~~quarters~~three months ended March 31, ~~2019~~2020 and ~~2018,~~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, ~~2019~~2020 and December 31, ~~2018~~2019 the notional amount of the outstanding foreign currency derivative financial instruments were ~~$85~~$100 million and ~~$76~~$125 million, respectively.

Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction.

In March 2019, the Company entered into a $150 million aggregate notional amount four-year forward interest rate swap agreement with a starting date of April 9, 2019. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate-debt at an average rate of 2.26%. This derivative has been designated as an interest rate cash flow hedge.

In March 2019, the Company entered into a $250 million aggregate notional amount four-year forward interest rate swap agreement with a starting date of June 9, 2019. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate-debt at an average rate of 2.07%. This derivative has been designated as an interest rate cash flow hedge.

As of March 31, ~~2019~~2020 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:

		Notional Amount	Maturity Date	Currency		Notional Amount	Maturity Date	Currency
Interest rate swaps designated as hedging instruments
US Dollar term loan floating-to-fixed rate swaps	$	150,000,000	April 2019	US Dollar	$	250,000,000	July 2020	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	June 2019	US Dollar	$	250,000,000	July 2020	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	150,000,000	July 2019	US Dollar	$	250,000,000	October 2020	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	July 2020	US Dollar	$	250,000,000	October 2021	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	July 2020	US Dollar	$	250,000,000	July 2022	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	October 2020	US Dollar	$	150,000,000	April 2023	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	October 2021	US Dollar	$	250,000,000	May 2023	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	July 2022	US Dollar	$	250,000,000	June 2023	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	150,000,000	April 2023	US Dollar	$	150,000,000	July 2023	U.S. Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	May 2023	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	June 2023	US Dollar

The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019 respectively is as follows:

	Interest Expense				Interest Expense
	Three Months Ended March 31,				Three Months Ended March 31,
(IN MILLIONS)	2019		2018		2020			2019
Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded)	$	99	$	96	$	94		$	99
Amount of gain reclassified from accumulated other comprehensive income into income, net of tax	$	3	$	—
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 $9$26 million of net pre-tax ~~gains~~losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.

The fair values of the Company’s derivative instruments as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 were as follows:

March 31, 2019

December 31, 2018

March 31, 2020

December 31, 2019

Derivatives Designated as Hedging

Prepaid Expense

Other

Prepaid Expense

Other

Prepaid Expense

Other

Prepaid Expense

Other

Instruments

and Other Current

Non- Current

Non-Current

and Other Current

Non- Current

Non-Current

and Other Current

Current

Non-Current

and Other Current

Current

Non-Current

(IN MILLIONS)

Assets

Liabilities

Assets

Liabilities

Assets

Liabilities

Assets

Liabilities

Interest rate swaps

—

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019 was as follows:

							Amount of (Gain)/Loss										Amount of (Gain)/Loss
	Amount of (Gain)/Loss						Reclassified from AOCI					Amount of (Gain)/Loss					Reclassified from AOCI
	Recognized in OCI					Location of (Gain)/ Loss	into Income					Recognized in OCI				Location of (Gain)/ Loss	into Income
	(Effective Portion)					Reclassified from AOCI	(Effective Portion)					(Effective Portion)				Reclassified from AOCI	(Effective Portion)
Derivatives in Cash Flow	Three Months Ended					into Income (Effective	Three Months Ended					Three Months Ended				into Income (Effective	Three Months Ended
Hedging Relationships	March 31,					Portion)	March 31,					March 31,				Portion)	March 31,
(IN MILLIONS)	2019		2018				2019			2018		2020		2019			2020		2019
Interest rate swaps	$	8	$	(15	)	Interest expense	$	(4	)	$	—	$	47	$	8	Interest expense	$	2		$	(4	)

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, ~~2019.~~2020.

	March 31, 2019							December 31, 2018							March 31, 2020							December 31, 2019
	Weighted							Weighted							Weighted							Weighted
	Interest			Carrying		Fair		Interest			Carrying		Fair		Interest			Carrying		Fair		Interest			Carrying		Fair
(IN MILLIONS)	Rate			Amount		Value		Rate			Amount		Value		Rate			Amount		Value		Rate			Amount		Value
$1,125 million Senior secured term loan (LIBOR based variable rate of 4.24%) due 2023				$	1,106		1,101				$	1,112		1,100
$2,303 million Senior secured term loan (LIBOR based variable rate of 4.49%) due 2023					2,280		2,239					2,285		2,215
$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
€545 million Senior secured term loan (Euro LIBOR based variable rate of 2.50%) due 2023					608		608				623		619						592		575				603		606
$850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023					263		260				—		—						135		125				—		—
Total senior secured credit facilities (with weighted-average interest rate)		4.19	%		4,257		4,208		4.09	%		4,020		3,934		2.91	%		4,064		3,799		3.52	%		3,952		3,958
$800 million 4.50% senior debenture loan due 2020					797		798					797		792					799		783					799		802
$625 million 5.50% senior debenture loan due 2021					621		627					621		621					623		613					622		629
$2,300 million 5.00% senior debenture loan due 2022					2,291		2,268					2,290		2,179					2,294		2,159					2,293		2,312
$500 million 5.00% senior debenture loan due 2025					496		482					496		472					497		468					497		516
Total debenture loans (with weighted-average interest rate)		5.22	%		4,205		4,175		5.22	%		4,204		4,064		5.22	%		4,213		4,023		5.22	%		4,211		4,259
Other loans					1		1					1		1					—		—					1		1
Total long-term debt		4.70	%		8,463		8,384		4.67	%		8,225		7,999		4.09	%		8,277		7,822		4.40	%		8,164		8,218
Finance lease and other financing obligations					163							161							136							145
Bank overdrafts					1							1
Total debt and other financing arrangements					8,627							8,387							8,413							8,309
Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings					385							107							1,054							914
Non-current portion of long-term debt and finance lease and other financing obligations				$	8,242						$	8,280						$	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.

(IN MILLIONS)
For April 1, 2019 to December 31, 2019	$	297
2020		855
For April 1, 2020 to December 31, 2020			$	978
2021		703		702
2022		2,400		2,398
2023		3,711		3,699
2024		—		—
2025				500
Thereafter		499		—
	$	8,463	$	8,277

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 ~~the~~ years ended December 31, ~~2018~~2019 and the three months ended March 31, ~~2019,~~2020, respectively.

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 ~~18, 2019,~~16, 2020, the Board declared a cash dividend of ~~$0.35~~$0.06 per share on the Company’s common stock. The dividend is payable on June ~~19, 2019~~18, 2020 to shareholders of record at the close of business on June ~~5, 2019.~~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.

Repurchases under this program will be made in accordance with applicable securities laws from time to time ~~in the open market or otherwise~~and depending on Nielsen’s evaluation of market conditions and other factors. This program has been executed within the limitations of the authority granted ~~by Nielsen’s shareholders.~~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, ~~2019,~~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 no0 share repurchases for the three months ended March 31, ~~2019.~~2020.

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 ~~2018 were 41% and 34%~~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. ~~The tax rate for~~For the three months ended March 31, ~~2018~~

2020, the total tax expense was ~~higher than the statutory rate as a result~~$11 million which includes impact of the ~~impact of tax rate differences in~~CARES Act and other ~~jurisdictions where the Company files tax returns, and the effect of foreign distributions, offset by the favorable impact of certain financing activities. The principal reason for the increase~~discrete items recognized in the first ~~quarter effective~~quarter. For the three months ended March 31, 2019, the total tax ~~rate~~expense was $32 million which includes impact of interest on uncertain tax positions and other discrete items recognized in ~~2019 when compared to 2018 was due to profit mix in various jurisdictions.~~the first quarter.

The estimated liability for unrecognized tax benefits as of December 31, ~~2018~~2019 was ~~$572~~$164 million. ~~The Company expects to conclude a number of audits in multiple jurisdictions throughout~~If the ~~remainder~~Company’s tax positions are favorably sustained by the taxing authorities, the reversal of the ~~year. Various statutes of limitation are also due to expire. This is likely to result in a decrease in these~~underlying liabilities ~~as well as a reduction in~~would reduce the Company’s effective tax rate in ~~subsequent quarters and~~ future periods.

The Company files numerous consolidated and separate income tax returns in the U.S. and in many state and foreign jurisdictions. With few exceptions the Company is no longer subject to U.S. Federal income tax examination for ~~2006~~2015 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from ~~2003~~2007 through ~~2017.~~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.

In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which ~~alleges~~alleged similar facts but also ~~names~~named other ~~defendants, including former Chief Operating Officer Stephen Hasker,~~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. ~~These lawsuits assert~~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, ~~the Company’s~~Nielsen’s preparedness for changes in global data privacy laws and Nielsen’s reliance on third-party data. ~~The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class.~~Nielsen ~~expects that an amended or consolidated complaint will be filed and intends to file a motion~~moved to dismiss the ~~amended or consolidated complaint.~~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 ~~Nielsen~~the Company in connection with factual assertions substantially similar to those in the putative class action ~~complaints.~~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.

The Company aligns its operating segments in order to conform to management’s internal reporting structure, which is reflective of service offerings by industry. ~~Prior to February 2019, Management~~Operating segments are aggregated ~~such operating segments~~ into ~~two~~2 reporting segments: ~~what consumers buy~~Nielsen Global Connect (“~~Buy”~~Connect”), consisting principally of market research information and analytical services; and ~~what consumers read, watch and listen to~~Nielsen Global Media (“~~Watch”~~Media”), consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics.

In February 2019, Nielsen realigned its business segments from Buy and Watch to Nielsen Global Connect (“Connect”) and Nielsen Global Media (“Media”). Each segment operates as a complete unit—from the conception of a product, through the collection of the data, into the technology and operations, all the way to the data being sold and delivered to the client. These changes better align Nielsen’s external view to its go-forward internal view. The Company’s reportable segments are stated on the new basis and such changes were retrospectively applied. The impact of these changes did not have a material impact on Nielsen’s condensed consolidated financial statements or segment results.

Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations.

(IN MILLIONS)	Connect			Media		Corporate			Total		Connect			Media		Corporate			Total
Three Months Ended March 31, 2019
Three Months Ended March 31, 2020
Revenues	$	737		$	826		—		$	1,563	$	717		$	842		—		$	1,559
Operating income/(loss)											$	(15	)	$	191	$	(78	)	$	98
Depreciation and amortization	$	55		$	123	$	1		$	179	$	65		$	147	$	2		$	214
Restructuring charges	$	22		$	7	$	6		$	35	$	8		$	1	$	2		$	11
Share-based compensation expense	$	4		$	3	$	8		$	15	$	5		$	4	$	7		$	16
Other items⁽¹⁾	$	—		$	—	$	12		$	12	$	—		$	—	$	21		$	21
Operating income/(loss)	$	(2	)	$	214	$	(38	)	$	174
Business segment income/(loss)⁽²⁾	$	79		$	347	$	(11	)	$	415
Total assets as of March 31, 2019	$	5,558		$	9,878	$	306		$	15,742
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		Connect			Media		Corporate			Total
Three Months Ended March 31, 2018
Three Months Ended March 31, 2019
Revenues	$	786	$	824		—		$	1,610	$	737		$	826		—		$	1,563
Operating income/(loss)										$	(2	)	$	214	$	(38	)	$	174
Depreciation and amortization	$	54	$	112	$	1		$	167	$	55		$	123	$	1		$	179
Restructuring charges	$	15	$	9	$	—		$	24	$	22		$	7	$	6		$	35
Share-based compensation expense	$	4	$	3	$	6		$	13	$	4		$	3	$	8		$	15
Other items⁽¹⁾	$	—	$	—	$	12		$	12	$	—		$	—	$	12		$	12
Operating income/(loss)	$	14	$	223	$	(30	)	$	207
Business segment income/(loss)⁽²⁾⁽³⁾	$	87	$	347	$	(11	)	$	423	$	79		$	347	$	(11	)	$	415
Total assets as of December 31, 2018	$	5,416	$	9,641	$	122		$	15,179
Total assets as of December 31, 2019										$	4,376		$	9,675	$	268		$	14,319

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, ~~2019~~2020 and December 31, ~~2018~~2019 and consolidating statements of operations and cash flows for the periods ended March 31, ~~2019~~2020 and ~~2018.~~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.

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 interest

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 interest

$
49

$
123

$
50

$
33

$
(206
)

$
49

																												Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Non Guarantor			Elimination			Consolidated			Parent			Issuers			Guarantor			Guarantor			Elimination			Consolidated
Revenues	—			—			$	870		$	740		$	—		$	1,610		$	—		$	—		$	880		$	679		$	—		$	1,559
Cost of revenues, exclusive of depreciation and amortization shown separately below	—			—				375			344			—			719			—			—			396			325			—			721
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		1			—			234			258			—			493			1			—			282			232			—			515
Depreciation and amortization	—			—				132			35			—			167			—			—			174			40			—			214
Restructuring charges	—			—				11			13			—			24			—			—			4			7			—			11
Operating income/(loss)		(1	)	—				118			90			—			207			(1	)		—			24			75			—			98
Interest income		—			151			10			1			(160	)		2			—			211			24			11			(245	)		1
Interest expense		—			(91	)		(154	)		(11	)		160			(96	)		—			(91	)		(224	)		(24	)		245			(94	)
Foreign currency exchange transaction gain/(losses), net		—		—				—			—			—			—
Foreign currency exchange transaction gains/(losses), net																				—			—			16			(22	)		—			(6	)
Other income/(expense), net	—				(1	)		—			2			—			1			—			—			1			(2	)		—			(1	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries		(1	)		59			(26	)		82			—			114			(1	)		120			(159	)		38			—			(2	)
Benefit/(provision) for income taxes	—				(12	)		2			(29	)		—			(39	)		—			(32	)		22			(1	)		—			(11	)
Equity in net income/(loss) of subsidiaries		73			58			97		—				(228	)		—			(17	)		53			120			—			(156	)		—
Net income/(loss)		72			105			73			53			(228	)		75			(18	)		141			(17	)		37			(156	)		(13	)
Less net income/(loss) attributable to noncontrolling interests	—			—			—				3			-			3			—			—			—			5			—			5
Net income/(loss) attributable to controlling interest		72			105			73			50			(228	)		72			(18	)		141			(17	)		32			(156	)		(18	)
Total other comprehensive income/(loss)		54			2			54			59			(113	)		56			(125	)		(26	)		(125	)		(136	)		279			(133	)
Total other comprehensive income/(loss) attributable to noncontrolling interests	—			—			—				2		—				2
Other comprehensive income/(loss) attributable to noncontrolling interests																				—			—			—			(8	)		—			(8	)
Total other comprehensive income/(loss) attributable to controlling interests		54			2			54			57			(113	)		54			(125	)		(26	)		(125	)		(128	)		279			(125	)
Total comprehensive income/(loss)		126			107			127			112			(341	)		131			(143	)		115			(142	)		(99	)		123			(146	)
Comprehensive income/(loss) attributable to noncontrolling interests	—			—			—				5		—				5			—			—			—			(3	)		—			(3	)
Total comprehensive income/(loss) attributable to controlling interest	$	126		$	107		$	127		$	107		$	(341	)	$	126
Total comprehensive income/(loss) attributable to controlling interests																			$	(143	)	$	115		$	(142	)	$	(96	)	$	123		$	(143	)

Condensed Consolidated ~~Balance Sheet~~Statement of Comprehensive Income/(Loss) (Unaudited)

Non-

(IN MILLIONS)

Parent

Issuers

Guarantor

Guarantor

Elimination

Consolidated

Assets:

Current assets

Cash and cash equivalents

$
3

$
2

$
60

$
337

$
-

$
402

Trade and other receivables, net

-

1

460

760

-

1,221

Prepaid expenses and other current assets

1

1

290

132

-

424

Intercompany receivables

3

1,442

353

68

(1,866
)

-

Total current assets

7

1,446

1,163

1,297

(1,866
)

2,047

Non-current assets

-

Property, plant and equipment, net

-

-

292

181

-

473

Operating lease right-of-use asset

-

-

221

285

-

506

Goodwill

-

-

5,543

1,466

-

7,009

Other intangible assets, net

-

-

4,504

516

-

5,020

Deferred tax assets

1

-

-

333

-

334

Other non-current assets

-

12

270

71

-

353

Equity investment in subsidiaries

2,757

1,225

3,399

-

(7,381
)

-

Intercompany loans

25

8,822

897

104

(9,848
)

-

Total assets

$
2,790

$
11,505

$
16,289

$
4,253

$
(19,095
)

$
15,742

Liabilities and equity:

Current liabilities

Accounts payable and other current liabilities

$
-

$
103

$
440

$
528

$
-

$
1,071

Deferred revenues

-

-

230

146

-

376

Income tax liabilities

-

-

16

69

-

85

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

-

55

316

14

-

385

Intercompany payables

-

-

1,513

353

(1,866
)

-

Total current liabilities

-

158

2,515

1,110

(1,866
)

1,917

Non-current liabilities

-

Long-term debt and finance lease obligations

-

8,144

82

16

-

8,242

Deferred tax liabilities

-

71

953

76

-

1,100

Operating lease liabilities

-

-

245

223

-

468

Intercompany loans

-

-

8,951

897

(9,848
)

-

Other non-current liabilities

-

6

786

234

-

1,026

Total liabilities

-

8,379

13,532

2,556

(11,714
)

12,753

Total shareholders’ equity

2,790

3,126

2,757

1,498

(7,381
)

2,790

Noncontrolling interests

-

-

-

199

-

199

Total equity

2,790

3,126

2,757

1,697

(7,381
)

2,989

Total liabilities and equity

$
2,790

$
11,505

$
16,289

$
4,253

$
(19,095
)

$
15,742

										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

							Non-													Non-
(IN MILLIONS)	Parent		Issuers		Guarantor		Guarantor		Elimination			Consolidated		Parent		Issuers		Guarantor		Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	3	$	—	$	79	$	442	$	—		$	524	$	11	$	1	$	44	$	303	$	—		$	359
Trade and other receivables, net		—		1		377		740		—			1,118		—		—		493		689		—			1,182
Prepaid expenses and other current assets		—		3		234		124		—			361		—		—		335		138		—			473
Intercompany receivables		3		1,310		399		94		(1,806	)		—		5		1,770		244		55		(2,074	)		—
Total current assets		6		1,314		1,089		1,400		(1,806	)		2,003		16		1,771		1,116		1,185		(2,074	)		2,014
Non-current assets													-													—
Property, plant and equipment, net		—		—		303		165		—			468		—		—		273		153		—			426
Operating lease right-of-use assets															—		—		184		194		—			378
Goodwill		—		—		5,531		1,456		—			6,987		—		—		5,115		864		—			5,979
Other intangible assets, net		—		—		4,545		479		—			5,024		—		—		4,305		501		—			4,806
Deferred tax assets		1		—		—		332		—			333		1		—		-		266		—			267
Other non-current assets		—		19		273		72		—			364		—		—		250		73		—			323
Equity investment in subsidiaries		2,815		1,232		1,936		—		(5,983	)		—		2,002		1,282		3,176		—		(6,460	)		—
Intercompany loans		25		8,822		2,220		105		(11,172	)		—		25		8,887		879		141		(9,932	)		—
Total assets	$	2,847	$	11,387	$	15,897	$	4,009	$	(18,961	)	$	15,179	$	2,044	$	11,940	$	15,298	$	3,377	$	(18,466	)	$	14,193
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	—	$	62	$	541	$	516	$	—		$	1,119	$	—	$	104	$	467	$	506	$	—		$	1,077
Deferred revenues		—		—		225		130		—			355		—		—		246		156		—			402
Income tax liabilities		—		—		20		56		—			76		—		—		1		34		—			35
Current portion of long-term debt, capital lease obligations and short-term borrowings		—		54		46		7		—			107
Current portion of long-term debt, finance lease obligations and short-term borrowings															—		868		179		7		—			1,054
Intercompany payables		—		—		1,408		398		(1,806	)		—		—		—		1,830		244		(2,074	)		—
Total current liabilities		—		116		2,240		1,107		(1,806	)		1,657		—		972		2,723		947		(2,074	)		2,568
Non-current liabilities													—
Long-term debt and capital lease obligations		—		8,170		95		15		—			8,280
Long-term debt and finance lease obligations															—		7,274		75		10		—			7,359
Deferred tax liabilities		—		71		956		81		—			1,108		—		71		876		84		—			1,031
Operating lease liabilities															—		—		209		154		—			363
Intercompany loans		—		—		8,952		2,220		(11,172	)		—		—		—		9,053		879		(9,932	)		—
Other non-current liabilities		—		3		839		249		—			1,091		—		64		360		217		—			641
Total liabilities		—		8,360		13,082		3,672		(12,978	)		12,136		—		8,381		13,296		2,291		(12,006	)		11,962
Total shareholders’ equity		2,847		3,027		2,815		141		(5,983	)		2,847
Total stockholders’ equity															2,044		3,559		2,002		899		(6,460	)		2,044
Noncontrolling interests		—		—		—		196		—			196		—		—		—		187		—			187
Total equity		2,847		3,027		2,815		337		(5,983	)		3,043		2,044		3,559		2,002		1,086		(6,460	)		2,231
Total liabilities and equity	$	2,847	$	11,387	$	15,897	$	4,009	$	(18,961	)	$	15,179	$	2,044	$	11,940	$	15,298	$	3,377	$	(18,466	)	$	14,193

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

-

-

-

-

-

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

-

-

-

-

-

Increase/(decrease) in other short-term borrowings

-

-

-

-

-

Cash dividends paid to shareholders

(124
)

-

-

-

(124
)
Repurchase of common stock

-

-

-

-

-

Activity under stock 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

								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

										Non-															Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Consolidated			Parent			Issuers			Guarantor			Guarantor			Consolidated
Net cash provided by/(used in) operating activities	$	(2	)	$	(20	)	$	(113	)	$	18		$	(117	)	$	(12	)	$	47		$	(38	)	$	(2	)	$	(5	)
Investing activities:																													—
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(1	)		(1	)		(2	)		—			—			(14	)		(13	)		(27	)
Proceeds from the sale of subsidiaries and affiliates, net																	—			—			—			—			—
Additions to property, plant and equipment and other assets		—			—			(20	)		(6	)		(26	)		—			—			(1	)		(3	)		(4	)
Additions to intangible assets		—			—			(86	)		(16	)		(102	)		—			—			(84	)		(24	)		(108	)
Other investing activities		—			—			1			(3	)		(2	)		—			—			—			(3	)		(3	)
Net cash used in investing activities		—			—			(106	)		(26	)		(132	)		—			—			(99	)		(43	)		(142	)
Financing activities:																													—
Net borrowings under revolving credit facility		—			—			195			—			195			—			—			135			—			135
Repayments of debt		—			(7	)		—			(1	)		(8	)		—			(14	)		—			—			(14	)
Proceeds from the issuance of debt, net of issuance costs		—			(1	)		—			1			—
Cash dividends paid to shareholders		(121	)		—			—			—			(121	)
Repurchase of common stock		(20	)		—			—			—			(20	)
Activity under stock plans		18			—			(4	)		—			14
Cash dividends paid to stockholders																	(21	)		—			—			—			(21	)
Activity under share-based compensation plans																	—			—			(4	)		—			(4	)
Proceeds from employee stock purchase plan		1			—			—			—			1			1			—			—			—			1
Capital leases		—			—			(17	)		(2	)		(19	)
Finance leases																	—			—			(9	)		(2	)		(11	)
Settlement of intercompany and other financing activities		123			28			(8	)		(145	)		(2	)		41			(32	)		11			(24	)		(4	)
Net cash provided by/(used in) financing activities		1			20			166			(147	)		40			21			(46	)		133			(26	)		82
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			15			15			—			—			—			(30	)		(30	)
Net increase/(decrease) in cash and cash equivalents		(1	)		—			(53	)		(140	)		(194	)		9			1			(4	)		(101	)		(95	)
Cash and cash equivalents at beginning of period		2			1			69			584			656			2			—			48			404			454
Cash and cash equivalents at end of period	$	1		$	1		$	16		$	444		$	462		$	11		$	1		$	44		$	303		$	359

										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

The following discussion and analysis supplements management’s discussion and analysis of Nielsen Holdings plc (“the Company” or “Nielsen”) for the year ended December 31, ~~2018~~2019 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on February ~~28, 2019,~~27, 2020, and presumes that readers have read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed Consolidated Financial Statements and related notes thereto. Further, this report may contain material that includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Nielsen’s current views with respect to current events and financial performance. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Nielsen’s operations and business environment that may cause actual results to be materially different from any future results, express or implied, by such forward-looking statements, including but not limited to, those set forth in this Item 2 and Part II, Item 1A, if any, and those noted in our ~~2018~~2019 Annual Report on Form 10-K under “Risk Factors.” Forward-looking statements speak only as of the date of this report or as of the date they were made. We disclaim any intention to update the current expectations or forward-looking statements contained in this report. Unless required by context, references to “we,” “us,” and “our” refer to Nielsen Holdings plc and each of its consolidated subsidiaries unless otherwise stated or indicated by context.

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

We are a leading global measurement and data analytics company that provides ~~clients with a comprehensive understanding~~the most complete and trusted view available of consumers and ~~consumer behavior.~~markets worldwide. Our approach marries our proprietary data with other data sources to help clients around the world understand ~~what's~~what’s happening now, ~~what's~~what’s happening next, and how to best act on this knowledge. ~~For more than 90 years~~An S&P 500 company, we have provided data and analytics based on scientific rigor and innovation, continually developing new ways to answer the most important questions facing the media, advertising, retail and fast-moving consumer goods industries. We have a presenceoperations in ~~more than~~over 100 countries, including many emerging markets, covering more than 90% of the world’s population, and hold leading market positions in many of our services and geographies.

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

Our business strategy is built upon a model that has traditionally yielded consistent revenue performance. Typically, before the start of each year, more than 70% of our annual revenue has been committed under contracts in our combined Nielsen Global Connect ~~(“Connect”)~~ and Nielsen Global Media ~~(“Media”)~~ segments, which provides us with a greater degree of stability for our revenue and allows us to more effectively manage our profitability and cash flows. See “Business Segment Overview” below for further ~~discussion~~discussion. We continue to look for growth opportunities through global expansion, specifically within emerging markets, as well as through the cross-platform expansion of our analytical services and measurement services.

~~In September 2018, we~~On November 7, 2019, Nielsen announced ~~a broad review of strategic alternatives for~~its plan to spin-off the ~~entire company~~company's Global Connect business, creating two independent, publicly traded companies -- the Global Media business and ~~its businesses. This review process, which is being conducted with~~ the assistance of financial and legal advisors, includes an assessment of a broad range of potential strategic alternatives including continuing to operate as a public, independent company, a separation of either the Company’sGlobal Connect ~~or Media segment, or a sale of the Company. There can be no assurance that this review will result in a specific transaction or other strategic alternative.~~business.

Our restructuring and other productivity initiatives have been focused on a combination of improving operating leverage through targeted cost-reduction programs, business process improvements and portfolio restructuring actions, while at the same time investing in key programs to enhance future growth opportunities.

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

In March 2020, the global outbreak of the novel coronavirus (“COVID-19”) was categorized as a pandemic by the World Health Organization and has negatively affected the global economy, disrupted global supply chains, resulted in significant travel and

~~Business Segment Overview~~transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets.

~~Prior~~We have established a global task force to ~~February 2019,~~ensure execution of our key priorities during the COVID-19 pandemic-- the health and safety of our global workforce, maintaining our financial position with ample liquidity, and continuity of critical business processes.

We have taken measures to protect the health and safety of our employees, their families and our clients, with a large majority of our worldwide workforce working from home. We have halted in-store field research and in-person client engagements in 70 markets and are adapting processes and developing innovative solutions to ensure continuity of critical business processes. In addition, we ~~were aligned~~are sharing retail measurement data with several government entities to support our communities.

We delivered solid results in the first quarter, but we saw slowing momentum as the quarter progressed. These headwinds have continued into ~~two reporting segments: what consumers buy~~the second quarter, with increased pressure in both Nielsen Global Media and Nielsen Global Connect, primarily in non-contracted revenue. We continue to believe that a separation of Nielsen Global Media and Nielsen Global Connect is the best path forward. We continue to make operational progress towards separation but now expect the closing to take place in the first quarter of 2021, largely due to temporary shutdowns of government agencies that are necessary to move forward with the separation.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“~~Buy”~~CARES”) Act was signed into law. The CARES Act provides a substantial stimulus and ~~what consumers read, watch and listen~~assistance package intended to ~~(“Watch”). In February 2019, we realigned our business segments from Buy and Watch to Connect and Media. Each segment operates as a complete unit—from~~address the ~~conception of a product, through the collection~~impact of the ~~data, into the technology~~COVID-19 pandemic, including tax relief and ~~operations, all the way to the data being sold~~government loans, grants and ~~delivered to the client.~~ Our Connect and Media segments are built on a foundation of proprietary data assets that are designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses. Our segments each consist of two categories: Measure and Predict / Activate in Connect and Audience Measurement and Plan / Optimize in Media. These categories are based on our core measurement platforms in both Connect and Media, while Predict / Activate and Plan / Optimize are designed to build on our measurement capabilities to enhance client decision-making. These changes better align our external view to our go-forward internal view. Our reportable segments are stated on the new basis and such changes were retrospectively applied.investments. The ~~impact of these changes~~CARES Act did not have a material impact on our ~~condensed~~ consolidated financial statements ~~or segment results.~~for the three months ended March 31, 2020. We continue to monitor any effects that may result from the CARES Act.

~~Our Connect segment provides measurement services, which include our core tracking and scan data (primarily transactional measurement data and consumer behavior information), and analytical services~~

We believe we have a sound plan in place to ~~businesses~~mitigate the financial impacts of the COVID-19 pandemic in the face of ongoing economic uncertainty. We have taken aggressive cost actions to date and continue to closely monitor the situation. We remain well-capitalized, have sufficient liquidity to satisfy our cash needs and will take additional actions as required.

For further discussion regarding the potential impacts of COVID-19 and related economic conditions on the Company, see "Part II—Item 1A—Risk Factors."

We are divided into 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, enabling its clients to grow and succeed across the $600 billion global advertising market. Media helps clients to define exactly who they want to reach, as well as optimize the outcomes they can achieve. Our 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 ~~industry. Our services also enable our clients~~manufacturers and retailers with accurate, actionable information and a complete picture of the complex and changing marketplace that brands need to ~~better manage their brands, uncover new sources of demand, launch~~innovate and grow ~~new products, analyze~~ their ~~sales~~businesses. Connect provides data and ~~establish more effective consumer relationships. Our~~builds tools that use predictive models to turn observations in the marketplace into business decisions and winning solutions. The business's data ~~is used by our clients to measure their market share, tracking billions of sales transactions per month in retail outlets around the world. Our extensive database of retail~~ and ~~consumer information,~~insights, combined with ~~our advanced analytical capabilities, helps generate strategic insights that influence our clients’ key business decisions.~~

~~Our Media segment provides viewership and listening data~~the only open, cloud native measurement and analytics ~~primarily~~platform that democratizes the power of data, continue to provide an essential foundation that makes markets possible in the media and advertising industries for television, radio, digital and mobile viewing and listening platforms. Our Media data is used by our media clients to understand their audiences, establish the valuerapidly evolving world of ~~their advertising inventory and maximize the value of their content, and by our advertising clients to plan and optimize their spending.~~commerce.

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 our segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment.

Our accounting policies are set forth in Note 1 to Consolidated Financial Statements contained in the Company’s ~~2018~~2019 Annual Report on Form 10-K. We include herein certain updates to those policies.

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

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. We review the recoverability of our goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. During the first quarter of 2020, we ~~adopted~~concluded that there was a triggering event for an interim assessment.

The estimates of fair value of a reporting unit are determined using a combination of valuation techniques, primarily by an income approach using a discounted cash flow analysis and supplemented by a market-based approach.

A discounted cash flow analysis requires the ~~new lease accounting standard using the transition method approved by the FASB on July 30, 2018, which allows companies to apply the provisions~~use of ~~the new leasing standard as~~various assumptions, including expectations of January 1, 2019, without adjusting the comparative periods presented. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification. Adoption of this standard resultedfuture cash flows, growth rates, discount rates and tax rates in the recording of net operating lease right-of-use (ROU) assets of $0.5 billion (amount is net of lease incentives and ASC 420 cease-use liabilities) and corresponding operating lease liabilities of $0.6 billion. Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance.

All significant lease arrangements are generally recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement. ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease ROU assets and liabilities are recognized at commencement date based ondeveloping the present value of ~~lease payments over~~future cash flow projections. Many of the ~~lease term.~~factors used in assessing fair value are outside of the control of management, and these assumptions and estimates can change in future periods. Changes in assumptions or estimates could materially affect the determination of the fair value of a reporting unit, and therefore could affect the amount of potential impairment. The ~~operating lease ROU~~following assumptions are significant to our discounted cash flow analysis:

These estimates and assumptions vary between each reporting unit depending on the facts and circumstances specific to that unit. We believe that the estimates and assumptions we made are reasonable, but they are susceptible to change from period to period.

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

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

The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset ~~also includes any lease payments related to initial direct cost and prepayments and excludes lease incentives. Lease expense~~with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology, which includes revenue projections. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace. There was no impairment noted in any period presented with respect to the Company’s indefinite-lived intangible assets. As of the March 31, 2020 assessment, one of our indefinite-lived intangible assets had a

fair value that exceeded its carrying value by less than 5%. The valuation is sensitive to the assumptions listed above. A downward trend in revenue projections or an increase in discount rate could lead to a ~~straight-line basis over the lease term.~~future impairment. We ~~have lease agreements with lease~~will continue to closely evaluate and ~~non-lease components, which are generally accounted for together.~~report on any indicators of future impairments.

For the three months ended March 31, 2020, we 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 our consolidated results of operations would not have been material.

For the three months ended March 31, 2019, we 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 our consolidated results of operations would not have been material.

For the three months ended March 31, 2018, we paid cash consideration of $2 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2018 acquisitions occurred as of January 1, 2018, the impact on our consolidated results of operations would not have been material.

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

	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2020			2019
U.S. Dollar		58	%		57	%		60	%		58	%
Euro		10	%		11	%		10	%		10	%
Other Currencies		32	%		32	%		30	%		32	%
Total		100	%		100	%		100	%		100	%

Fluctuations in the value of foreign currencies relative to the U.S. dollar impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under “Item 3.—Quantitative and Qualitative Disclosures about Market Risk.” In countries with currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates while; revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. dollar to Euro exchange rate was ~~$1.14~~$1.10 to €1.00 and ~~$1.23~~$1.14 to €1.00 for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

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

We have operations in both the Connect and Media segments in Argentina and the functional currency for those operations is the Argentine Peso. In accordance with U.S. GAAP, Argentina’s currency has been considered hyperinflationary since July 1, 2018, and, accordingly, local currency transactions have been denominated in U.S. dollars since July 1, 2018, and will continue to be denominated in U.S. dollars until Argentina’s currency is no longer deemed to be hyperinflationary. We will continue to assess the appropriate conversion rate based on events in Argentina and our Argentina operations. This event has had an immaterial impact on our condensed consolidated financial statements.

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

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

During the three months ended March 31, ~~2019,~~2020, we sold ~~$44~~$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, ~~2019~~2020 and December 31, ~~2018, $33~~2019, $30 million and ~~$105~~$85 million of previously sold receivables, respectively, remained outstanding. The sales were accounted for as a true sales, without recourse. We maintain servicing responsibilities offor the majority of the receivables sold during the ~~year,~~period, for which the related costs are not significant. The proceeds of ~~$44~~$59 million from the ~~sale~~sales were reported as a component of the changes in trade and other receivables, net within operating activities in the condensed consolidated statement of cash flows.

Results of Operations – Three Months Ended March 31, ~~2019~~2020 Compared to the Three Months Ended March 31, ~~2018~~2019

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

	Three Months Ended March 31,						Three Months Ended March 31,
(IN MILLIONS)	2019			2018			2020			2019
Revenues	$	1,563		$	1,610		$	1,559		$	1,563
Cost of revenues, exclusive of depreciation and amortization shown separately below		695			719			721			695
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		480			493			515			480
Depreciation and amortization		179			167			214			179
Restructuring charges		35			24			11			35
Operating income/(loss)		174			207			98			174
Interest income		2			2			1			2
Interest expense		(99	)		(96	)		(94	)		(99	)
Foreign currency exchange transaction gains/(losses), net		(3	)		—			(6	)		(3	)
Other income/(expense)		5			1			(1	)		5
Income/(loss) from continuing operations before income taxes		79			114			(2	)		79
Benefit/(provision) for income taxes		(32	)		(39	)		(11	)		(32	)
Net income/(loss)		47			75			(13	)		47
Net income/(loss) attributable to noncontrolling interests		4			3			5			4
Net income/(loss) attributable to Nielsen shareholders	$	43		$	72		$	(18	)	$	43

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

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

Impairment of goodwill and other long-lived assets: We exclude the impact of charges related to the impairment of goodwill and other long-lived assets. Given the significance of the impairment of goodwill and other long-lived assets, we reported it separately in the consolidated statements of operations. We believe that the exclusion of these impairments, which are non-cash, allows for meaningful comparisons of operating results to peer companies. We believe that this increases period-to-period comparability and is useful to evaluate the performance of the total company.

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

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

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

Separation-related costs: To measure operating performance, we exclude certain separation-related costs that would not be incurred if we were not undertaking a separation of our Global Connect business from our Global Media business and positioning Global Connect and Global Media to operate as two independent companies. These costs include: third-party advisor costs, tax friction, technology related spend, and incremental costs of beginning to operate as two independent companies. We believe that exclusion of these costs will allow users of our financial statements to better understand our financial performance in 2020.

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

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

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

The below table presents a reconciliation from net income to Adjusted EBITDA for the three months ended March 31, ~~2019~~2020 and ~~2018:~~2019:

	Three Months Ended March 31,				Three Months Ended March 31,
(IN MILLIONS)	2019		2018		2020			2019
Net income/(loss) attributable to Nielsen shareholders	$	43	$	72	$	(18	)	$	43
Interest expense, net		97		94		93			97
(Benefit)/provision for income taxes		32		39		11			32
Depreciation and amortization		179		167		214			179
EBITDA		351		372		300			351
Other non-operating (income)/expense, net		2		2		12			2
Restructuring charges		35		24		11			35
Share-based compensation expense		15		13		16			15
Other items^(a)		12		12		21			12
Separation-related costs						35			-
Adjusted EBITDA	$	415	$	423	$	395		$	415

Consolidated Results for the Three Months Ended March 31, ~~2019~~2020 Compared to the Three Months Ended March 31, ~~2018~~2019

Revenues decreased ~~2.9%~~0.3% to $1,559 million for the three months ended March 31, 2020 from $1,563 million for the three months ended March 31, 2019, ~~from $1,610 million for the three months ended March 31, 2018,~~ or an increase of ~~0.4%~~1.5% on a constant currency basis. Revenues within our Connect segment decreased ~~6.2%~~2.7%, or ~~a decrease~~an increase of ~~0.7%~~0.3% on a constant currency basis. Revenues within our Media segment increased ~~0.2%~~1.9%, or an increase of ~~1.3%~~2.6% on a constant currency basis. Refer to the “Business Segment Results for the Three Months Ended March 31, ~~2019~~2020 Compared to the Three Months Ended March 31, ~~2018”~~2019” section for further discussion of our revenue performance.

Cost of revenues ~~decreased 3.3%~~increased 3.7% to $721 million for the three months ended March 31, 2020 from $695 million for the three months ended March 31, 2019, ~~from $719 million for the three months ended March 31, 2018,~~ or ~~a decrease~~an increase of ~~0.1%~~5.3% on a constant currency basis.

Costs within our Connect segment ~~decreased 6.5%~~increased 1.3%, or ~~a decrease~~an increase of ~~1.8%~~3.4% on a constant currency basis. The ~~decrease~~increase in cost of revenues for the three months ended March 31, ~~2019~~2020 as compared to the three months ended March 31, ~~2018~~2019 was primarily due to global investments in our services, including retailer investments, partially offset by our productivity initiatives.

Costs within our Media segment increased ~~0.3%~~8.5%, or an increase of ~~1.7%~~9.2% on a constant currency basis. Cost of revenues increased primarily due to the impact of our investments and higher spending on product portfolio management initiatives, including data acquisition costs, partially offset by productivity initiatives.

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

Selling, general and administrative expenses ~~decreased 2.6%~~increased 7.3% to $515 million for the three months ended March 31, 2020 from $480 million for the three months ended March 31, 2019, ~~from $493 million for the three months ended March 31, 2018,~~ or an increase of ~~1.5%~~9.3% on a constant currency basis.

Costs within our Connect segment decreased ~~3.6%~~3.3%, or ~~an increase~~a decrease of ~~1.7%~~0.8% on a constant currency basis, primarily due to ~~our continued global investments in our services.~~productivity initiatives.

Costs within our Media segment decreased ~~1.2%~~0.5%, or ~~an increase of 1.2%~~flat on a constant currency basis.

Costs within our Corporate segment increased 230% on a reported and constant currency basis, primarily due to separation-related costs relating to the ~~impact~~separation of our ~~investments.~~Global Connect business from our Global Media business and positioning Global Connect and Global Media to operate as two independent companies.

Depreciation and amortization expense was $214 million for the three months ended March 31, 2020 as compared to $179 million for the three months ended March 31, ~~2019 as compared to $167 million for the three months ended March 31, 2018.~~2019. This increase was primarily due to higher depreciation and amortization expense associated with higher capital ~~expenditures.~~expenditures, partially offset by lower depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations.

Depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations decreased to $51 million for the three months ended March 31, 2020 from $54 million for the three months ended March 31, 2019 ~~from $56 million for the three months ended March 31, 2018~~.

We recorded ~~$35~~$11 million and ~~$24~~$35 million in restructuring charges primarily ~~relating~~ related to employee severance costs associated with our plans to reduce selling, general and administrative expenses and consolidate operations centers, as well as automation initiatives for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

Operating income for the three months ended March 31, ~~2019~~2020 was ~~$174~~$98 million as compared to ~~$207~~$174 million for the three months ended March 31, ~~2018.~~2019. Operating loss within our Connect segment was $15 million for the three months ended March 31, 2020 as compared to operating loss of $2 million for the three months ended March 31, ~~2019 as compared to operating~~2019. Operating income ~~of $14~~within our Media segment was $191 million for the three months ended March 31, ~~2018. Operating income within our Media segment was~~2020 as compared to $214 million for the three months ended March 31, ~~2019 as compared to $223~~2019. Corporate operating expenses were $78 million for the three months ended March 31, ~~2018. Corporate operating expenses were~~2020 as compared to $38 million for the three months ended March 31, ~~2019 as compared to $30 million for the three months ended March 31, 2018.~~2019. Refer to the “Business Segment Results for the Three Months Ended March 31, ~~2019~~2020 Compared to the Three Months Ended March 31, ~~2018”~~2019” section for further discussion of our operating income.

Interest expense was $94 million for the three months ended March 31, 2020, as compared to $99 million for the three months ended March 31, ~~2019, as compared to $96 million for the three months ended March 31, 2018.~~2019. This ~~increase~~decrease was primarily due to ~~higher~~lower USD LIBOR senior secured term loan interest rates without hedged positions.

Foreign currency exchange transaction losses, net, primarily represent the net loss on revaluation of intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, primarily the Euro, have a significant effect on our operating results. The average U.S. Dollar to Euro exchange rate was $1.10 to €1.00 for the three months ended March 31, 2020, as compared to $1.14 to €1.00 for the three months ended March 31, ~~2019, as compared to $1.23 to €1.00 for the three months ended March 31, 2018.~~2019.

We realized net losses of $6 million and $3 million for the three months ended March 31, 2020 and 2019, respectively, resulting primarily from fluctuations in certain foreign currencies associated with intercompany transactions.

Other expense, net of $1 million for the three months ended March 31, 2020, was primarily related to certain non-service related pension transactions.

Other income, net of $5 million for the three months ended March 31, 2019, was primarily related to a gain from the sale of a cost method investment and certain non-service related pension transactions.

The effective tax rates before discrete tax items for the three months ended March 31, ~~2018, was primarily related to certain non-service related pension transactions.~~

2020 and 2019 were 47% ($1 million tax benefit) and 31% ($25 million tax expense), respectively. The ~~effective~~ tax ~~rates~~rate for the three months ended March 31, ~~2019~~2020 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where we file tax returns, BEAT tax, and ~~2018 were 41% and 34%, respectively.~~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 we file tax returns offset by the favorable impact of certain financing activities. ~~The tax rate for~~For the three months ended March 31, ~~2018~~2020, the total tax expense was ~~higher than the statutory rate as a result~~$11 million which includes impact of the ~~impact of tax rate differences in~~CARES Act and other ~~jurisdictions where we file tax returns, and the effect of foreign distributions, offset by the favorable impact of certain financing activities. The principal reason for the increase~~discrete items recognized in the first ~~quarter effective~~quarter. For the three months ended March 31, 2019, the total tax ~~rate~~expense was $32 million which includes impact of interest on uncertain tax positions and other discrete items recognized in ~~2019 when compared to 2018 was due to profit mix in various jurisdictions.~~the first quarter.

The estimated liability for unrecognized tax benefits as of December 31, ~~2018~~2019 was ~~$572~~$164 million. ~~We expect to conclude a number of audits in multiple jurisdictions throughout~~If our tax positions are favorably sustained by the ~~remainder~~taxing authorities, the reversal of the ~~year. Various statutes of limitation are also due to expire. This is likely to result in a decrease in these~~underlying liabilities ~~as well as a reduction in~~would reduce our effective tax rate in ~~subsequent quarters and~~ future periods.

Adjusted EBITDA decreased ~~1.9%~~4.8% to $395 million for the three months ended March 31, 2020 from $415 million for the three months ended March 31, 2019, ~~from $423 million for the three months ended March 31, 2018,~~ or ~~an increase~~a decrease of ~~0.5%~~2.9% on a constant currency basis. See “Results of Operations – Three Months Ended March 31, ~~2019~~2020 Compared to the Three Months Ended March 31, ~~2018”~~2019” for the reconciliation of net income/(loss) to Adjusted EBITDA.

Business Segment Results for the Three Months Ended March 31, ~~2019~~2020 Compared to the Three Months Ended March 31, ~~2018~~2019

The table below sets forth our segment revenue performance data for the three months ended March 31, ~~2019~~2020 compared to the three months ended March 31, ~~2018,~~2019, both on an as-reported and constant currency basis.

(IN MILLIONS)	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018		% Variance 2019 vs. 2018 Reported			Three Months Ended March 31, 2018 Constant Currency		% Variance 2019 vs. 2018 Constant Currency			Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		% Variance 2020 vs. 2019 Reported			Three Months Ended March 31, 2019 Constant Currency		% Variance 2020 vs. 2019 Constant Currency
Measure	$	539		563		(4.3	)%		530		1.7	%	$	510		539		(5.4	)%		522		(2.3	)%
Predict/Activate		198		223		(11.2	)%		212		(6.6	)%		207		198		4.5	%		193		7.3	%
Connect Segment	$	737	$	786		(6.2	)%	$	742		(0.7	)%	$	717	$	737		(2.7	)%	$	715		0.3	%

Audience Measurement	$	605		596		1.5	%		592		2.2	%	$	615		605		1.7	%		602		2.2	%
Plan/Optimize		221		228		(3.1	)%		223		(0.9	)%		227		221		2.7	%		219		3.7	%
Media Segment		826		824		0.2	%		815		1.3	%		842		826		1.9	%		821		2.6	%
Total	$	1,563	$	1,610		(2.9	)%	$	1,557		0.4	%	$	1,559	$	1,563		(0.3	)%	$	1,536		1.5	%

Revenues decreased ~~6.2%~~2.7% to $717 million for the three months ended March 31, 2020 from $737 million for the three months ended March 31, 2019, ~~from $786 million for the three months ended March 31, 2018,~~ or ~~a decrease~~an increase of ~~0.7%~~0.3% on a constant currency basis. Revenues from Measure decreased ~~4.3%~~5.4% to ~~$539~~$510 million, or a decrease of 2.3% on a constant currency basis, reflecting the impact of the COVID-19 pandemic on retail measurement services in markets that are heavy in traditional trade. Revenues from Predict/Activate increased 4.5% to $207 million, or an increase of ~~1.7%~~7.3% on a constant currency ~~basis. Revenue growth was driven~~basis, primarily reflecting the January 2020 acquisition of Precima, along with strength in analytics and innovation, partially offset by ~~strong performance~~pressure in ~~our retail measurement services and improved trends in~~custom insights which saw greater pressure from the ~~U.S.~~ Revenues from Predict/Activate decreased 11.2% to $198 million, or a decrease of 6.6% on a constant currency basis. Revenues decreased as a result of continued softness in areas such as innovation and custom analytics.COVID-19 pandemic.

Revenues increased ~~0.2%~~1.9% to $842 million for the three months ended March 31, 2020 from $826 million for the three months ended March 31, 2019 ~~from $824 million for the three months ended March 31, 2018~~ or an increase of ~~1.3%~~2.6% on a constant currency basis.Revenue growth was primarily driven by growth in Audience Measurement, which increased ~~1.5%~~1.7%, or an increase of 2.2% on a constant currency basis, primarily due to continued client adoption of our Total Audience Measurement system ~~partly~~ and growth in audio which was timing driven, partially offset by pressure in local television ~~measurement.~~measurement. Plan/Optimize revenues ~~decreased 3.1%~~increased 2.7%, or ~~a decrease~~an increase of ~~0.9%~~3.7% on a constant currency basis, primarily ~~driven by historical data sales related~~due to ~~a product category exit, partially offset by a recent acquisition~~growth in targeting solutions for consumer packaged goods clients and ~~solid~~continued growth in ~~Gracenote offerings.~~Gracenote.

We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, share-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA

described within our consolidated results of operations above, which our chief operating decision maker and other members of management use to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-GAAP measures should not be considered as an alternative to net income/(loss), operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures may differ from similarly titled measures used by others and have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

(IN MILLIONS)	Three Months Ended March 31, 2019 Reported			Three Months Ended March 31, 2018 Reported			% Variance 2019 vs. 2018 Reported			Three Months Ended March 31, 2018 Constant Currency			% Variance 2019 vs. 2018 Constant Currency			Three Months Ended March 31, 2020 Reported			Three Months Ended March 31, 2019 Reported			% Variance 2020 vs. 2019 Reported			Three Months Ended March 31, 2019 Constant Currency			% Variance 2020 vs. 2019 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Connect	$	79		$	87			(9.2	)%	$	79			0.0	%	$	63		$	79			(20.3	)%	$	72			(12.5	)%
Media		347			347			0.0	%		345			0.6	%		343			347			(1.2	)%		346			(0.9	)%
Corporate and Eliminations		(11	)		(11	)		NM			(11	)		NM			(11	)		(11	)		NM			(11	)		NM
Total Nielsen	$	415		$	423			(1.9	)%	$	413			0.5	%	$	395		$	415			(4.8	)%	$	407			(2.9	)%

Operating loss was $15 million for the three months ended March 31, 2020 as compared to operating loss of $2 million for the three months ended March 31, ~~2019 as compared to operating income of $14 million for the three months ended March 31, 2018.~~2019. The decrease was primarily due to the revenue performance discussed above, higher depreciation and ~~higher~~amortization expense and our continued global investments in our services, including retailer investments, partially offset by lower restructuring charges for the three months ended March 31, ~~2019.~~2020. Non-GAAP business segment income ~~was flat~~decreased 12.5% on a constant currency basis.

Operating income was $191 million for the three months ended March 31, 2020 as compared to $214 million for the three months ended March 31, ~~2019~~ 2019. The decrease was primarily due to an increase in depreciation and amortization expense as ~~compared to $223~~well the impact of our investments and higher spending on product portfolio management initiatives, including data acquisition costs, partially

offset by the revenue performance discussed above and a decrease in restructuring charges for the three months ended March 31, 2020. Non-GAAP business segment income decreased 0.9% on a constant currency basis.

Operating expenses were $78 million for the three months ended March 31, 2018. The decrease was driven primarily by an increase in depreciation and amortization expense for the three months ended March 31, 2019. Non-GAAP business segment income increased 0.6% on a constant currency basis.

~~Operating expenses were~~2020 as compared to $38 million for the three months ended March 31, ~~2019 as compared~~2019. The increase was primarily due to ~~$30 million~~separation-related costs for the three months ended March 31, ~~2018 primarily due to higher restructuring charges and share-based compensation expense for the three months ended March 31, 2019.~~2020.

Cash flows from operations were $(5) million for the three months ended March 31, 2020, as compared to $(43) million for the three months ended March 31, 2019, ~~as compared to $(117) million for the three months ended March 31, 2018,~~ an increase of ~~$74~~$38 million primarily due to working capital timing and lower interest payments, partially offset by the Adjusted EBITDA performance discussed above, higher employee annual incentive payments and ~~lower retailer investments, partially offset by Adjusted EBITDA performance discussed above.~~higher income tax payments.

We provide for additional liquidity through several sources including maintaining an adequate cash balance, access to global funding sources and a committed revolving credit facility. The following table provides a summary of the major sources of liquidity as of and for the three months ended March 31, ~~2019~~2020 and ~~2018:~~2019:

(IN MILLIONS)	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018			Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Net cash from operating activities	$	(43	)	$	(117	)	$	(5	)	$	(43	)
Cash and cash equivalents	$	402		$	462		$	359		$	402
Availability under Revolving credit facility	$	571		$	366		$	698		$	571

Of the ~~$402~~$359 million in cash and cash equivalents, approximately ~~$336~~$312 million was held in jurisdictions outside the U.S. and as a result, there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the U.S. We regularly review the amount of cash and cash equivalents held outside of the U.S. to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

The below table illustrates our weighted average interest rate and cash paid for interest over the three months ended March 31, ~~2019~~2020 and ~~2018.~~2019.

	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018			Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Weighted average interest rate		4.70	%		4.43	%		4.09	%		4.70	%
Cash paid for interest, net of amounts capitalized (in millions)	$	55		$	51		$	50		$	55

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

Our $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. We believe that it is probable that it will be able to refinance this debt prior to maturity.

The Fifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) contains a financial covenant consisting of a maximum leverage ratio applicable to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the Amended Credit Agreement) at

the end of any calendar quarter to Consolidated EBITDA (as defined in the Amended Credit Agreement) for the four quarters then ended to exceed a specified threshold. The maximum permitted ratio is 5.50 to 1.00.

Failure to comply with this financial covenant would result in an event of default under our Amended Credit Agreement unless waived by our senior credit lenders. An event of default under our Amended Credit Agreement can result in the acceleration of our indebtedness under the facilities, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the financial covenant described above can cause us to go into default under the agreements governing our indebtedness, management believes that our Amended Credit Agreement and this covenant are material to us. As of March 31, ~~2019,~~2020, we were in full compliance with the financial covenant described above.

The Amended Credit Agreement contains a senior secured revolving credit facility with aggregate revolving credit commitments of $850 million and a final maturity of ~~April~~July 2023 under which Nielsen Finance LLC, TNC (US) Holdings, Inc., and Nielsen Holding and Finance B.V. can borrow revolving loans. The revolving credit facility can also be used for letters of credit, guarantees and swingline loans.

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

As of March 31, ~~2019~~2020 and ~~2018,~~2019, we had ~~$263~~$135 million and ~~$195~~$263 million borrowings outstanding and had outstanding letters of credit of ~~$16~~$17 million and ~~$14~~$16 million, respectively. As of March 31, ~~2019,~~2020, we had ~~$571~~$698 million available for borrowing under the revolving credit facility.

We ~~remain committed~~continue to ~~driving~~drive shareholder value ~~as evidenced in 2013 with the adoption of a~~through our quarterly cash ~~dividends~~dividend policy which was adopted by our Board of Directors ~~under which~~("Board") in 2013. Under this plan we have paid ~~$124~~$21 million and ~~$121~~$124 million in cash dividends during the ~~three months~~years ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. Any decision to declare and pay dividends in the future will be made at the discretion of our Board ~~of Directors~~ and will be subject to the Board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of our shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summarizes the dividends declared on our common stock during ~~2018~~2019 and the three months ended March 31, ~~2019.~~2020.

On April ~~18, 2019,~~16, 2020, our Board ~~of Directors~~ declared a cash dividend of ~~$0.35~~$0.06 per share on our common stock. The dividend is payable on June ~~19, 2019~~18, 2020 to shareholders of record at the close of business on June ~~5, 2019.~~4, 2020.

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

Repurchases under ~~these plans~~this program will be made in accordance with applicable securities laws from time to time ~~in the open market or otherwise~~and depending on our evaluation of market conditions and other factors. This program has been executed within the limitations of the authority

granted ~~by our shareholders.~~us on August 6, 2015, which authority will expire in August 2020. We are 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, ~~2019,~~2020, there were 39,426,521 shares of our 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, ~~2019.~~2020.

Operating activities.Net cash used in operating activities was ~~$43~~$5 million for the three months ended March 31, ~~2019,~~2020, as compared to ~~$117~~$43 million used in operating activities for the three months ended March 31, ~~2018.~~2019. This ~~increase~~decrease in net cash used in operating activities was primarily due to working capital timing and lower interest payments, partially offset by the Adjusted EBITDA performance discussed above, higher employee annual incentive payments and ~~lower retailer investments, partially offset by Adjusted EBITDA performance discussed above~~higher income tax payments. Our key collections performance measure, days billing outstanding (“DBO”), decreased by 3two days as compared to the same period last year.

Investing activities. Net cash used in investing activities was $142 million for the three months ended March 31, 2020, as compared to $180 million for the three months ended March 31, ~~2019,~~2019. The primary drivers for the decrease were lower acquisition payments and lower additions of property plant and equipment and intangible assets during the three months ended March 31, 2020 as compared to ~~$132~~the same period for 2019.

Financing activities. Net cash provided by financing activities was $82 million for the three months ended March 31, ~~2018. The primary driver for the increase was higher acquisition payments during the three months ended March 31, 2019~~2020 as compared to ~~the same period for 2018.~~

~~Financing activities. Net cash provided by financing activities was~~ $104 million for the three months ended March 31, ~~2019 as compared to $40 million for the three months ended March 31, 2018.~~2019. The ~~increase~~decrease in net cash provided by financing activities was primarily due to ~~higher~~lower net borrowings of the revolving credit facility, partially offset by lower dividends payments as described in the “Dividends and Share Repurchase Program” section above, during the three months ended March 31, ~~2019~~2020 as compared to the same period for ~~2018.~~2019.

Investments in property, plant, equipment, software and other assets totaled $112 million for the three months ended March 31, 2020 as compared to $122 million for the three months ended March 31, ~~2019 as compared to $128 million for the three months ended March 31, 2018.~~2019.

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

Effective January 1, 2019, we adopted the new lease accounting standard using the transition method approved by the FASB on July 30, 2018, which allows companies to apply the provisions of the new leasing standard as of January 1, 2019, without adjusting the comparative periods presented. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification. Adoption of this standard resulted in the recording of net operating lease right-of-use (ROU) assets of $0.5 billion (amount is net of lease incentives and ASC 420 cease-use liabilities) and corresponding operating lease liabilities of $0.6 billion. Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance. See Note 5 (“Leases”) for further discussion.

In February 2018, the FASB issued an ASU, “Reclassification of Certain Tax Effects From Accumulated Comprehensive Income”. The new standard gives companies the option to reclassify stranded tax effects caused by the newly-enacted US Tax Cuts and Jobs Act (“TCJA”) from accumulated other comprehensive income (“AOCI”) to retained earnings. The new standard became effective for us on January 1, 2019. We are electing to not reclassify stranded income tax effects of the TCJA from AOCI to retained earnings.

~~In June 2016, the FASB issued an~~Effective January 1, 2020, we adopted ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities ~~will~~ measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard ~~will replace today’s~~replaced the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities ~~will be~~are required to record allowances rather than reduce the carrying amount ~~as they do today~~ under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. ~~The~~Upon adoption, this new standard did not have a significant impact on our consolidated balance sheets and statements of operations.

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. We do not expect this new standard to have a significant impact on our disclosures.

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, ~~within those~~amongst other improvements. This standard is effective for fiscal years beginning after December 15, ~~2019.~~2020 and allows for early adoption. We are ~~currently~~ assessing the impact ~~the adoption~~ of this ~~ASU will have~~new standard on our ~~condensed~~ consolidated ~~financial statements.~~balance sheets, statements of operations and our future disclosures.

Reference Rate Reform-Facilitation of the Effects of Reference Rate Reform on Financial Reporting

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.

In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which ~~alleges~~alleged similar facts but also ~~names~~named other ~~defendants, including former Chief Operating Officer Stephen Hasker,~~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. ~~These lawsuits assert~~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 ~~our~~Nielsen’s Buy (now “Connect”) segment, ~~our~~Nielsen’s preparedness for changes in global data privacy laws and ~~our~~Nielsen’s reliance on third-party data. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. We expect that an amended or consolidated complaint relating to these cases will be filed and intend to file a motionNielsen moved to dismiss the ~~amended or consolidated complaint.~~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 ~~our~~Nielsen’s current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to usthe Company in connection with factual assertions substantially similar to those in the putative class action ~~complaints.~~complaint. The derivative lawsuit further alleges that certain officers and directors engaged in trading ~~our~~Nielsen stock based on material, nonpublic information. ~~We intend~~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, ~~we believe~~Nielsen believes that ~~we have~~the Company has meritorious defenses to these actions and that their resolution is not likely to have a material adverse effect on ~~our~~Nielsen’s business, financial position, or results of operations.

We are 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, we expect that the ultimate disposition of these matters will not have a material adverse effect on our operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.

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

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

We operate globally and predominantly generate revenues and expenses in local currencies. Approximately ~~42%~~40% of our revenues and 39% of our operating costs were generated in currencies other than the U.S. Dollar for the three months ended March 31, ~~2019.~~

2020. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure. Typically, a one cent change in the U.S. Dollar/Euro exchange rate, holding all other currencies constant, will impact revenues by approximately $6 million annually, with an immaterial impact on our profitability.

For ~~each of~~ the quarters ended March 31, ~~2019~~2020 and ~~2018,~~2019, we 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 gains/(losses), net in our condensed consolidated statements of operations. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the notional amounts of outstanding foreign currency derivative financial instruments were ~~$85~~$100 million and ~~$76~~$125 million, respectively.

The table below details the percentage of revenues and expenses by currency for the three months ended March 31, ~~2019:~~2020:

	U.S. Dollar		Euro		Other Currencies		U.S. Dollar		Euro		Other Currencies
Revenues	58	%	10	%	32	%	60	%	10	%	30	%
Operating costs	58	%	10	%	32	%	61	%	10	%	29	%

We have operations in both the Connect and Media segments in Argentina and the functional currency for those operations is the Argentine Peso. In accordance with U.S. GAAP, Argentina’s currency has been considered hyperinflationary since July 1, 2018, and, accordingly, local currency transactions have been denominated in U.S. dollars since July 1, 2018, and will continue to be denominated in U.S. dollars until Argentina’s currency is no longer deemed to be hyperinflationary. We will continue to access the appropriate conversion rate based on events in Argentina and our Argentina operations. This event has had an immaterial impact on our condensed consolidated financial statements.

We continually review our fixed and variable rate debt along with related hedging opportunities in order to ensure our portfolio is appropriately balanced as part of our overall interest rate risk management strategy. At March 31, ~~2019,~~2020, we had ~~$4,257~~$4,064 million in carrying value of floating-rate debt under our senior secured credit facilities of which $2,050 million was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately ~~$22~~$20 million ($4341 million without giving effect to any of our interest rate swaps).

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

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, ~~2019~~2020 (the “Evaluation Date”). Based on such evaluation and subject to the foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

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

In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which ~~alleges~~alleged similar facts but also ~~names~~named other ~~defendants, including former Chief Operating Officer Stephen Hasker,~~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. ~~These lawsuits assert~~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 ~~our~~Nielsen’s Buy (now “Connect”) segment, ~~our~~Nielsen’s preparedness for changes in global data privacy laws and ~~our~~Nielsen’s reliance on third-party data. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. We expect that an amended or consolidated complaint relating to these cases will be filed and intend to file a motionNielsen moved to dismiss the ~~amended or consolidated complaint.~~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 ~~our~~Nielsen’s current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to usthe Company in connection with factual assertions substantially similar to those in the putative class action ~~complaints.~~complaint. The derivative lawsuit further alleges that certain officers and directors engaged in trading ~~our~~Nielsen stock based on material, nonpublic information. ~~We intend~~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, ~~we believe~~Nielsen believes that ~~we have~~the Company has meritorious defenses to these actions and that their resolution is not likely to have a material adverse effect on ~~our~~Nielsen’s business, financial position, or results of operations.

There have been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 other than as set forth below, which, along with the Risk Factors previously disclosed, could materially adversely affect our business, financial condition and results of operations. Additional risks and uncertainties that are not presently known to us or that we deem immaterial may also impair our business operations and financial condition.

Our operations are vulnerable to the effects of epidemics, such as COVID-19, which has and is expected to continue to adversely affect our business.

We are vulnerable to the general economic effects of epidemics and other public health crises, including the ongoing novel coronavirus (“COVID-19”) outbreak that has spread throughout the world and has been declared a pandemic by the World Health Organization. Due to the recent outbreak of COVID-19, there has been a substantial curtailment of business activities in many countries around the world, which is affecting and may continue to affect our ability to conduct fieldwork, operate call centers, and other services that require manual data collection. In addition, we have closed numerous offices and personnel are working from home where possible, which is and may continue to affect overall business performance. The risk is particularly pronounced in the Connect business where our teams need to visit traditional stores to collect information where electronic data transmission is not possible, where the services rely on call centers, and where we need to conduct face to face consumer research interviews. With respect to the Media business, because our measurement services require Nielsen to recruit new panelist households and interact with existing panelists to install metering equipment, over time the pandemic and related “stay at home” orders may adversely affect Nielsen’s audio and television ratings and measurement services. Further, the COVID-19 pandemic could have a negative impact on our business if clients decide to cut back or delay their spending, or declare bankruptcy in light of poor business performance due to the pandemic. If the pandemic is not contained or otherwise continues, it will have a material adverse effect on our business, results of operations and financial position.

There were no unregistered sales of our common stock ~~for~~during the three months ended March 31, ~~2019.~~2020.

There were no share repurchases ~~for~~during the three months ended March 31, ~~2019.~~2020.

Our Board approved a share repurchase program for up to $2 billion of our outstanding common stock on the dates indicated under Part 1- Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Dividends and Share Repurchase Program.

On April 24, 2019, David J. Anderson, the Company’s Chief Financial Officer and Chief Operating Officer, assumed the additional role of principal accounting officer, effective immediately. For Mr. Anderson’s biographical information, including his business experience, please refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2018.Not applicable

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

† Management contract or compensatory plan in which directors and/or executive officers are eligible to participate.

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

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

England and Wales		98-1225347
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

85 Broad Street New York, New York 10004 (646) 654-5000		Nielsen House John Smith Drive Oxford Oxfordshire, OX4 2WB United Kingdom +1 (646) 654-5000
(Address of principal executive offices) (Zip Code) (Registrant’s telephone numbers including area code)

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

		PAGE
PART I.	FINANCIAL INFORMATION	- 3 -
Item 1.	Condensed Consolidated Financial Statements	- 3 -
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	- 3132 -
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~- 43 -~~
~~Item 4.~~	~~Controls and Procedures~~	~~- 44 -~~
~~PART II.~~	~~OTHER INFORMATION~~	~~- 45 -~~
~~Item 1.~~	~~Legal Proceedings~~	~~- 45 -~~
~~Item 1A.~~	~~Risk Factors~~	~~- 45 -~~
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	~~- 45 -~~
~~Item 3.~~	~~Defaults Upon Senior Securities~~	- 45 -
Item 4.	~~Mine Safety Disclosures~~Controls and Procedures	- 4546 -
PART II.	OTHER INFORMATION	- 47 -
Item 1.	Legal Proceedings	- 47 -
Item 1A.	Risk Factors	- 47 -
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	- 47 -
Item 3.	Defaults Upon Senior Securities	- 48 -
Item 4.	Mine Safety Disclosures	- 48 -
Item 5.	Other Information	- 4548 -
Item 6.	Exhibits	- 4648 -
	Signatures	- 4850 -

(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

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.

									Accumulated Other Comprehensive Income
									(Loss), Net								Total
			Additional						Currency			Cash		Post			Nielsen
	Common		Paid-in			Retained			Translation			Flow		Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			Earnings			Adjustments			Hedges		Benefits			Equity			Interests			Equity
Balance, December 31, 2017	$	32	$	4,742		$	411		$	(610	)	$	10	$	(340	)	$	4,245		$	198		$	4,443
Net income/(loss)		—		—		72				—			—		—		72			3			75
Currency translation adjustments, net of tax of $3		—		—			—		39				—		—		39			2			41
Cash flow hedges, net of tax of $(4)		—		—			—			—		11			—		11				—		11
Unrealized gain on pension liability, net of tax of $(1)		—		—			—			—			—	4			4				—		4
Employee stock purchase plan		—	1				—			—			—		—		1				—		1
Dividends to shareholders		—		—			(121	)		—			—		—			(121	)		(3	)		(124	)
Common stock activity from share-based compensation plans		—	14				—			—			—		—		14				—		14
Repurchase of common stock		—		(20	)		—			—			—		—			(20	)		—			(20	)
Share-based compensation expense		—	13				—			—			—		—		13				—		13
Balance, March 31, 2018	$	32	$	4,750		$	362		$	(571	)	$	21	$	(336	)	$	4,258		$	200		$	4,458

(IN MILLIONS)	Balance Beginning of Period		Charges to Expense			Deductions				Effect of Foreign Currency Translation		Balance at End of Period
Allowance for accounts receivable
For the three months ended March 31, 2020	$	12		$	2	$	(2	)	$	(1	)	$	11

(IN MILLIONS)	Total Initiatives
Balance at December 31, 2018	$	68
Reclassification of ASC 420 real estate restructuring to right-of -use asset (1)		(22	)
Charges		35
Payments		(21	)
Effect of foreign currency translation and other adjustments		(3	)
Balance at March 31, 2019	$	57

	Three Months Ended
	March 31, ~~2019~~2020
Actual number of shares of common stock outstanding
Beginning of period		~~355,271,737~~356,149,883
Shares of common stock issued through compensation plans		~~177,476~~328,883
Employee benefit trust activity		~~44,801~~(3,125	)
End of period		~~355,494,014~~356,475,591

Declaration Date	Record Date	Payment Date	Dividend Per Share
February 21, 2018	March 7, 2018	March 21, 2018	$	0.34
April 19, 2018	June 6, 2018	June 20, 2018	$	0.35
July 19, 2018	August 22, 2018	September 5, 2018	$	0.35
October 18, 2018	November 21, 2018	December 5, 2018	$	0.35
February 21, 2019	March 7, 2019	March 21, 2019	$	0.35

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

THREE MONTHS ENDED MARCH 31, 2019 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Share-based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Connect	$	(2	)	$	22	$	55	$	4	$	—	$	79
Media		214			7		123		3		—		347
Corporate and Eliminations		(38	)		6		1		8		12		(11	)
Total Nielsen	$	174		$	35	$	179	$	15	$	12	$	415

THREE MONTHS ENDED MARCH 31, 2018 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Share-based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Connect	$	14		$	15	$	54	$	4	$	—	$	87
Media		223			9		112		3		—		347
Corporate and Eliminations		(30	)		—		1		6		12		(11	)
Total Nielsen	$	207		$	24	$	167	$	13	$	12	$	423

Exhibit Number		Description of Exhibits

10.1*†		Amended and Restated Nielsen Holdings Plc Executive Severance Policy for Section 16 Officer and United States-Based Senior Executives

10.2*†		Form of Voluntary Salary and Bonus Reduction Program Due to Covid-19 Pandemic Letter to Section 16 Officers

31.1*		CEO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)

31.2*		CFO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)

32.1*		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

101*		The following financial information from Nielsen Holdings plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2019,~~2020, formatted in ~~XBRL~~iXBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, (iii) Condensed Consolidated Balance Sheets at March 31, ~~2019~~2020 (Unaudited) and December 31, ~~2018,~~2019, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2020 and 2019, and ~~2018,~~(v) Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2020 and ~~(v)~~2019, (vi) the Notes to Condensed Consolidated Financial Statements.

104*		Cover Page Interactive Data File (embedded within the Inline XBRL and included in Exhibit 101)

		Nielsen Holdings plc (Registrant)

Date: April 30, ~~2019~~2020		/s/ ~~David J. Anderson~~Christopher Taft
		~~David J. Anderson~~Christopher Taft ~~Chief Financial Officer~~Senior Vice President and Corporate Controller (Duly Authorized Officer and Principal Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company