Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018shares | |
Document Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2018 |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | NLSNNV |
Entity Registrant Name | Nielsen Holdings plc |
Entity Central Index Key | 1,492,633 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 355,207,609 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,647 | $ 1,644 | $ 3,257 | $ 3,170 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 698 | 678 | 1,417 | 1,339 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 494 | 474 | 987 | 947 |
Depreciation and amortization | 162 | 162 | 329 | 317 |
Restructuring charges | 65 | 9 | 89 | 41 |
Operating income | 228 | 321 | 435 | 526 |
Interest income | 2 | 1 | 4 | 2 |
Interest expense | (100) | (92) | (196) | (182) |
Foreign currency exchange transaction losses, net | (4) | (7) | (4) | (9) |
Other (expense)/income, net | (5) | 1 | (4) | 3 |
Income from continuing operations before income taxes and equity in net loss of affiliates | 121 | 224 | 235 | 340 |
Provision for income taxes | (44) | (91) | (83) | (134) |
Equity in net loss of affiliates | (1) | (1) | ||
Net income | 76 | 133 | 151 | 206 |
Net income attributable to noncontrolling interests | 4 | 2 | 7 | 4 |
Net income attributable to Nielsen stockholders | $ 72 | $ 131 | $ 144 | $ 202 |
Net income per share of common stock, basic | ||||
Net income attributable to Nielsen stockholders | $ 0.20 | $ 0.37 | $ 0.40 | $ 0.57 |
Net income per share of common stock, diluted | ||||
Net income attributable to Nielsen stockholders | $ 0.20 | $ 0.37 | $ 0.40 | $ 0.56 |
Weighted-average shares of common stock outstanding, basic | 355,773,490 | 356,829,766 | 356,115,127 | 357,113,183 |
Dilutive shares of common stock | 602,670 | 1,255,301 | 707,962 | 1,455,260 |
Weighted-average shares of common stock outstanding, diluted | 356,376,160 | 358,085,067 | 356,823,089 | 358,568,443 |
Dividends declared per common share | $ 0.35 | $ 0.34 | $ 0.69 | $ 0.65 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 76 | $ 133 | $ 151 | $ 206 | |
Other comprehensive (loss)/income, net of tax | |||||
Foreign currency translation adjustments | [1] | (141) | 83 | (100) | 158 |
Changes in the fair value of cash flow hedges | [2] | 3 | (1) | 14 | 1 |
Defined benefit pension plan adjustments | [3] | 5 | 3 | 9 | 6 |
Total other comprehensive (loss)/income | (133) | 85 | (77) | 165 | |
Total comprehensive (loss)/income | (57) | 218 | 74 | 371 | |
Less: comprehensive income attributable to noncontrolling interests | 4 | 5 | 9 | ||
Total comprehensive (loss)/income attributable to Nielsen stockholders | $ (57) | $ 214 | $ 69 | $ 362 | |
[1] | Net of tax of $(6) million and $12 million for the three months ended June 30, 2018 and 2017, respectively, and $(3) million and $14 million for the six months ended June 30, 2018 and 2017, respectively | ||||
[2] | Net of tax of $(1) million and $2 million for the three months ended June 30, 2018 and 2017, respectively, and $(5) million and zero for the six months ended June 30, 2018 and 2017, respectively | ||||
[3] | Net of tax of $(1) million for each of the three months ended June 30, 2018 and 2017, and$(2) million for each of the six months ended June 30, 2018 and 2017. |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax | $ (6) | $ 12 | $ (3) | $ 14 |
Changes in the fair value of cash flow hedges, tax | (1) | 2 | (5) | 0 |
Defined benefit pension plan adjustments, tax | $ (1) | $ (1) | $ (2) | $ (2) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 394 | $ 656 |
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $30 and $29 as of June 30, 2018 and December 31, 2017, respectively | 1,320 | 1,280 |
Prepaid expenses and other current assets | 406 | 346 |
Total current assets | 2,120 | 2,282 |
Non-current assets | ||
Property, plant and equipment, net | 471 | 482 |
Goodwill | 8,441 | 8,495 |
Other intangible assets, net | 5,068 | 5,077 |
Deferred tax assets | 169 | 170 |
Other non-current assets | 429 | 360 |
Total assets | 16,698 | 16,866 |
Current liabilities | ||
Accounts payable and other current liabilities | 977 | 1,141 |
Deferred revenues | 361 | 361 |
Income tax liabilities | 108 | 111 |
Current portion of long-term debt, capital lease obligations and short-term borrowings | 343 | 84 |
Total current liabilities | 1,789 | 1,697 |
Non-current liabilities | ||
Long-term debt and capital lease obligations | 8,321 | 8,357 |
Deferred tax liabilities | 1,416 | 1,435 |
Other non-current liabilities | 927 | 934 |
Total liabilities | 12,453 | 12,423 |
Commitments and contingencies (Note 12) | ||
Nielsen stockholders’ equity | ||
Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized, 355,212,022 and 355,956,031 shares issued and 355,207,609 and 355,944,976 shares outstanding at June 30, 2018 and December 31, 2017, respectively | 32 | 32 |
Additional paid-in capital | 4,723 | 4,742 |
Retained earnings | 309 | 411 |
Accumulated other comprehensive loss, net of income taxes | (1,015) | (940) |
Total Nielsen stockholders’ equity | 4,049 | 4,245 |
Noncontrolling interests | 196 | 198 |
Total equity | 4,245 | 4,443 |
Total liabilities and equity | $ 16,698 | $ 16,866 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) $ in Millions | Jun. 30, 2018USD ($)shares | Jun. 30, 2018€ / shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2017€ / shares |
Statement Of Financial Position [Abstract] | ||||
Trade and other receivables, allowances for doubtful accounts and sales returns | $ | $ 30 | $ 29 | ||
Common stock, par value | € / shares | € 0.07 | € 0.07 | ||
Common stock, shares authorized | 1,185,800,000 | 1,185,800,000 | ||
Common stock, shares issued | 355,212,022 | 355,956,031 | ||
Common stock, shares outstanding | 355,207,609 | 355,944,976 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Activities | ||
Net income | $ 151 | $ 206 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation expense | 20 | 27 |
Currency exchange rate differences on financial transactions and other losses/(gains) | 7 | (22) |
Equity in net loss of affiliates, net of dividends received | 1 | 2 |
Depreciation and amortization | 329 | 317 |
Changes in operating assets and liabilities, net of effect of businesses acquired and divested: | ||
Trade and other receivables, net | (109) | (119) |
Prepaid expenses and other assets | (108) | (41) |
Accounts payable and other current liabilities and deferred revenues | (129) | (129) |
Other non-current liabilities | 1 | (5) |
Interest payable | 18 | |
Income taxes | (38) | 12 |
Net cash provided by operating activities | 125 | 266 |
Investing Activities | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (30) | (581) |
Additions to property, plant and equipment and other assets | (44) | (31) |
Additions to intangible assets | (202) | (175) |
Proceeds from the sale of property, plant and equipment and other assets | 28 | |
Other investing activities | (1) | |
Net cash used in investing activities | (276) | (760) |
Financing Activities | ||
Net borrowings under revolving credit facility | 246 | 101 |
Proceeds from issuances of debt, net of issuance costs | 781 | 2,745 |
Repayment of debt | (799) | (2,282) |
Decrease in other short-term borrowings | (5) | |
Cash dividends paid to stockholders | (246) | (232) |
Repurchase of common stock | (60) | (84) |
Proceeds from issuance of common stock | 18 | 16 |
Proceeds from employee stock purchase plan | 3 | 3 |
Capital leases | (40) | (31) |
Other financing activities | (11) | (8) |
Net cash (used in)/provided by financing activities | (108) | 223 |
Effect of exchange-rate changes on cash and cash equivalents | (3) | 27 |
Net decrease in cash and cash equivalents | (262) | (244) |
Cash and cash equivalents at beginning of period | 656 | 754 |
Cash and cash equivalents at end of period | 394 | 510 |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | (121) | (122) |
Cash paid for interest, net of amounts capitalized | $ (196) | $ (164) |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | 1. Background and Basis of Presentation Background Nielsen Holdings plc (“Nielsen” or the “Company”), together with its subsidiaries, is a leading global measurement and data analytics company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into two reporting segments: what consumers buy (“Buy”) and what consumers watch and listen to (“Watch”). Nielsen has a presence in more than 100 countries, with its registered office located in Oxford, the United Kingdom and headquarters located in New York, United States. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to June 30, 2018 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided. Earnings per Share Basic net income per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock consist of employee stock options and restricted stock units. The effect of 3,987,794 and 4,326,766 shares of common stock equivalents under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2018 and 2017, respectively, as such shares would have been anti-dilutive. The effect of 4,102,565 and 4,453,991 shares of common stock equivalents under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2018 and 2017, respectively, as such shares would have been anti-dilutive. Accounts Receivable During the six months ended June 30, 2018, Nielsen sold $81 million of accounts receivable to third parties and recorded an immaterial loss on the sales to interest expense, net in the condensed consolidated statement of operations. As of June 30, 2018 and December 31, 2017, $50 million and $110 million, respectively, remained outstanding. The sales were accounted for as a true sales, without recourse. Nielsen maintains servicing responsibilities of the receivables, for which the related costs are not significant. The proceeds of $81 million from the sales were reported as a component of the changes in trade receivables, net within operating activities in the condensed consolidated statement of cash flows. |
Summary of Recent Accounting Pr
Summary of Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Recent Accounting Pronouncements | 2. Summary of Recent Accounting Pronouncements Revenue Recognition In May 2014, the FASB issued an Accounting Standards Update (“ASU”), “ Revenue from Contracts with Customers Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In March 2017, the FASB issued an ASU, “Compensation — Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. This ASU is required to be applied retrospectively. As a result of the adoption of this ASU, the Company reclassified $2 million and $5 million from selling, general and administrative expenses to other income, net in its condensed consolidated statement of operations . Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets In February 2017, the FASB issued an ASU, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets," which clarifies the scope and application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. It requires the application of certain recognition and measurement principles in ASC 606 when derecognizing nonfinancial assets and in substance nonfinancial assets, and the counterparty is not a customer. The Company adopted this ASU in the first quarter of 2018 and it did not have a material impact on the Company’s condensed consolidated financial statements . Compensation- Stock Compensation In May 2017, the FASB issued an ASU, Compensation- Stock Compensation (Topic 718), “Scope of Modification Accounting,” which amends the scope of modification accounting for share-based payment arrangements. The standard provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The Company adopted this ASU in the first quarter of 2018 and it did not have a material impact on the Company’s condensed consolidated financial statements Leases In February 2016, the FASB issued an ASU, “Leases.” The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years In 2016, the Company established a cross-functional implementation team consisting of representatives from across all of its business segments. Management utilized a bottoms-up approach to analyze the impact of the standard on our leasing portfolio by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard. In addition, management identified, and is in the process of implementing appropriate changes to our business processes, systems and controls to support the recognition and disclosure under the new standard. While the Company continues to assess the impact the adoption of this ASU will have on the Company’s condensed consolidated financial statements, the Company expects it will increase assets and liabilities on the condensed consolidated balance sheet. Income taxes In February 2018, the FASB issued an ASU, “Reclassification of Certain Tax Effects From Accumulated Comprehensive Income”. The new standard will give 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 will take effect for all companies for the fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Nielsen is assessing the impact of adoption of this ASU will have on the Company’s condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 3. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the modified retrospective method. The ASC has been applied to all contracts as of the date of adoption. There was no financial statement impact as a result of this adoption. Revenue is measured based on the consideration specified in a contract with a customer. A significant portion of the Company’s revenue is generated from information (primarily retail measurement and consumer panel services) and measurement (primarily from television, radio, internet and mobile audiences) services. 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 Buy segment consists primarily of retail measurement services, which provide market share, competitive sales volumes and insights into such activities as distribution, pricing, merchandising and promotion, and consumer panel services, which provide clients with insights into shopper behavior such as trial and repeat purchase for new products and likely substitutes as well as customer segmentation. 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 Watch segment is primarily generated from television, radio, digital and mobile measurement services which are used by the Company’s clients to establish the value of airtime and more effectively schedule and promote their programming. 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 are transferred to the customer. The Company enters into cooperation arrangements primarily with its 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, including primary geographic markets for Buy and by major product offerings for Watch. (IN MILLIONS) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Buy Segment (primary geographical markets) Developed Markets $ 488 $ 510 $ 959 $ 981 Emerging Markets 293 296 587 563 Core Buy $ 781 $ 806 $ 1,546 $ 1,544 Corporate $ 8 $ 17 $ 19 $ 36 Buy $ 789 $ 823 $ 1,565 $ 1,580 Watch Segment (major product/service lines) Audience Measurement (Video and Text) $ 609 $ 567 $ 1,208 $ 1,102 Audio 123 123 244 243 Marketing Effectiveness 89 83 170 148 Core Watch $ 821 $ 773 $ 1,622 $ 1,493 Corporate/Other Watch 37 48 70 97 Watch $ 858 $ 821 $ 1,692 $ 1,590 Total Core Buy and Watch $ 1,602 $ 1,579 $ 3,168 $ 3,037 Total $ 1,647 $ 1,644 $ 3,257 $ 3,170 Timing of revenue recognition Products transferred at a point in time $ 157 $ 139 $ 275 $ 246 Products and services transferred over time 1,490 1,505 2,982 2,924 Total $ 1,647 $ 1,644 $ 3,257 $ 3,170 Contract Assets and Liabilities Contract assets represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. The Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied, however, 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 expects the period between when it transfers its services to its customers and when the customer pays for the services will be one year or less. As such, the Company has elected to apply the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. The contract liabilities relate to the advance consideration received or the right to consideration that is unconditional from customers for which revenue is recognized when the performance obligation is satisfied and control transferred to the customer. The table below sets forth the Company’s contract assets and contract liabilities from contracts with customers. (IN MILLIONS) June 30, 2018 December 31, 2017 Contract assets $ 314 $ 259 Contract liabilities $ 361 $ 361 The increase in the contract assets balance during the period was primarily due to $263 million of revenue recognized that was not billed, in accordance with the terms of the contracts, as of June 30, 2018, offset by $204 million of contract assets included in the December 31, 2017 balance that were invoiced to our clients and therefore transferred to trade receivables. The movement in the contract liability balance during the period was primarily due to $279 million of advance consideration received or the right to consideration that is unconditional from customers for which revenue was not recognized during the period, offset by $277 million of revenue recognized that was included in the December 31, 2017 contract liability balance for the six months ended June 30, 2018. For the three months ended June 30, 2018, Nielsen recognized $49 million of revenue that was included in the December 31, 2017 contract liability balance. Transaction Price Allocated to the Remaining Performance Obligations As of June 30, 2018, approximately $8.3 billion of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for our services. This amount excludes variable consideration allocated to performance obligations related to sales and usage based royalties on licenses of intellectual property. The Company expects to recognize revenue on approximately 70% of these remaining performance obligations through December 31, 2019, with the balance recognized thereafter. Deferred Costs Incremental direct costs incurred to build the infrastructure to service new contracts are capitalized as a contract cost. As of June 30, 2018 and December 31, 2017, the balances of such capitalized costs were $32 million and $37 million, respectively. These costs are typically amortized through cost of revenues over the original contract period beginning when the infrastructure to service new clients is ready for its intended use. The amortization of these costs for the three and six months ended June 30, 2018 was $3 million and $7 million, respectively. There was no impairment loss recorded in any of the periods presented. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. Business Acquisitions Gracenote On February 1, 2017, Nielsen completed the acquisition of Gracenote Inc., Gracenote Canada, Inc., Gracenote Netherlands Holdings B.V., Tribune Digital Ventures, LLC, and Tribune International Holdco, LLC (each, a “Gracenote Company” and together “Gracenote”) through the purchase of 100% of Gracenote’s outstanding common stock for a total purchase price of $585 million. Nielsen acquired the data and technology that underpins the programming guides and personnel user experience for major video, music, audio and sports content. This acquisition expands Nielsen’s footprint with major clients including Gracenote’s global content database which spans across platforms including multichannel video programing distributors (MVPD’s), smart television, streaming music services, connected devices, media players and in-car infotainment systems. The Company incurred acquisition-related expenses of $2 million and $6 million for the three and six months ended June 30, 2017, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the condensed consolidated statement of operations. The following unaudited pro forma information presents the consolidated results of operations of the Company and Gracenote for the three and six months ended June 30, 2017, as if the acquisition had occurred on January 1, 2017, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments: Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (IN MILLIONS) Revenues $ 1,644 $ 3,188 Income from continuing operations $ 134 $ 206 The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that the Company would have attained had the acquisition of Gracenote been completed as of the beginning of the reporting period. Other Acquisitions For the six months ended June 30, 2018, Nielsen paid cash consideration of $30 million associated with current period 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. For the six months ended June 30, 2017, excluding Gracenote, Nielsen paid cash consideration of $15 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2017 acquisitions occurred as of January 1, 2017, the impact on Nielsen’s consolidated results of operations would not have been material. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets Goodwill The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2018. (IN MILLIONS) Buy Watch Total Balance, December 31, 2017 $ 2,844 $ 5,651 $ 8,495 Acquisitions, divestitures and other adjustments 2 15 17 Effect of foreign currency translation (63 ) (8 ) (71 ) Balance, June 30, 2018 $ 2,783 $ 5,658 $ 8,441 At June 30, 2018, $55 million of the goodwill is expected to be deductible for income tax purposes. Other Intangible Assets Gross Amounts Accumulated Amortization June 30, December 31, June 30, December 31, (IN MILLIONS) 2018 2017 2018 2017 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 139 139 (98 ) (92 ) Customer-related intangibles 3,177 3,174 (1,550 ) (1,463 ) Covenants-not-to-compete 39 39 (37 ) (37 ) Content databases 168 168 (19 ) (12 ) Computer software 2,907 2,681 (1,631 ) (1,498 ) Patents and other 173 171 (121 ) (114 ) Total $ 6,603 $ 6,372 $ (3,456 ) $ (3,216 ) Amortization expense associated with the above intangible assets was $117 million and $116 million for the three months ended June 30, 2018 and 2017, respectively. These amounts included amortization expense associated with computer software of $65 million and $64 million for the three months ended June 30, 2018 and 2017, respectively. Amortization expense associated with the above intangible assets was $237 million and $227 million for the six months ended June 30, 2018 and 2017, respectively. These amounts included amortization expense associated with computer software of $133 million and $126 million for the six months ended June 30, 2018 and 2017, respectively. Nielsen assesses indicators of impairment during interim periods. During the second quarter of 2018, in connection with its quarterly forecasting cycle, the Company updated the forecasted operating results for each of its businesses based on the most recent financial results and best estimates of future operations. The updated forecasts reflected a decline in near-term revenue growth and profitability, primarily in its Buy business. Accordingly, in connection with the preparation of the Condensed Consolidated Financial Statements for the period ended June 30, 2018, the Company performed an updated impairment analysis. Based on this analysis, Nielsen concluded that the fair value of our reporting units was in excess of carrying value as of such date. Therefore, management concluded it was not more-likely-than-not that an impairment had occurred. However, the fair value of one of Nielsen’s reporting units exceeded its carrying value by less than 10%, compared to greater than 20% during our last annual impairment assessment performed as of October 1, 2017. Nielsen also concluded that the fair value of other indefinite-lived assets exceeded carrying value. The Company will continue to monitor and assess indicators of impairment. Nielsen performs sensitivity analyses on its assumptions, primarily around both the long-term growth rate and discount rate assumptions. Nielsen’s sensitivity analyses include several combinations of reasonably possible scenarios with regard to these assumptions. However, Nielsen consistently tests a one percent movement in both its long-term growth rate and discount rate assumptions. When applying these sensitivity analyses, the Company noted that the fair value was less than the underlying book value for one of its reporting units. Even though Nielsen’s sensitivity analyses, based upon reasonably possible adverse changes in assumptions, showed a potential shortfall in one of its reporting units, Nielsen believes that management has the ability to execute certain productivity and other actions in order to increase the results of operations and cash flows of its reporting units. While management believes that these sensitivity analyses provide a reasonable basis on which to evaluate the recovery of Nielsen’s 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. |
Changes in and Reclassification
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component | 6. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the six months ended June 30, 2018 and 2017. Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2017 $ (610 ) $ 10 $ (340 ) $ (940 ) Other comprehensive (loss)/income before reclassifications (100 ) 15 2 (83 ) Amounts reclassified from accumulated other comprehensive (loss)/income — (1 ) 7 6 Net current period other comprehensive (loss)/income (100 ) 14 9 (77 ) Net current period other comprehensive loss attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive (loss)/income attributable to Nielsen stockholders (98 ) 14 9 (75 ) Balance June 30, 2018 $ (708 ) $ 24 $ (331 ) $ (1,015 ) Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2016 $ (856 ) $ (1 ) $ (354 ) $ (1,211 ) Other comprehensive income/(loss) before reclassifications 158 — (1 ) 157 Amounts reclassified from accumulated other comprehensive loss — 1 7 8 Net current period other comprehensive income 158 1 6 165 Net current period other comprehensive income attributable to noncontrolling interest 5 — — 5 Net current period other comprehensive income attributable to Nielsen stockholders 153 1 6 160 Balance June 30, 2017 $ (703 ) $ — $ (348 ) $ (1,051 ) The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended June 30, 2018 and 2017, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components June 30, 2018 June 30, 2017 Statement of Operations Cash flow hedges Interest rate contracts $ (1 ) $ — Interest (income)/expense — — Benefit for income taxes $ (1 ) $ — Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 5 $ 5 (a) 1 1 Benefit for income taxes $ 4 $ 4 Total, net of tax Total reclassification for the period $ 3 $ 4 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. The table below summarizes the reclassification of accumulated other comprehensive loss by component for the six months ended June 30, 2018 and 2017, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Six Months Ended Six Months Ended Condensed Consolidated Income components June 30, 2018 June 30, 2017 Statement of Operations Cash flow hedges Interest rate contracts $ (1 ) $ 2 Interest (income)/expense — 1 Benefit for income taxes $ (1 ) $ 1 Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 9 $ 9 (a) 2 2 Benefit for income taxes $ 7 $ 7 Total, net of tax Total reclassification for the period $ 6 $ 8 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Activities | 7. Restructuring Activities A summary of the changes in the liabilities for restructuring activities is provided below: Total (IN MILLIONS) Initiatives Balance at December 31, 2017 $ 58 Charges 89 Payments (54 ) Balance at June 30, 2018 $ 93 Nielsen recorded $65 million and $9 million in restructuring charges for the three months ended June 30, 2018 and June 30, 2017, respectively, primarily relating to severance costs. These charges are primarily related to programs associated with Nielsen’s plans to reduce selling, general and administrative expenses and consolidate operations centers, as well as automation initiatives. Nielsen recorded $89 million and $41 million in restructuring charges for the six months ended June 30, 2018 and 2017, respectively, primarily relating to severance costs. Of the $93 million in remaining liabilities for restructuring actions, $78 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of June 30, 2018. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable and may not be corroborated by market data. Financial Assets and Liabilities Measured on a Recurring Basis The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017: June 30, (IN MILLIONS) 2018 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 29 29 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 37 — 37 — Total $ 68 $ 31 $ 37 — Liabilities: Interest rate swap arrangements (3) $ — — $ — — Deferred compensation liabilities (4) 29 29 — — Total $ 29 $ 29 $ — — December 31, 2017 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 33 33 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 17 — 17 — Total $ 52 $ 35 17 — Liabilities: Interest rate swap arrangements (3) $ — — $ — — Deferred compensation liabilities (4) 33 33 — — Total $ 33 $ 33 $ — — (1) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net in the condensed consolidated statement of operations. (2) Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. (3) Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. (4) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. Derivative Financial Instruments Nielsen primarily uses interest rate swap derivative instruments to manage 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 9 - Long-term Debt and Other Financing Arrangements for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote. It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At June 30, 2018, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments. Foreign Currency Exchange Risk During the six months ended June 30, 2018 and 2017, Nielsen recorded a net loss of $1 million and zero, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in its condensed consolidated statements of operations. As of June 30, 2018 and December 31, 2017 the notional amount of the outstanding foreign currency derivative financial instruments were $79 million and $74 million, respectively. Interest Rate Risk Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction. In May 2018, the Company entered into a $250 million aggregate notional amount five-year interest rate swap agreement with a starting date of May 9, 2018. 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 2.72%. This derivative has been designated as an interest rate cash flow hedge. As of June 30, 2018, the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk: Notional Amount Maturity Date Currency Interest rate swaps designated as hedging instruments US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 April 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 June 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 July 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2021 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2022 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 May 2023 US Dollar The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 respectively: Interest Expense Interest Expense Three Months Ended June 30, Six Months Ended June 30, (IN MILLIONS) 2018 2017 2018 2017 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 100 $ 92 $ 196 $ 182 Amount of (gain)/loss reclassified from accumulated other comprehensive income into income, net of tax $ (1 ) $ — $ (1 ) $ 1 Amount of loss reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring, net of tax $ — $ — $ — $ — Nielsen expects to recognize approximately $13 million of net pre-tax gains from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments. Fair Values of Derivative Instruments in the Consolidated Balance Sheets The fair values of the Company’s derivative instruments as of June 30, 2018 and December 31, 2017 were as follows: June 30, 2018 December 31, 2017 Derivatives Designated as Hedging Instruments Other Other Current Other Non-Current Other Non-Current Other Current Other Non-Current Non-Current (IN MILLIONS) Assets Assets Liabilities Assets Assets Liabilities Interest rate swaps $ 5 $ 32 $ — $ — $ 17 $ — Derivatives in Cash Flow Hedging Relationships The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended June 30, 2018 and 2017 was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Three Months Ended into Income (Effective Three Months Ended Hedging Relationships June 30, Portion) June 30, (IN MILLIONS) 2018 2017 2018 2017 Interest rate swaps $ (6 ) $ 3 Interest expense $ (1 ) $ — The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 2018 and 2017 was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Six Months Ended into Income Six Months Ended Hedging Relationships June 30, (Effective Portion) June 30, (IN MILLIONS) 2018 2017 2018 2017 Interest rate swaps $ (21 ) $ 1 Interest expense $ (1 ) $ 2 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company is required, on a nonrecurring basis, to adjust the carrying value using fair value measurements or provide valuation allowances for certain assets using the more-likely-than-not criteria. The Company’s equity method investments, cost method investments, and non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The Company did not measure any material non-financial assets or liabilities at fair value during the six months ended June 30, 2018. |
Long-term Debt and Other Financ
Long-term Debt and Other Financing Arrangements | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Other Financing Arrangements | 9. Long-term Debt and Other Financing Arrangements Unless otherwise stated, interest rates are as of June 30, 2018. June 30, 2018 December 31, 2017 Weighted Weighted Interest Carrying Fair Interest Carrying Fair (IN MILLIONS) Rate Amount Value Rate Amount Value $2,080 million Senior secured term loan (LIBOR based variable rate of 3.43%) due 2019 $ — — $ 1,392 1,397 $1,125 million Senior secured term loan (LIBOR based variable rate of 3.84%) due 2023 1,119 1,124 — — $2,250 million Senior secured term loan (LIBOR based variable rate of 4.05%) due 2023 2,296 2,300 2,232 2,247 €380 million Senior secured term loan (Euro LIBOR based variable rate of 2.09%) due 2021 — — 450 452 €545 million Senior secured term loan (Euro LIBOR based variable rate of 2.50%) due 2023 637 637 — — $850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023 246 246 — — Total senior secured credit facilities (with weighted-average interest rate) 3.80 % 4,298 4,307 3.39 % 4,074 4,096 $800 million 4.50% senior debenture loan due 2020 796 797 795 809 $625 million 5.50% senior debenture loan due 2021 620 626 620 643 $2,300 million 5.00% senior debenture loan due 2022 2,289 2,260 2,288 2,362 $500 million 5.00% senior debenture loan due 2025 496 474 496 518 Total debenture loans (with weighted-average interest rate) 5.22 % 4,201 4,157 5.22 % 4,199 4,332 Other loans 1 1 1 1 Total long-term debt 4.50 % 8,500 8,465 4.32 % 8,274 8,429 Capital lease and other financing obligations 164 167 Total debt and other financing arrangements 8,664 8,441 Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings 343 84 Non-current portion of long-term debt and capital lease and other financing obligations $ 8,321 $ 8,357 The fair value of the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are considered Level 1 or Level 2 in nature, respectively. Annual maturities of Nielsen’s long-term debt are as follows: (IN MILLIONS) For July 1, 2018 to December 31, 2018 $ 261 2019 45 2020 855 2021 703 2022 2,402 2023 3,735 Thereafter 499 $ 8,500 In June 2018, Nielsen entered into an Amendment Agreement to amend and restate its Fourth Amended and Restated Credit Agreement (the “Prior Credit Agreement”) in the form of the Fifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”). Among other things, The Amendment Agreement provided for: (i) the refinancing and replacement of the prior Tranche A Revolving Credit Facility with a new Tranche A Revolving Credit Facility having commitments in an aggregate principal amount of $850,000,000; (ii) the refinancing and replacement of the prior Class A Term Loans with new Class A Term Loans in an aggregate principal amount of $1,125,000,000; (iii) the refinancing and replacement of the prior Class B-2 Euro Term Loans with new Class B-2 Euro Term Loans in an aggregate principal amount of € The proceeds of loans under each replacement facility were used to replace or refinance the entire outstanding principal amount of loans under the prior facility that was replaced, and the proceeds of the incremental Class B-4 Term Loans, together with a portion of the proceeds of the Class B-2 Euro Term Loans in excess of the amount of the prior Class B-2 Euro Term Loans that were replaced, were used to prepay the amount of prior Class A Term Loans in excess of the amount of new Class A Term Loans. The new Class A Term Loans will mature in full on July 9, 2023 and are required to be repaid in quarterly installments in an aggregate amount equal to 0.63% of the original principal amount of the Class A Term Loans for each of the first eight quarters following the effective date of the Amendment Agreement, 1.25% of the original principal amount of the Class A Term Loans for each of the subsequent eight quarters and 2.50% of the original principal amount of the Class A Term Loans for each of the subsequent three quarters, with the balance payable on July 9, 2023. The new Class B-2 Euro Term Loans will mature in full on October 4, 2023 and are required to be repaid in equal quarterly installments in an aggregate amount equal to 0.25% of the original principal amount of the Class B-2 Euro Term Loans, with the balance payable on October 4, 2023. The Class B-4 Term Loans will mature in full on October 4, 2023 and are required to be repaid in equal quarterly installments in an aggregate amount equal to 0.25% of the original principal amount of the Class B-4 Term Loans, with the balance payable on October 4, 2023. The new Tranche A Revolving Credit Facility matures on July 9, 2023. The new Class A Term Loans and loans under the new Tranche A Revolving Credit Facility bear interest at a rate per annum equal to, at our election, (i) a base rate or eurocurrency rate, plus (ii) an applicable margin determined by reference to the Total Leverage Ratio (as defined in the Amended Credit Agreement), which varies from 0.25% to 1.00%, in the case of base rate loans, and from 1.25% to 2.00%, in the case of eurocurrency rate loans. The Class B-2 Euro Term Loans bear interest at a rate per annum equal to (i) a eurocurrency rate plus (ii) an applicable margin equal to 2.50%. The Class B-4 Term Loans bear interest at a rate per annum equal to, at our election, (i) a base rate or eurocurrency rate, plus (ii) an applicable margin, which is equal to 2.00%, in the case of eurocurrency loans, or 1.00%, in the case of base rate loans. The Amended Credit Agreement contains substantially the same affirmative and negative covenants as those of the Prior Credit Agreement, except the exceptions to the restrictions on restricted payments and investments that are determined by reference to the Total Leverage Ratio were amended to increase the applicable limits. Nielsen wrote-off certain previously capitalized deferred financing fees of $2 million associated with the June 2018 debt refinancing and incurred certain costs in connection with the refinancing of $5 million. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Common stock activity is as follows: Six Months Ended June 30, 2018 Actual number of shares of common stock outstanding Beginning of period 355,944,976 Shares of common stock issued through compensation plans 1,154,613 Employee benefit trust activity 6,642 Repurchases of common stock (1,898,622 ) End of period 355,207,609 On January 31, 2013, the Company’s Board of Directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The following table represents the cash dividends declared by the Board and paid for the years ended December 31, 2017 and the six months ended June 30, 2018, respectively . Declaration Date Record Date Payment Date Dividend Per Share February 16, 2017 March 2, 2017 March 16, 2017 $ 0.31 April 24, 2017 June 2, 2017 June 16, 2017 $ 0.34 July 20, 2017 August 24, 2017 September 7, 2017 $ 0.34 October 19, 2017 November 21, 2017 December 5, 2017 $ 0.34 February 18, 2018 March 7, 2018 March 21, 2018 $ 0.34 April 19, 2018 June 6, 2018 June 20, 2018 $ 0.35 On July 19, 2018, the Board declared a cash dividend of $0.35 per share on Nielsen’s common stock. The dividend is payable on September 5, 2018 to stockholders of record at the close of business on August 22, 2018. 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 $2 billion in the aggregate of the Company’s outstanding common stock. The primary purposes of the program are to return value to shareholders and to mitigate dilution associated with Nielsen’s equity compensation plans. Board Approval Share Repurchase Authorization ($ in millions) July 25, 2013 $ 500 October 23, 2014 $ 1,000 December 11, 2015 $ 500 Total Share Repurchase Authorization $ 2,000 Repurchases under this program will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen’s evaluation of market conditions and other factors. This program has been executed within the limitations of the authority granted by Nielsen’s shareholders. As of June 30, 2018, there have been 39,104,987 shares of the Company’s common stock purchased at an average price of $45.06 per share (total consideration of approximately $1,762 million) under this program. The activity for the six months ended June 30, 2018 consisted of open market share repurchases and is summarized in the following table: Total Number of Dollar Value of Shares Shares Purchased as that may yet be Total Number Average Part of Publicly Purchased under the of Shares Price Paid Announced Plans Publicly Announced Period Purchased per Share or Programs Plans or Programs As of December 31, 2017 37,206,365 $ 45.74 37,206,365 $ 298,118,746 2018 Activity January 1- 31 — $ — — $ 298,118,746 February 1- 28 187,048 $ 33.31 187,048 $ 291,887,826 March 1- 31 424,324 $ 33.04 424,324 $ 277,868,369 April 1-30 155,878 $ 32.24 155,878 $ 272,843,463 May 1-31 922,862 $ 30.79 922,862 $ 244,424,375 June 1-30 208,510 $ 30.85 208,510 $ 237,992,519 Total 39,104,987 $ 45.06 39,104,987 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The effective tax rates for the three months ended June 30, 2018 and 2017 were 36% and 41%, respectively. The tax rate for the three months ended June 30, 2018 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities. The tax rate for the three months ended June 30, 2017 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities. The principal reason for the decrease in the second quarter effective tax rate in 2018 when compared to 2017 was due to tax reform enacted within the United States. The effective tax rates for the six months ended June 30, 2018 and 2017 were 35% and 39%, respectively. The tax rate for the six months ended June 30, 2018 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities. The tax rate for the six months ended June 30, 2017 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities and the impact of share-based compensation excess tax benefit. The principal reason for the decrease in the first half effective tax rate in 2018 when compared to 2017 was due to tax reform enacted within the United States. The Tax Cuts and Jobs Act (the “TCJA”) was enacted in December 2017. The TCJA reduces the U.S. federal corporate income tax rate from 35 percent to 21 percent, effective as of January 1, 2018, and creates a territorial-style taxing system. The TCJA also requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred and also creates new taxes on certain types of foreign earnings. Nielsen is subject to the provisions of the Financial Accounting Standards Board ("FASB") ASC 740-10, Income Taxes, which requires that the effect on deferred tax assets and liabilities of a change in tax rates be recognized in the period the tax rate change was enacted. In December 2017, the SEC staff issued SAB 118 which provides that companies that have not completed their accounting for the effects of the TCJA can determine a reasonable estimate of those effects and should include a provisional amount based on their reasonable estimate in their financial statements. The guidance in SAB 118 also allows companies to adjust the provisional amounts during a one year measurement period which is similar to the measurement period used when accounting for business combinations. As of June 30, 2018, Nielsen has not completed our accounting for all of the tax effects associated with the enactment of the TCJA. However, Nielsen has made a reasonable estimate of the (a) effects on our existing deferred tax balances, (b) the one-time transition tax, (c) Base Erosion and Anti-Abuse Tax (BEAT), (d) Global Intangible Low-Taxed Income (GILTI) and (e) Foreign Derived Intangible Income (FDII). Although Nielsen has estimated the current tax impact of GILTI as a component of Nielsen’s annual effective tax rate, given the complexity of the GILTI provisions, the Company is still evaluating its accounting policy in respect of recognizing associated deferred taxes. Nielsen continues to gather additional information related to the transition tax estimates and deferred tax estimates to more precisely compute the transition tax and re-measurement of deferred taxes. Nielsen anticipates that additional IRS guidance relative to the impacts of the TCJA will be forthcoming throughout 2018 . The estimated liability for unrecognized income tax benefits as of December 31, 2018 is $456 million and was $452 million as of December 31, 2017. If the Company’s tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce the Company’s effective tax rate in future periods. The Company files numerous consolidated and separate income tax returns in the U.S. and in many state and foreign jurisdictions. With few exceptions the Company is no longer subject to U.S. Federal income tax examination for 2006 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2003 through 2016. To date, the Company is not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Legal Proceedings and Contingencies Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segments | 13. Segments The Company aligns its operating segments in order to conform to management’s internal reporting structure, which is reflective of service offerings by industry. Management aggregates such operating segments into two reporting segments: what consumers buy (“Buy”), consisting principally of market research information and analytical services; and what consumers watch and listen to, (“Watch”), consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics. Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations. Business Segment Information (IN MILLIONS) Buy Watch Corporate Total Three Months Ended June 30, 2018 Revenues $ 789 $ 858 $ — $ 1,647 Depreciation and amortization $ 55 $ 105 $ 2 $ 162 Restructuring charges $ 55 $ 5 $ 5 $ 65 Stock-based compensation expense $ 3 $ 2 $ 2 $ 7 Other items (1) $ — $ — $ 6 $ 6 Operating (loss)/income $ (3 ) $ 256 $ (25 ) $ 228 Business segment income/(loss) (2) $ 110 $ 368 $ (10 ) $ 468 Total assets as of June 30, 2018 $ 6,891 $ 9,796 $ 11 $ 16,698 (IN MILLIONS) Three Months Ended June 30, 2017 Revenues $ 823 $ 821 $ — $ 1,644 Depreciation and amortization $ 53 $ 108 $ 1 $ 162 Restructuring charges $ 7 $ — $ 2 $ 9 Stock-based compensation expense $ 3 $ 3 $ 6 $ 12 Other items (1) $ — $ — $ 5 $ 5 Operating income/(loss) $ 99 $ 246 $ (24 ) $ 321 Business segment income/(loss) (2) $ 162 $ 357 $ (10 ) $ 509 Total assets as of December 31, 2017 $ 6,862 $ 9,911 $ 93 $ 16,866 (IN MILLIONS) Buy Watch Corporate Total Six Months Ended June 30, 2018 Revenues $ 1,565 $ 1,692 $ — $ 3,257 Depreciation and amortization $ 109 $ 217 $ 3 $ 329 Restructuring charges $ 70 $ 14 $ 5 $ 89 Stock-based compensation expense $ 7 $ 5 $ 8 $ 20 Other items (1) $ — $ — $ 18 $ 18 Operating income/(loss) $ 8 $ 482 $ (55 ) $ 435 Business segment income/(loss) (2) $ 194 $ 718 $ (21 ) $ 891 (IN MILLIONS) Six Months Ended June 30, 2017 Revenues $ 1,580 $ 1,590 $ — $ 3,170 Depreciation and amortization $ 103 $ 212 $ 2 $ 317 Restructuring charges $ 27 $ 7 $ 7 $ 41 Stock-based compensation expense $ 7 $ 7 $ 13 $ 27 Other items (1) $ — $ — $ 18 $ 18 Operating income/(loss) $ 133 $ 454 $ (61 ) $ 526 Business segment income/(loss) (2) $ 270 $ 680 $ (21 ) $ 929 (1) Other items primarily consist of transaction related costs and business optimization costs for the three and six months ended June 30, 2018 and 2017. (2) The Company’s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments. |
Guarantor Financial Information
Guarantor Financial Information | 6 Months Ended |
Jun. 30, 2018 | |
Guarantees [Abstract] | |
Guarantor Financial Information | 14. Guarantor Financial Information The following supplemental financial information is being provided for purposes of compliance with reporting covenants contained in certain debt obligations of Nielsen and its subsidiaries. The financial information sets forth for Nielsen, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, the consolidating balance sheet as of June 30, 2018 and December 31, 2017 and consolidating statements of operations and cash flows for the periods ended June 30, 2018 and 2017. During the six months ended June 30, 2018, the Company re-designated certain subsidiaries between guarantor and non-guarantor. As a result, the Company adjusted the prior period condensed consolidated statement of comprehensive income to reflect the current year structure. The issued debt securities are jointly and severally guaranteed on a full and unconditional basis by Nielsen and subject to certain exceptions, each of the direct and indirect 100% owned subsidiaries of Nielsen, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are also 100% owned indirect subsidiaries of Nielsen: Nielsen Finance LLC and Nielsen Finance Co. for certain series of debt obligations, and The Nielsen Company (Luxembourg) S.ar.l., for the other series of debt obligations. Each issuer is a guarantor of the debt obligations not issued by it. Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations. The senior secured credit facilities contain certain limitations on the ability of Nielsen to receive the cash flows of its subsidiaries. While all subsidiary guarantees of the issued debt securities are full and unconditional, these guarantees contain customary release provisions including when (i) the subsidiary is sold or sells all of its assets, (ii) the subsidiary is declared “unrestricted” for covenant purposes, (iii) the subsidiary’s guarantee under the senior secured credit facilities is released and (iv) the requirements for discharge of the indenture have been satisfied. Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 899 $ 748 $ — $ 1,647 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 359 339 — 698 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 235 258 — 494 Depreciation and amortization — — 129 33 — 162 Restructuring charges — — 21 44 — 65 Operating (loss)/income (1 ) — 155 74 — 228 Interest income 1 165 8 3 (175 ) 2 Interest expense — (92 ) (174 ) (9 ) 175 (100 ) Foreign currency exchange transaction losses, net — — (1 ) (3 ) — (4 ) Other (expense)/income, net — (6 ) 120 (119 ) — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income of subsidiaries and affiliates — 67 108 (54 ) — 121 Provision for income taxes — (14 ) (22 ) (8 ) — (44 ) Equity in net income/(loss) of subsidiaries 72 27 (14 ) — (85 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income/(loss) 72 80 72 (63 ) (85 ) 76 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest 72 80 72 (67 ) (85 ) 72 Total other comprehensive (loss)/income (129 ) 19 (129 ) (151 ) 257 (133 ) Total other comprehensive loss attributable to noncontrolling interests — — — (4 ) — (4 ) Total other comprehensive (loss)/income attributable to controlling interests (129 ) 19 (129 ) (147 ) 257 (129 ) Total comprehensive (loss)/income $ (57 ) $ 99 $ (57 ) $ (214 ) $ 172 $ (57 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 892 $ 752 $ — $ 1,644 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 357 321 — 678 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 234 239 — 474 Depreciation and amortization — — 132 30 — 162 Restructuring charges — — 3 6 — 9 Operating (loss)/income (1 ) — 166 156 — 321 Interest income 1 227 8 2 (237 ) 1 Interest expense — (88 ) (231 ) (10 ) 237 (92 ) Foreign currency exchange transaction losses, net — — (2 ) (5 ) — (7 ) Other (expense)/income, net — (2 ) (2 ) 5 — 1 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates — 137 (61 ) 148 — 224 (Provision)/benefit for income taxes — (48 ) 13 (56 ) — (91 ) Equity in net income of subsidiaries 131 36 180 — (347 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 131 125 131 93 (347 ) 133 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 131 125 131 91 (347 ) 131 Total other comprehensive income/(loss) 83 (19 ) 83 98 (160 ) 85 Total other comprehensive income attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests 83 (19 ) 83 96 (160 ) 83 Total comprehensive income 214 106 214 192 (508 ) 218 Comprehensive income attributable to noncontrolling interests — — — 4 — 4 Total comprehensive income attributable to controlling interest $ 214 $ 106 $ 214 $ 188 $ (508 ) $ 214 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,769 $ 1,488 $ — $ 3,257 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 734 683 — 1,417 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 469 516 — 987 Depreciation and amortization — — 261 68 — 329 Restructuring charges — — 32 57 — 89 Operating (loss)/income (2 ) — 273 164 — 435 Interest income 1 316 18 4 (335 ) 4 Interest expense — (183 ) (328 ) (20 ) 335 (196 ) Foreign currency exchange transaction losses, net — — (1 ) (3 ) — (4 ) Other (expense)/income, net — (7 ) 120 (117 ) — (4 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 126 82 28 — 235 Provision for income taxes — (26 ) (20 ) (37 ) — (83 ) Equity in net income of subsidiaries 145 85 83 — (313 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income/(loss) 144 185 145 (10 ) (313 ) 151 Less net income attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 144 185 145 (17 ) (313 ) 144 Total other comprehensive (loss)/income (75 ) 21 (75 ) (92 ) 144 (77 ) Total other comprehensive loss attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive (loss)/income attributable to controlling interests (75 ) 21 (75 ) (90 ) 144 (75 ) Total comprehensive income/(loss) 69 206 70 (102 ) (169 ) 74 Comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 69 $ 206 $ 70 $ (107 ) $ (169 ) $ 69 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,748 $ 1,422 $ — $ 3,170 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 695 644 — 1,339 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 489 456 — 947 Depreciation and amortization — — 258 59 — 317 Restructuring charges — — 18 23 — 41 Operating (loss)/income (2 ) — 288 240 — 526 Interest income 1 444 17 3 (463 ) 2 Interest expense — (173 ) (453 ) (19 ) 463 (182 ) Foreign currency exchange transaction losses, net — — (3 ) (6 ) — (9 ) Other (expense)/income, net — (2 ) (16 ) 21 — 3 (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 269 (167 ) 239 — 340 (Provision)/benefit for income taxes — (94 ) 57 (97 ) — (134 ) Equity in net income of subsidiaries 203 88 314 — (605 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 202 263 203 143 (605 ) 206 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income attributable to controlling interest 202 263 203 139 (605 ) 202 Total other comprehensive income/(loss) 160 (18 ) 160 176 (313 ) 165 Total other comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total other comprehensive income/(loss) attributable to controlling interests 160 (18 ) 160 171 (313 ) 160 Total comprehensive income 362 245 363 319 (918 ) 371 Comprehensive income attributable to noncontrolling interests — — — 9 — 9 Total comprehensive income attributable to controlling interest $ 362 $ 245 $ 363 $ 310 $ (918 ) $ 362 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ 1 $ 13 $ 378 $ — $ 394 Trade and other receivables, net — — 501 819 $ — 1,320 Prepaid expenses and other current assets 1 5 252 148 $ — 406 Intercompany receivables 2 1,324 309 80 (1,715 ) — Total current assets 5 1,330 1,075 1,425 (1,715 ) 2,120 Non-current assets — Property, plant and equipment, net — — 312 159 — 471 Goodwill — — 6,100 2,341 — 8,441 Other intangible assets, net — — 4,557 511 — 5,068 Deferred tax assets 1 — 9 159 — 169 Other non-current assets — 32 314 83 — 429 Equity investment in subsidiaries 4,019 1,236 4,554 — (9,809 ) — Intercompany loans 25 8,608 352 138 (9,123 ) — Total assets $ 4,050 $ 11,206 $ 17,273 $ 4,816 $ (20,647 ) $ 16,698 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 52 $ 443 $ 482 $ — $ 977 Deferred revenues — — 231 130 $ — 361 Income tax liabilities — — 26 82 $ — 108 Current portion of long-term debt, capital lease obligations and short-term borrowings — 47 290 6 $ — 343 Intercompany payables 1 2 1,405 307 (1,715 ) — Total current liabilities 1 101 2,395 1,007 (1,715 ) 1,789 Non-current liabilities — Long-term debt and capital lease obligations — 8,206 99 16 — 8,321 Deferred tax liabilities — 71 1,318 27 — 1,416 Intercompany loans — — 8,771 352 (9,123 ) — Other non-current liabilities — — 671 256 — 927 Total liabilities 1 8,378 13,254 1,658 (10,838 ) 12,453 Total stockholders’ equity 4,049 2,828 4,019 2,962 (9,809 ) 4,049 Noncontrolling interests — — — 196 — 196 Total equity 4,049 2,828 4,019 3,158 (9,809 ) 4,245 Total liabilities and equity $ 4,050 $ 11,206 $ 17,273 $ 4,816 $ (20,647 ) $ 16,698 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ 1 $ 69 $ 584 $ — $ 656 Trade and other receivables, net — — 464 816 — 1,280 Prepaid expenses and other current assets — — 211 135 — 346 Intercompany receivables 4 1,187 325 155 (1,671 ) — Total current assets 6 1,188 1,069 1,690 (1,671 ) 2,282 Non-current assets - Property, plant and equipment, net — — 309 173 — 482 Goodwill — — 6,100 2,395 — 8,495 Other intangible assets, net — — 4,545 532 — 5,077 Deferred tax assets 1 — — 169 — 170 Other non-current assets — 17 263 80 — 360 Equity investment in subsidiaries 4,213 1,210 4,583 — (10,006 ) — Intercompany loans 25 8,608 424 140 (9,197 ) — Total assets $ 4,245 $ 11,023 $ 17,293 $ 5,179 $ (20,874 ) $ 16,866 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 61 $ 560 $ 520 $ — $ 1,141 Deferred revenues — — 231 130 — 361 Income tax liabilities — — 62 49 — 111 Current portion of long-term debt, capital lease obligations and short-term borrowings — 35 44 5 — 84 Intercompany payables — 2 1,345 324 (1,671 ) — Total current liabilities — 98 2,242 1,028 (1,671 ) 1,697 Non-current liabilities — Long-term debt and capital lease obligations — 8,237 101 19 — 8,357 Deferred tax liabilities — 71 1,296 68 — 1,435 Intercompany loans — 62 8,774 361 (9,197 ) — Other non-current liabilities — — 667 267 — 934 Total liabilities — 8,468 13,080 1,743 (10,868 ) 12,423 Total stockholders’ equity 4,245 2,555 4,213 3,238 (10,006 ) 4,245 Noncontrolling interests — — — 198 — 198 Total equity 4,245 2,555 4,213 3,436 (10,006 ) 4,443 Total liabilities and equity $ 4,245 $ 11,023 $ 17,293 $ 5,179 $ (20,874 ) $ 16,866 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (1 ) $ 26 $ (16 ) $ 116 $ 125 Investing activities: - Acquisition of subsidiaries and affiliates, net of cash acquired — — (3 ) (27 ) (30 ) Additions to property, plant and equipment and other assets — — (27 ) (17 ) (44 ) Additions to intangible assets — — (171 ) (31 ) (202 ) Proceeds from the sale of property, plant and equipment and other assets — — — — — Other investing activities — — 5 (5 ) — Net cash used in investing activities — — (196 ) (80 ) (276 ) Financing activities: Net borrowings under revolving credit facility — — 246 — 246 Repayments of debt — (798 ) — (1 ) (799 ) Proceeds from the issuance of debt, net of issuance costs — 781 — — 781 Decrease in other short-term borrowings — — — — — Cash dividends paid to stockholders (246 ) — — — (246 ) Repurchase of common stock (60 ) — — — (60 ) Activity under stock plans 23 — (5 ) — 18 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (37 ) (3 ) (40 ) Settlement of intercompany and other financing activities 281 (9 ) (48 ) (235 ) (11 ) Net cash provided by/(used in) financing activities 1 (26 ) 156 (239 ) (108 ) Effect of exchange-rate changes on cash and cash equivalents — — — (3 ) (3 ) Net decrease in cash and cash equivalents — — (56 ) (206 ) (262 ) Cash and cash equivalents at beginning of period 2 1 69 584 656 Cash and cash equivalents at end of period $ 2 $ 1 $ 13 $ 378 $ 394 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (45 ) $ 110 $ 93 $ 108 $ 266 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (563 ) (18 ) (581 ) Additions to property, plant and equipment and other assets — — (17 ) (14 ) (31 ) Additions to intangible assets — — (146 ) (29 ) (175 ) Proceeds from the sale of property, plant and equipment and other assets — — 28 — 28 Other investing activities — — (1 ) — (1 ) Net cash used in investing activities — — (699 ) (61 ) (760 ) Financing activities: Net borrowings under revolving credit facility — — 101 — 101 Repayments of debt — (2,281 ) — (1 ) (2,282 ) Proceeds from the issuance of debt, net of issuance costs — 2,745 — — 2,745 Decrease in other short-term borrowings — — — (5 ) (5 ) Cash dividends paid to stockholders (232 ) — — — (232 ) Repurchase of common stock (84 ) — — — (84 ) Activity under stock plans 21 — (5 ) — 16 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (30 ) (1 ) (31 ) Settlement of intercompany and other financing activities 335 (574 ) 319 (88 ) (8 ) Net cash provided by/(used in) financing activities 43 (110 ) 385 (95 ) 223 Effect of exchange-rate changes on cash and cash equivalents — — (3 ) 30 27 Net decrease in cash and cash equivalents (2 ) — (224 ) (18 ) (244 ) Cash and cash equivalents at beginning of period 5 1 219 529 754 Cash and cash equivalents at end of period $ 3 $ 1 $ (5 ) $ 511 $ 510 |
Background and Basis of Prese22
Background and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to June 30, 2018 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided. |
Earnings per Share | Earnings per Share Basic net income per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock consist of employee stock options and restricted stock units. The effect of 3,987,794 and 4,326,766 shares of common stock equivalents under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2018 and 2017, respectively, as such shares would have been anti-dilutive. The effect of 4,102,565 and 4,453,991 shares of common stock equivalents under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2018 and 2017, respectively, as such shares would have been anti-dilutive. |
Accounts Receivable | Accounts Receivable During the six months ended June 30, 2018, Nielsen sold $81 million of accounts receivable to third parties and recorded an immaterial loss on the sales to interest expense, net in the condensed consolidated statement of operations. As of June 30, 2018 and December 31, 2017, $50 million and $110 million, respectively, remained outstanding. The sales were accounted for as a true sales, without recourse. Nielsen maintains servicing responsibilities of the receivables, for which the related costs are not significant. The proceeds of $81 million from the sales were reported as a component of the changes in trade receivables, net within operating activities in the condensed consolidated statement of cash flows. |
Summary of Recent Accounting 23
Summary of Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued an Accounting Standards Update (“ASU”), “ Revenue from Contracts with Customers |
Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost | Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In March 2017, the FASB issued an ASU, “Compensation — Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. This ASU is required to be applied retrospectively. As a result of the adoption of this ASU, the Company reclassified $2 million and $5 million from selling, general and administrative expenses to other income, net in its condensed consolidated statement of operations . |
Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets | Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets In February 2017, the FASB issued an ASU, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets," which clarifies the scope and application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. It requires the application of certain recognition and measurement principles in ASC 606 when derecognizing nonfinancial assets and in substance nonfinancial assets, and the counterparty is not a customer. The Company adopted this ASU in the first quarter of 2018 and it did not have a material impact on the Company’s condensed consolidated financial statements . |
Compensation- Stock Compensation | Compensation- Stock Compensation In May 2017, the FASB issued an ASU, Compensation- Stock Compensation (Topic 718), “Scope of Modification Accounting,” which amends the scope of modification accounting for share-based payment arrangements. The standard provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The Company adopted this ASU in the first quarter of 2018 and it did not have a material impact on the Company’s condensed consolidated financial statements |
Leases | Leases In February 2016, the FASB issued an ASU, “Leases.” The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years In 2016, the Company established a cross-functional implementation team consisting of representatives from across all of its business segments. Management utilized a bottoms-up approach to analyze the impact of the standard on our leasing portfolio by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard. In addition, management identified, and is in the process of implementing appropriate changes to our business processes, systems and controls to support the recognition and disclosure under the new standard. While the Company continues to assess the impact the adoption of this ASU will have on the Company’s condensed consolidated financial statements, the Company expects it will increase assets and liabilities on the condensed consolidated balance sheet. |
Income Taxes | Income taxes In February 2018, the FASB issued an ASU, “Reclassification of Certain Tax Effects From Accumulated Comprehensive Income”. The new standard will give 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 will take effect for all companies for the fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Nielsen is assessing the impact of adoption of this ASU will have on the Company’s condensed consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Summary of Revenue Disaggregated by Segment Including Primary Geographic Markets for Buy and by Major Product for Watch | The table below sets forth the Company’s revenue disaggregated within each segment, including primary geographic markets for Buy and by major product offerings for Watch. (IN MILLIONS) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Buy Segment (primary geographical markets) Developed Markets $ 488 $ 510 $ 959 $ 981 Emerging Markets 293 296 587 563 Core Buy $ 781 $ 806 $ 1,546 $ 1,544 Corporate $ 8 $ 17 $ 19 $ 36 Buy $ 789 $ 823 $ 1,565 $ 1,580 Watch Segment (major product/service lines) Audience Measurement (Video and Text) $ 609 $ 567 $ 1,208 $ 1,102 Audio 123 123 244 243 Marketing Effectiveness 89 83 170 148 Core Watch $ 821 $ 773 $ 1,622 $ 1,493 Corporate/Other Watch 37 48 70 97 Watch $ 858 $ 821 $ 1,692 $ 1,590 Total Core Buy and Watch $ 1,602 $ 1,579 $ 3,168 $ 3,037 Total $ 1,647 $ 1,644 $ 3,257 $ 3,170 Timing of revenue recognition Products transferred at a point in time $ 157 $ 139 $ 275 $ 246 Products and services transferred over time 1,490 1,505 2,982 2,924 Total $ 1,647 $ 1,644 $ 3,257 $ 3,170 |
Summary of Contract Assets and Contract Liabilities from Contracts with Customers | The table below sets forth the Company’s contract assets and contract liabilities from contracts with customers. (IN MILLIONS) June 30, 2018 December 31, 2017 Contract assets $ 314 $ 259 Contract liabilities $ 361 $ 361 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Pro Forma Information | The following unaudited pro forma information presents the consolidated results of operations of the Company and Gracenote for the three and six months ended June 30, 2017, as if the acquisition had occurred on January 1, 2017, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments: Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (IN MILLIONS) Revenues $ 1,644 $ 3,188 Income from continuing operations $ 134 $ 206 |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2018. (IN MILLIONS) Buy Watch Total Balance, December 31, 2017 $ 2,844 $ 5,651 $ 8,495 Acquisitions, divestitures and other adjustments 2 15 17 Effect of foreign currency translation (63 ) (8 ) (71 ) Balance, June 30, 2018 $ 2,783 $ 5,658 $ 8,441 |
Other Intangible Assets | Other Intangible Assets Gross Amounts Accumulated Amortization June 30, December 31, June 30, December 31, (IN MILLIONS) 2018 2017 2018 2017 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 139 139 (98 ) (92 ) Customer-related intangibles 3,177 3,174 (1,550 ) (1,463 ) Covenants-not-to-compete 39 39 (37 ) (37 ) Content databases 168 168 (19 ) (12 ) Computer software 2,907 2,681 (1,631 ) (1,498 ) Patents and other 173 171 (121 ) (114 ) Total $ 6,603 $ 6,372 $ (3,456 ) $ (3,216 ) |
Changes in and Reclassificati27
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Loss, Net of Tax by Component | The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the six months ended June 30, 2018 and 2017. Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2017 $ (610 ) $ 10 $ (340 ) $ (940 ) Other comprehensive (loss)/income before reclassifications (100 ) 15 2 (83 ) Amounts reclassified from accumulated other comprehensive (loss)/income — (1 ) 7 6 Net current period other comprehensive (loss)/income (100 ) 14 9 (77 ) Net current period other comprehensive loss attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive (loss)/income attributable to Nielsen stockholders (98 ) 14 9 (75 ) Balance June 30, 2018 $ (708 ) $ 24 $ (331 ) $ (1,015 ) Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2016 $ (856 ) $ (1 ) $ (354 ) $ (1,211 ) Other comprehensive income/(loss) before reclassifications 158 — (1 ) 157 Amounts reclassified from accumulated other comprehensive loss — 1 7 8 Net current period other comprehensive income 158 1 6 165 Net current period other comprehensive income attributable to noncontrolling interest 5 — — 5 Net current period other comprehensive income attributable to Nielsen stockholders 153 1 6 160 Balance June 30, 2017 $ (703 ) $ — $ (348 ) $ (1,051 ) |
Summary of Reclassification of Accumulated Other Comprehensive Loss by Component | The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended June 30, 2018 and 2017, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components June 30, 2018 June 30, 2017 Statement of Operations Cash flow hedges Interest rate contracts $ (1 ) $ — Interest (income)/expense — — Benefit for income taxes $ (1 ) $ — Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 5 $ 5 (a) 1 1 Benefit for income taxes $ 4 $ 4 Total, net of tax Total reclassification for the period $ 3 $ 4 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. The table below summarizes the reclassification of accumulated other comprehensive loss by component for the six months ended June 30, 2018 and 2017, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Six Months Ended Six Months Ended Condensed Consolidated Income components June 30, 2018 June 30, 2017 Statement of Operations Cash flow hedges Interest rate contracts $ (1 ) $ 2 Interest (income)/expense — 1 Benefit for income taxes $ (1 ) $ 1 Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 9 $ 9 (a) 2 2 Benefit for income taxes $ 7 $ 7 Total, net of tax Total reclassification for the period $ 6 $ 8 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities (Table
Restructuring Activities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Summary of Changes in Liabilities for Restructuring Activities | A summary of the changes in the liabilities for restructuring activities is provided below: Total (IN MILLIONS) Initiatives Balance at December 31, 2017 $ 58 Charges 89 Payments (54 ) Balance at June 30, 2018 $ 93 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured on Recurring Basis | The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017: June 30, (IN MILLIONS) 2018 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 29 29 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 37 — 37 — Total $ 68 $ 31 $ 37 — Liabilities: Interest rate swap arrangements (3) $ — — $ — — Deferred compensation liabilities (4) 29 29 — — Total $ 29 $ 29 $ — — December 31, 2017 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 33 33 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 17 — 17 — Total $ 52 $ 35 17 — Liabilities: Interest rate swap arrangements (3) $ — — $ — — Deferred compensation liabilities (4) 33 33 — — Total $ 33 $ 33 $ — — (1) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net in the condensed consolidated statement of operations. (2) Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. (3) Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. (4) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. |
Outstanding Interest Rate Swaps | As of June 30, 2018, the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk: Notional Amount Maturity Date Currency Interest rate swaps designated as hedging instruments US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 April 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 June 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 July 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 October 2021 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 July 2022 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 May 2023 US Dollar |
Schedule of Effect of Cash Flow Hedge Accounting on Condensed Consolidated Statement of Operations | The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 respectively: Interest Expense Interest Expense Three Months Ended June 30, Six Months Ended June 30, (IN MILLIONS) 2018 2017 2018 2017 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 100 $ 92 $ 196 $ 182 Amount of (gain)/loss reclassified from accumulated other comprehensive income into income, net of tax $ (1 ) $ — $ (1 ) $ 1 Amount of loss reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring, net of tax $ — $ — $ — $ — |
Fair Values of Derivative Instruments in Consolidated Balance Sheets | The fair values of the Company’s derivative instruments as of June 30, 2018 and December 31, 2017 were as follows: June 30, 2018 December 31, 2017 Derivatives Designated as Hedging Instruments Other Other Current Other Non-Current Other Non-Current Other Current Other Non-Current Non-Current (IN MILLIONS) Assets Assets Liabilities Assets Assets Liabilities Interest rate swaps $ 5 $ 32 $ — $ — $ 17 $ — |
Derivatives in Cash Flow Hedging Relationships | The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended June 30, 2018 and 2017 was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Three Months Ended into Income (Effective Three Months Ended Hedging Relationships June 30, Portion) June 30, (IN MILLIONS) 2018 2017 2018 2017 Interest rate swaps $ (6 ) $ 3 Interest expense $ (1 ) $ — The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 2018 and 2017 was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Six Months Ended into Income Six Months Ended Hedging Relationships June 30, (Effective Portion) June 30, (IN MILLIONS) 2018 2017 2018 2017 Interest rate swaps $ (21 ) $ 1 Interest expense $ (1 ) $ 2 |
Long-term Debt and Other Fina30
Long-term Debt and Other Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Unless otherwise stated, interest rates are as of June 30, 2018. June 30, 2018 December 31, 2017 Weighted Weighted Interest Carrying Fair Interest Carrying Fair (IN MILLIONS) Rate Amount Value Rate Amount Value $2,080 million Senior secured term loan (LIBOR based variable rate of 3.43%) due 2019 $ — — $ 1,392 1,397 $1,125 million Senior secured term loan (LIBOR based variable rate of 3.84%) due 2023 1,119 1,124 — — $2,250 million Senior secured term loan (LIBOR based variable rate of 4.05%) due 2023 2,296 2,300 2,232 2,247 €380 million Senior secured term loan (Euro LIBOR based variable rate of 2.09%) due 2021 — — 450 452 €545 million Senior secured term loan (Euro LIBOR based variable rate of 2.50%) due 2023 637 637 — — $850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023 246 246 — — Total senior secured credit facilities (with weighted-average interest rate) 3.80 % 4,298 4,307 3.39 % 4,074 4,096 $800 million 4.50% senior debenture loan due 2020 796 797 795 809 $625 million 5.50% senior debenture loan due 2021 620 626 620 643 $2,300 million 5.00% senior debenture loan due 2022 2,289 2,260 2,288 2,362 $500 million 5.00% senior debenture loan due 2025 496 474 496 518 Total debenture loans (with weighted-average interest rate) 5.22 % 4,201 4,157 5.22 % 4,199 4,332 Other loans 1 1 1 1 Total long-term debt 4.50 % 8,500 8,465 4.32 % 8,274 8,429 Capital lease and other financing obligations 164 167 Total debt and other financing arrangements 8,664 8,441 Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings 343 84 Non-current portion of long-term debt and capital lease and other financing obligations $ 8,321 $ 8,357 |
Annual Maturities of Long-Term Debt | Annual maturities of Nielsen’s long-term debt are as follows: (IN MILLIONS) For July 1, 2018 to December 31, 2018 $ 261 2019 45 2020 855 2021 703 2022 2,402 2023 3,735 Thereafter 499 $ 8,500 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Common Stock Activity | Common stock activity is as follows: Six Months Ended June 30, 2018 Actual number of shares of common stock outstanding Beginning of period 355,944,976 Shares of common stock issued through compensation plans 1,154,613 Employee benefit trust activity 6,642 Repurchases of common stock (1,898,622 ) End of period 355,207,609 |
Summary of Dividends Declared on Nielsen's Common Stock | The following table represents the cash dividends declared by the Board and paid for the years ended December 31, 2017 and the six months ended June 30, 2018, respectively . Declaration Date Record Date Payment Date Dividend Per Share February 16, 2017 March 2, 2017 March 16, 2017 $ 0.31 April 24, 2017 June 2, 2017 June 16, 2017 $ 0.34 July 20, 2017 August 24, 2017 September 7, 2017 $ 0.34 October 19, 2017 November 21, 2017 December 5, 2017 $ 0.34 February 18, 2018 March 7, 2018 March 21, 2018 $ 0.34 April 19, 2018 June 6, 2018 June 20, 2018 $ 0.35 |
Summary of Approved Authorized Shares for Repurchase | Board Approval Share Repurchase Authorization ($ in millions) July 25, 2013 $ 500 October 23, 2014 $ 1,000 December 11, 2015 $ 500 Total Share Repurchase Authorization $ 2,000 |
Summary of Open Market Share Repurchases Activity | The activity for the six months ended June 30, 2018 consisted of open market share repurchases and is summarized in the following table: Total Number of Dollar Value of Shares Shares Purchased as that may yet be Total Number Average Part of Publicly Purchased under the of Shares Price Paid Announced Plans Publicly Announced Period Purchased per Share or Programs Plans or Programs As of December 31, 2017 37,206,365 $ 45.74 37,206,365 $ 298,118,746 2018 Activity January 1- 31 — $ — — $ 298,118,746 February 1- 28 187,048 $ 33.31 187,048 $ 291,887,826 March 1- 31 424,324 $ 33.04 424,324 $ 277,868,369 April 1-30 155,878 $ 32.24 155,878 $ 272,843,463 May 1-31 922,862 $ 30.79 922,862 $ 244,424,375 June 1-30 208,510 $ 30.85 208,510 $ 237,992,519 Total 39,104,987 $ 45.06 39,104,987 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information (IN MILLIONS) Buy Watch Corporate Total Three Months Ended June 30, 2018 Revenues $ 789 $ 858 $ — $ 1,647 Depreciation and amortization $ 55 $ 105 $ 2 $ 162 Restructuring charges $ 55 $ 5 $ 5 $ 65 Stock-based compensation expense $ 3 $ 2 $ 2 $ 7 Other items (1) $ — $ — $ 6 $ 6 Operating (loss)/income $ (3 ) $ 256 $ (25 ) $ 228 Business segment income/(loss) (2) $ 110 $ 368 $ (10 ) $ 468 Total assets as of June 30, 2018 $ 6,891 $ 9,796 $ 11 $ 16,698 (IN MILLIONS) Three Months Ended June 30, 2017 Revenues $ 823 $ 821 $ — $ 1,644 Depreciation and amortization $ 53 $ 108 $ 1 $ 162 Restructuring charges $ 7 $ — $ 2 $ 9 Stock-based compensation expense $ 3 $ 3 $ 6 $ 12 Other items (1) $ — $ — $ 5 $ 5 Operating income/(loss) $ 99 $ 246 $ (24 ) $ 321 Business segment income/(loss) (2) $ 162 $ 357 $ (10 ) $ 509 Total assets as of December 31, 2017 $ 6,862 $ 9,911 $ 93 $ 16,866 (IN MILLIONS) Buy Watch Corporate Total Six Months Ended June 30, 2018 Revenues $ 1,565 $ 1,692 $ — $ 3,257 Depreciation and amortization $ 109 $ 217 $ 3 $ 329 Restructuring charges $ 70 $ 14 $ 5 $ 89 Stock-based compensation expense $ 7 $ 5 $ 8 $ 20 Other items (1) $ — $ — $ 18 $ 18 Operating income/(loss) $ 8 $ 482 $ (55 ) $ 435 Business segment income/(loss) (2) $ 194 $ 718 $ (21 ) $ 891 (IN MILLIONS) Six Months Ended June 30, 2017 Revenues $ 1,580 $ 1,590 $ — $ 3,170 Depreciation and amortization $ 103 $ 212 $ 2 $ 317 Restructuring charges $ 27 $ 7 $ 7 $ 41 Stock-based compensation expense $ 7 $ 7 $ 13 $ 27 Other items (1) $ — $ — $ 18 $ 18 Operating income/(loss) $ 133 $ 454 $ (61 ) $ 526 Business segment income/(loss) (2) $ 270 $ 680 $ (21 ) $ 929 (1) Other items primarily consist of transaction related costs and business optimization costs for the three and six months ended June 30, 2018 and 2017. (2) The Company’s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments. |
Guarantor Financial Informati33
Guarantor Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Guarantees [Abstract] | |
Consolidating Statement of Comprehensive Income | Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 899 $ 748 $ — $ 1,647 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 359 339 — 698 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 235 258 — 494 Depreciation and amortization — — 129 33 — 162 Restructuring charges — — 21 44 — 65 Operating (loss)/income (1 ) — 155 74 — 228 Interest income 1 165 8 3 (175 ) 2 Interest expense — (92 ) (174 ) (9 ) 175 (100 ) Foreign currency exchange transaction losses, net — — (1 ) (3 ) — (4 ) Other (expense)/income, net — (6 ) 120 (119 ) — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income of subsidiaries and affiliates — 67 108 (54 ) — 121 Provision for income taxes — (14 ) (22 ) (8 ) — (44 ) Equity in net income/(loss) of subsidiaries 72 27 (14 ) — (85 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income/(loss) 72 80 72 (63 ) (85 ) 76 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest 72 80 72 (67 ) (85 ) 72 Total other comprehensive (loss)/income (129 ) 19 (129 ) (151 ) 257 (133 ) Total other comprehensive loss attributable to noncontrolling interests — — — (4 ) — (4 ) Total other comprehensive (loss)/income attributable to controlling interests (129 ) 19 (129 ) (147 ) 257 (129 ) Total comprehensive (loss)/income $ (57 ) $ 99 $ (57 ) $ (214 ) $ 172 $ (57 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 892 $ 752 $ — $ 1,644 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 357 321 — 678 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 234 239 — 474 Depreciation and amortization — — 132 30 — 162 Restructuring charges — — 3 6 — 9 Operating (loss)/income (1 ) — 166 156 — 321 Interest income 1 227 8 2 (237 ) 1 Interest expense — (88 ) (231 ) (10 ) 237 (92 ) Foreign currency exchange transaction losses, net — — (2 ) (5 ) — (7 ) Other (expense)/income, net — (2 ) (2 ) 5 — 1 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates — 137 (61 ) 148 — 224 (Provision)/benefit for income taxes — (48 ) 13 (56 ) — (91 ) Equity in net income of subsidiaries 131 36 180 — (347 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 131 125 131 93 (347 ) 133 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 131 125 131 91 (347 ) 131 Total other comprehensive income/(loss) 83 (19 ) 83 98 (160 ) 85 Total other comprehensive income attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests 83 (19 ) 83 96 (160 ) 83 Total comprehensive income 214 106 214 192 (508 ) 218 Comprehensive income attributable to noncontrolling interests — — — 4 — 4 Total comprehensive income attributable to controlling interest $ 214 $ 106 $ 214 $ 188 $ (508 ) $ 214 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,769 $ 1,488 $ — $ 3,257 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 734 683 — 1,417 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 469 516 — 987 Depreciation and amortization — — 261 68 — 329 Restructuring charges — — 32 57 — 89 Operating (loss)/income (2 ) — 273 164 — 435 Interest income 1 316 18 4 (335 ) 4 Interest expense — (183 ) (328 ) (20 ) 335 (196 ) Foreign currency exchange transaction losses, net — — (1 ) (3 ) — (4 ) Other (expense)/income, net — (7 ) 120 (117 ) — (4 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 126 82 28 — 235 Provision for income taxes — (26 ) (20 ) (37 ) — (83 ) Equity in net income of subsidiaries 145 85 83 — (313 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income/(loss) 144 185 145 (10 ) (313 ) 151 Less net income attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 144 185 145 (17 ) (313 ) 144 Total other comprehensive (loss)/income (75 ) 21 (75 ) (92 ) 144 (77 ) Total other comprehensive loss attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive (loss)/income attributable to controlling interests (75 ) 21 (75 ) (90 ) 144 (75 ) Total comprehensive income/(loss) 69 206 70 (102 ) (169 ) 74 Comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 69 $ 206 $ 70 $ (107 ) $ (169 ) $ 69 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,748 $ 1,422 $ — $ 3,170 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 695 644 — 1,339 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 489 456 — 947 Depreciation and amortization — — 258 59 — 317 Restructuring charges — — 18 23 — 41 Operating (loss)/income (2 ) — 288 240 — 526 Interest income 1 444 17 3 (463 ) 2 Interest expense — (173 ) (453 ) (19 ) 463 (182 ) Foreign currency exchange transaction losses, net — — (3 ) (6 ) — (9 ) Other (expense)/income, net — (2 ) (16 ) 21 — 3 (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 269 (167 ) 239 — 340 (Provision)/benefit for income taxes — (94 ) 57 (97 ) — (134 ) Equity in net income of subsidiaries 203 88 314 — (605 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 202 263 203 143 (605 ) 206 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income attributable to controlling interest 202 263 203 139 (605 ) 202 Total other comprehensive income/(loss) 160 (18 ) 160 176 (313 ) 165 Total other comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total other comprehensive income/(loss) attributable to controlling interests 160 (18 ) 160 171 (313 ) 160 Total comprehensive income 362 245 363 319 (918 ) 371 Comprehensive income attributable to noncontrolling interests — — — 9 — 9 Total comprehensive income attributable to controlling interest $ 362 $ 245 $ 363 $ 310 $ (918 ) $ 362 |
Consolidating Balance Sheet | Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ 1 $ 13 $ 378 $ — $ 394 Trade and other receivables, net — — 501 819 $ — 1,320 Prepaid expenses and other current assets 1 5 252 148 $ — 406 Intercompany receivables 2 1,324 309 80 (1,715 ) — Total current assets 5 1,330 1,075 1,425 (1,715 ) 2,120 Non-current assets — Property, plant and equipment, net — — 312 159 — 471 Goodwill — — 6,100 2,341 — 8,441 Other intangible assets, net — — 4,557 511 — 5,068 Deferred tax assets 1 — 9 159 — 169 Other non-current assets — 32 314 83 — 429 Equity investment in subsidiaries 4,019 1,236 4,554 — (9,809 ) — Intercompany loans 25 8,608 352 138 (9,123 ) — Total assets $ 4,050 $ 11,206 $ 17,273 $ 4,816 $ (20,647 ) $ 16,698 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 52 $ 443 $ 482 $ — $ 977 Deferred revenues — — 231 130 $ — 361 Income tax liabilities — — 26 82 $ — 108 Current portion of long-term debt, capital lease obligations and short-term borrowings — 47 290 6 $ — 343 Intercompany payables 1 2 1,405 307 (1,715 ) — Total current liabilities 1 101 2,395 1,007 (1,715 ) 1,789 Non-current liabilities — Long-term debt and capital lease obligations — 8,206 99 16 — 8,321 Deferred tax liabilities — 71 1,318 27 — 1,416 Intercompany loans — — 8,771 352 (9,123 ) — Other non-current liabilities — — 671 256 — 927 Total liabilities 1 8,378 13,254 1,658 (10,838 ) 12,453 Total stockholders’ equity 4,049 2,828 4,019 2,962 (9,809 ) 4,049 Noncontrolling interests — — — 196 — 196 Total equity 4,049 2,828 4,019 3,158 (9,809 ) 4,245 Total liabilities and equity $ 4,050 $ 11,206 $ 17,273 $ 4,816 $ (20,647 ) $ 16,698 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ 1 $ 69 $ 584 $ — $ 656 Trade and other receivables, net — — 464 816 — 1,280 Prepaid expenses and other current assets — — 211 135 — 346 Intercompany receivables 4 1,187 325 155 (1,671 ) — Total current assets 6 1,188 1,069 1,690 (1,671 ) 2,282 Non-current assets - Property, plant and equipment, net — — 309 173 — 482 Goodwill — — 6,100 2,395 — 8,495 Other intangible assets, net — — 4,545 532 — 5,077 Deferred tax assets 1 — — 169 — 170 Other non-current assets — 17 263 80 — 360 Equity investment in subsidiaries 4,213 1,210 4,583 — (10,006 ) — Intercompany loans 25 8,608 424 140 (9,197 ) — Total assets $ 4,245 $ 11,023 $ 17,293 $ 5,179 $ (20,874 ) $ 16,866 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 61 $ 560 $ 520 $ — $ 1,141 Deferred revenues — — 231 130 — 361 Income tax liabilities — — 62 49 — 111 Current portion of long-term debt, capital lease obligations and short-term borrowings — 35 44 5 — 84 Intercompany payables — 2 1,345 324 (1,671 ) — Total current liabilities — 98 2,242 1,028 (1,671 ) 1,697 Non-current liabilities — Long-term debt and capital lease obligations — 8,237 101 19 — 8,357 Deferred tax liabilities — 71 1,296 68 — 1,435 Intercompany loans — 62 8,774 361 (9,197 ) — Other non-current liabilities — — 667 267 — 934 Total liabilities — 8,468 13,080 1,743 (10,868 ) 12,423 Total stockholders’ equity 4,245 2,555 4,213 3,238 (10,006 ) 4,245 Noncontrolling interests — — — 198 — 198 Total equity 4,245 2,555 4,213 3,436 (10,006 ) 4,443 Total liabilities and equity $ 4,245 $ 11,023 $ 17,293 $ 5,179 $ (20,874 ) $ 16,866 |
Consolidating Statement of Cash Flows | Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (1 ) $ 26 $ (16 ) $ 116 $ 125 Investing activities: - Acquisition of subsidiaries and affiliates, net of cash acquired — — (3 ) (27 ) (30 ) Additions to property, plant and equipment and other assets — — (27 ) (17 ) (44 ) Additions to intangible assets — — (171 ) (31 ) (202 ) Proceeds from the sale of property, plant and equipment and other assets — — — — — Other investing activities — — 5 (5 ) — Net cash used in investing activities — — (196 ) (80 ) (276 ) Financing activities: Net borrowings under revolving credit facility — — 246 — 246 Repayments of debt — (798 ) — (1 ) (799 ) Proceeds from the issuance of debt, net of issuance costs — 781 — — 781 Decrease in other short-term borrowings — — — — — Cash dividends paid to stockholders (246 ) — — — (246 ) Repurchase of common stock (60 ) — — — (60 ) Activity under stock plans 23 — (5 ) — 18 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (37 ) (3 ) (40 ) Settlement of intercompany and other financing activities 281 (9 ) (48 ) (235 ) (11 ) Net cash provided by/(used in) financing activities 1 (26 ) 156 (239 ) (108 ) Effect of exchange-rate changes on cash and cash equivalents — — — (3 ) (3 ) Net decrease in cash and cash equivalents — — (56 ) (206 ) (262 ) Cash and cash equivalents at beginning of period 2 1 69 584 656 Cash and cash equivalents at end of period $ 2 $ 1 $ 13 $ 378 $ 394 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (45 ) $ 110 $ 93 $ 108 $ 266 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (563 ) (18 ) (581 ) Additions to property, plant and equipment and other assets — — (17 ) (14 ) (31 ) Additions to intangible assets — — (146 ) (29 ) (175 ) Proceeds from the sale of property, plant and equipment and other assets — — 28 — 28 Other investing activities — — (1 ) — (1 ) Net cash used in investing activities — — (699 ) (61 ) (760 ) Financing activities: Net borrowings under revolving credit facility — — 101 — 101 Repayments of debt — (2,281 ) — (1 ) (2,282 ) Proceeds from the issuance of debt, net of issuance costs — 2,745 — — 2,745 Decrease in other short-term borrowings — — — (5 ) (5 ) Cash dividends paid to stockholders (232 ) — — — (232 ) Repurchase of common stock (84 ) — — — (84 ) Activity under stock plans 21 — (5 ) — 16 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (30 ) (1 ) (31 ) Settlement of intercompany and other financing activities 335 (574 ) 319 (88 ) (8 ) Net cash provided by/(used in) financing activities 43 (110 ) 385 (95 ) 223 Effect of exchange-rate changes on cash and cash equivalents — — (3 ) 30 27 Net decrease in cash and cash equivalents (2 ) — (224 ) (18 ) (244 ) Cash and cash equivalents at beginning of period 5 1 219 529 754 Cash and cash equivalents at end of period $ 3 $ 1 $ (5 ) $ 511 $ 510 |
Background and Basis of Prese34
Background and Basis of Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)Countryshares | Jun. 30, 2017shares | Jun. 30, 2018USD ($)SegmentCountryshares | Jun. 30, 2017shares | Dec. 31, 2017USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||
Number of reportable segments | Segment | 2 | ||||
Number of countries in which entity operates | Country | 100 | 100 | |||
Anti-dilutive shares excluded from calculation of earning per share under compensation plan | shares | 3,987,794 | 4,326,766 | 4,102,565 | 4,453,991 | |
Accounts receivable sold to third parties | $ 81 | ||||
Proceed from sale of accounts receivable | 81 | ||||
Accounts receivable outstanding | $ 50 | $ 50 | $ 110 |
Summary of Recent Accounting 35
Summary of Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
ASU 2015-04 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Impact of reclassification from selling, general and administrative expenses to other income | $ 2 | $ 5 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue Disaggregated by Segment Including Primary Geographic Markets for Buy and by Major Product for Watch (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | $ 1,647 | $ 1,644 | $ 3,257 | $ 3,170 |
Operating Segments | Products Transferred at a Point in Time | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 157 | 139 | 275 | 246 |
Operating Segments | Products and Services Transferred Over Time | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 1,490 | 1,505 | 2,982 | 2,924 |
Operating Segments | Core Buy and Watch | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 1,602 | 1,579 | 3,168 | 3,037 |
Buy | Operating Segments | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 789 | 823 | 1,565 | 1,580 |
Buy | Operating Segments | Core Buy | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 781 | 806 | 1,546 | 1,544 |
Buy | Operating Segments | Developed Markets | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 488 | 510 | 959 | 981 |
Buy | Operating Segments | Emerging Markets | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 293 | 296 | 587 | 563 |
Buy | Corporate And Eliminations | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 8 | 17 | 19 | 36 |
Watch | Operating Segments | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 858 | 821 | 1,692 | 1,590 |
Watch | Operating Segments | Core Watch | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 821 | 773 | 1,622 | 1,493 |
Watch | Operating Segments | Audience Measurement | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 609 | 567 | 1,208 | 1,102 |
Watch | Operating Segments | Audio | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 123 | 123 | 244 | 243 |
Watch | Operating Segments | Marketing Effectiveness | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 89 | 83 | 170 | 148 |
Watch | Corporate And Eliminations | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | $ 37 | $ 48 | $ 70 | $ 97 |
Revenue Recognition - Summary37
Revenue Recognition - Summary of Contract Assets and Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Revenues [Abstract] | ||
Contract assets | $ 314 | $ 259 |
Contract liabilities | $ 361 | $ 361 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Revenues [Abstract] | |||
Increase in contract with customer asset | $ 263,000,000 | ||
Contract with customer asset offset | 204,000,000 | ||
Movement in contract with customer liability | 279,000,000 | ||
Contract with customer liability offset | $ 49,000,000 | 277,000,000 | |
Revenue, remaining performance obligation | $ 8,300,000,000 | ||
Revenue, remaining performance obligations, percentage | 70.00% | 70.00% | |
Deferred costs capitalized | $ 32,000,000 | $ 32,000,000 | $ 37,000,000 |
Amortization of deferred costs | $ 3,000,000 | 7,000,000 | |
Impairment loss | $ 0 | $ 0 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | Feb. 01, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Gracenote | ||||
Business Acquisition [Line Items] | ||||
Name of acquired entity | Gracenote Inc., Gracenote Canada, Inc., Gracenote Netherlands Holdings B.V., Tribune Digital Ventures, LLC, and Tribune International Holdco, LLC (each, a “Gracenote Company” and together “Gracenote”) | |||
Percentage ownership interest acquired | 100.00% | |||
Payments to acquire businesses | $ 585 | |||
Acquisition Date | Feb. 1, 2017 | |||
Acquisition related expenses | $ 2 | $ 6 | ||
Other acquisitions | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, net of cash acquired | $ 30 | $ 15 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Business Combinations [Abstract] | ||
Revenues | $ 1,644 | $ 3,188 |
Income from continuing operations | $ 134 | $ 206 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Line Items] | |
Balance beginning | $ 8,495 |
Acquisitions, divestitures and other adjustments | 17 |
Effect of foreign currency translation | (71) |
Balance ending | 8,441 |
Buy | |
Goodwill [Line Items] | |
Balance beginning | 2,844 |
Acquisitions, divestitures and other adjustments | 2 |
Effect of foreign currency translation | (63) |
Balance ending | 2,783 |
Watch | |
Goodwill [Line Items] | |
Balance beginning | 5,651 |
Acquisitions, divestitures and other adjustments | 15 |
Effect of foreign currency translation | (8) |
Balance ending | $ 5,658 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)ReportingUnit | Jun. 30, 2017USD ($) | Oct. 01, 2017 | |
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Goodwill deductible for income tax purposes | $ 55 | $ 55 | |||
Amortization expense, intangible assets | 117 | $ 116 | 237 | $ 227 | |
Amortization expense, computer software | $ 65 | $ 64 | $ 133 | $ 126 | |
Number of reporting unit of fair value exceeded its carrying value | ReportingUnit | 1 | ||||
Percentage movement in long-term growth rate and discount rate assumptions | 1.00% | ||||
Maximum | |||||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Reporting unit percentage of fair value exceeded its carrying value | 10.00% | 10.00% | |||
Minimum | |||||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Reporting unit percentage of fair value exceeded its carrying value | 20.00% |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | $ 6,603 | $ 6,372 |
Amortized intangibles, Accumulated Amortization | (3,456) | (3,216) |
Trade names and trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 139 | 139 |
Amortized intangibles, Accumulated Amortization | (98) | (92) |
Customer - related intangibles | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 3,177 | 3,174 |
Amortized intangibles, Accumulated Amortization | (1,550) | (1,463) |
Covenants-not-to-compete | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 39 | 39 |
Amortized intangibles, Accumulated Amortization | (37) | (37) |
Content database | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 168 | 168 |
Amortized intangibles, Accumulated Amortization | (19) | (12) |
Computer software | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 2,907 | 2,681 |
Amortized intangibles, Accumulated Amortization | (1,631) | (1,498) |
Patents and other | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 173 | 171 |
Amortized intangibles, Accumulated Amortization | (121) | (114) |
Trade names and trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles, Gross Amounts | $ 1,921 | $ 1,921 |
Changes in and Reclassificati44
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component - Summary of Changes in Accumulated Other Comprehensive Loss, Net of Tax by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | $ 4,443 | |||
Amounts reclassified from accumulated other comprehensive (loss)/income | $ 3 | $ 4 | 6 | $ 8 |
Total other comprehensive (loss)/income | (133) | 85 | (77) | 165 |
Net current period other comprehensive (loss)/income attributable to noncontrolling interest | (4) | 2 | (2) | 5 |
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | (129) | 83 | (75) | 160 |
Balance | 4,245 | 4,245 | ||
Foreign Currency Translation Adjustments | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (610) | (856) | ||
Other comprehensive (loss)/income before reclassifications | (100) | 158 | ||
Total other comprehensive (loss)/income | (100) | 158 | ||
Net current period other comprehensive (loss)/income attributable to noncontrolling interest | (2) | 5 | ||
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | (98) | 153 | ||
Balance | (708) | (703) | (708) | (703) |
Cash Flow Hedges | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | 10 | (1) | ||
Other comprehensive (loss)/income before reclassifications | 15 | |||
Amounts reclassified from accumulated other comprehensive (loss)/income | (1) | 1 | ||
Total other comprehensive (loss)/income | 14 | 1 | ||
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | 14 | 1 | ||
Balance | 24 | 24 | ||
Post Employment Benefits | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (340) | (354) | ||
Other comprehensive (loss)/income before reclassifications | 2 | (1) | ||
Amounts reclassified from accumulated other comprehensive (loss)/income | 4 | 4 | 7 | 7 |
Total other comprehensive (loss)/income | 9 | 6 | ||
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | 9 | 6 | ||
Balance | (331) | (348) | (331) | (348) |
AOCI Including Portion Attributable to Noncontrolling Interest | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (940) | (1,211) | ||
Other comprehensive (loss)/income before reclassifications | (83) | 157 | ||
Amounts reclassified from accumulated other comprehensive (loss)/income | 6 | 8 | ||
Total other comprehensive (loss)/income | (77) | 165 | ||
Net current period other comprehensive (loss)/income attributable to noncontrolling interest | (2) | 5 | ||
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | (75) | 160 | ||
Balance | $ (1,015) | $ (1,051) | $ (1,015) | $ (1,051) |
Changes in and Reclassificati45
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component - Summary of Reclassification of Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Provision for income taxes | $ (44) | $ (91) | $ (83) | $ (134) | |
Net income attributable to Nielsen stockholders | (72) | (131) | (144) | (202) | |
Net income attributable to Nielsen stockholders | 3 | 4 | 6 | 8 | |
Cash Flow Hedges | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Net income attributable to Nielsen stockholders | (1) | 1 | |||
Cash Flow Hedges | Interest rate contracts | Amount Reclassified from Accumulated Other Comprehensive Loss | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Interest (income)/expense | (1) | (1) | 2 | ||
Provision for income taxes | 1 | ||||
Net income attributable to Nielsen stockholders | (1) | (1) | 1 | ||
Post Employment Benefits | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Actuarial loss, before Tax | [1] | 5 | 5 | 9 | 9 |
Benefit for income taxes | 1 | 1 | 2 | 2 | |
Net income attributable to Nielsen stockholders | $ 4 | $ 4 | $ 7 | $ 7 | |
[1] | This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities - Summ
Restructuring Activities - Summary of Changes in Liabilities for Restructuring Activities (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring And Related Activities [Abstract] | ||||
Beginning Balance | $ 58 | |||
Charges | $ 65 | $ 9 | 89 | $ 41 |
Payments | (54) | |||
Ending Balance | $ 93 | $ 93 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |||||
Restructuring charges | $ 65 | $ 9 | $ 89 | $ 41 | |
Restructuring reserve | 93 | 93 | $ 58 | ||
Restructuring actions for remaining liabilities, Current | $ 78 | $ 78 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | |
Assets: | |||
Asset | $ 68 | $ 52 | |
Liabilities: | |||
Liabilities | 29 | 33 | |
Interest Rate Swap Arrangements | |||
Assets: | |||
Asset | [1] | 37 | 17 |
Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 29 | 33 |
Level 1 | |||
Assets: | |||
Asset | 31 | 35 | |
Liabilities: | |||
Liabilities | 29 | 33 | |
Level 1 | Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 29 | 33 |
Level 2 | |||
Assets: | |||
Asset | 37 | 17 | |
Level 2 | Interest Rate Swap Arrangements | |||
Assets: | |||
Asset | [1] | 37 | 17 |
Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 29 | 33 |
Plan Assets for Deferred Compensation | Level 1 | |||
Assets: | |||
Asset | [3] | 29 | 33 |
Investment In Mutual Funds | |||
Assets: | |||
Asset | [4] | 2 | 2 |
Investment In Mutual Funds | Level 1 | |||
Assets: | |||
Asset | [4] | $ 2 | $ 2 |
[1] | Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. | ||
[2] | The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. | ||
[3] | Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net in the condensed consolidated statement of operations. | ||
[4] | Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Derivative Instruments Gain Loss [Line Items] | |||
Pre-tax gains from accumulated other comprehensive loss to interest expense expected to be recognized in next twelve months | $ 13,000,000 | ||
US Dollar term loan floating-to-fixed rate swaps maturing on May 2023 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount of outstanding derivative financial instruments | $ 250,000,000 | ||
Interest rate swap maturity term | 5 years | ||
Variable interest rate | 2.72% | ||
Foreign Currency Exchange Contract | |||
Derivative Instruments Gain Loss [Line Items] | |||
Gain (loss) on derivative financial instruments | $ (1,000,000) | $ 0 | |
Notional amount of outstanding derivative financial instruments | $ 79,000,000 | $ 74,000,000 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Interest Rate Swaps (Detail) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
US Dollar term loan floating-to-fixed rate swaps maturing on April 2019 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 150,000,000 |
Maturity Date | Apr. 1, 2019 |
US Dollar term loan floating-to-fixed rate swaps maturing on June 2019 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jun. 1, 2019 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2019 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 150,000,000 |
Maturity Date | Jul. 1, 2019 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2020 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jul. 1, 2020 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2020 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jul. 1, 2020 |
US Dollar term loan floating-to-fixed rate swaps maturing on October 2020 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Oct. 1, 2020 |
US Dollar term loan floating-to-fixed rate swaps maturing on October 2021 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Oct. 1, 2021 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2022 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jul. 1, 2022 |
US Dollar term loan floating-to-fixed rate swaps maturing on May 2023 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | May 1, 2023 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Effect of Cash Flow Hedge Accounting on Condensed Consolidated Statement of Operations (Detail) - Interest Expense - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||
Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) | $ 100 | $ 92 | $ 196 | $ 182 |
Amount of (gain)/loss reclassified from accumulated other comprehensive income into income, net of tax | $ (1) | $ (1) | $ 1 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Derivative Instruments in Consolidated Balance Sheets (Detail) - Interest Rate Swap Arrangements - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Assets | $ 5 | |
Other Non- Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Assets | $ 32 | $ 17 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives in Cash Flow Hedging Relationships (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Interest Rate Swap Arrangements | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (Gain)/Loss Recognized in OCI Derivatives (Effective Portion) | $ (6) | $ 3 | $ (21) | $ 1 |
Interest Expense | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (Gain)/Loss Reclassified from AOCI into Income (Effective Portion) | $ (1) | $ (1) | $ 2 |
Long-term Debt and Other Fina54
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 4.50% | 4.32% |
Total long-term debt, Carrying Amount | $ 8,500 | $ 8,274 |
Capital lease and other financing obligations, Carrying Amount | 164 | 167 |
Total debt and other financing arrangements | 8,664 | 8,441 |
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings | 343 | 84 |
Long-term debt and capital lease obligations | 8,321 | 8,357 |
Total long-term debt, Fair Value | $ 8,465 | $ 8,429 |
Senior secured credit facilities | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 3.80% | 3.39% |
Total long-term debt, Carrying Amount | $ 4,298 | $ 4,074 |
Total long-term debt, Fair Value | $ 4,307 | $ 4,096 |
Debenture loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 5.22% | 5.22% |
Total long-term debt, Carrying Amount | $ 4,201 | $ 4,199 |
Total long-term debt, Fair Value | 4,157 | 4,332 |
Senior Secured Term Loan Facility Due 2019 | Libor Based Variable Rate of 3.43% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1,392 | |
Total long-term debt, Fair Value | 1,397 | |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.84% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1,119 | |
Total long-term debt, Fair Value | 1,124 | |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 4.05% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,296 | 2,232 |
Total long-term debt, Fair Value | 2,300 | 2,247 |
Senior Secured Term Loan Facility Due 2023 | Euro Libor Based Variable Rate of 2.50% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 637 | |
Total long-term debt, Fair Value | 637 | |
Senior Secured Term Loan Facility Due 2021 | Euro Libor Based Variable Rate of 2.09% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 450 | |
Total long-term debt, Fair Value | 452 | |
Senior Secured Revolving Credit Facility Due 2023 | Euro Libor or Libor based variable rate | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 246 | |
Total long-term debt, Fair Value | 246 | |
Senior Debenture Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 796 | 795 |
Total long-term debt, Fair Value | 797 | 809 |
Senior debenture loan due 2021 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 620 | 620 |
Total long-term debt, Fair Value | 626 | 643 |
Senior Debenture Loan Due 2022 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,289 | 2,288 |
Total long-term debt, Fair Value | 2,260 | 2,362 |
Senior Debenture Loan Due 2025 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 496 | 496 |
Total long-term debt, Fair Value | 474 | 518 |
Other Loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1 | 1 |
Total long-term debt, Fair Value | $ 1 | $ 1 |
Long-term Debt and Other Fina55
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Parenthetical) (Detail) € in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2018EUR (€) | Dec. 31, 2017EUR (€) | |
Senior Secured Term Loan Facility Due 2019 | Libor Based Variable Rate of 3.43% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,080 | $ 2,080 | ||
Debt instrument, variable rate | 3.43% | 3.43% | ||
Debt instrument, maturity year | 2,019 | 2,019 | ||
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.84% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 1,125 | $ 1,125 | ||
Debt instrument, variable rate | 3.84% | 3.84% | ||
Debt instrument, maturity year | 2,023 | 2,023 | ||
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 4.05% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,250 | $ 2,250 | ||
Debt instrument, variable rate | 4.05% | 4.05% | ||
Debt instrument, maturity year | 2,023 | 2,023 | ||
Senior Secured Term Loan Facility Due 2023 | Euro Libor Based Variable Rate of 2.50% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | € | € 545 | € 545 | ||
Debt instrument, variable rate | 2.50% | 2.50% | ||
Debt instrument, maturity year | 2,023 | 2,023 | ||
Senior Secured Term Loan Facility Due 2021 | Euro Libor Based Variable Rate of 2.09% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | € | € 380 | € 380 | ||
Debt instrument, variable rate | 2.09% | 2.09% | ||
Debt instrument, maturity year | 2,021 | 2,021 | ||
Senior Secured Revolving Credit Facility Due 2023 | Euro Libor or Libor based variable rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 850 | $ 850 | ||
Debt instrument, maturity year | 2,023 | 2,023 | ||
Senior Debenture Loan Due 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 800 | $ 800 | ||
Debt instrument, maturity year | 2,020 | 2,020 | ||
Debt instrument interest rate stated percentage | 4.50% | 4.50% | 4.50% | 4.50% |
Senior debenture loan due 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 625 | $ 625 | ||
Debt instrument, maturity year | 2,021 | 2,021 | ||
Debt instrument interest rate stated percentage | 5.50% | 5.50% | 5.50% | 5.50% |
Senior Debenture Loan Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,300 | $ 2,300 | ||
Debt instrument, maturity year | 2,022 | 2,022 | ||
Debt instrument interest rate stated percentage | 5.00% | 5.00% | 5.00% | 5.00% |
Senior Debenture Loan Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 500 | $ 500 | ||
Debt instrument, maturity year | 2,025 | 2,025 | ||
Debt instrument interest rate stated percentage | 5.00% | 5.00% | 5.00% | 5.00% |
Long-term Debt and Other Fina56
Long-term Debt and Other Financing Arrangements - Annual Maturities of Long-Term Debt (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
For July 1, 2018 to December 31, 2018 | $ 261 | |
2,019 | 45 | |
2,020 | 855 | |
2,021 | 703 | |
2,022 | 2,402 | |
2,023 | 3,735 | |
Thereafter | 499 | |
Total | $ 8,500 | $ 8,274 |
Long-term Debt and Other Fina57
Long-term Debt and Other Financing Arrangements - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018EUR (€) | |
Debt Instrument [Line Items] | |||
Wrote-off certain previously capitalized deferred financing fees | $ 2,000,000 | ||
Debt refinancing costs | 5,000,000 | ||
Tranche A Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument face value | $ 850,000,000 | 850,000,000 | |
Debt instrument, maturity date | Jul. 9, 2023 | ||
Tranche A Revolving Credit Facility | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 0.25% | ||
Tranche A Revolving Credit Facility | Minimum | Eurocurrency Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 1.25% | ||
Tranche A Revolving Credit Facility | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 1.00% | ||
Tranche A Revolving Credit Facility | Maximum | Eurocurrency Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 2.00% | ||
Class A Term Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument face value | $ 1,125,000,000 | $ 1,125,000,000 | |
Debt instrument, maturity date | Jul. 9, 2023 | ||
Original principal amount repayment term | The new Class A Term Loans will mature in full on July 9, 2023 and are required to be repaid in quarterly installments in an aggregate amount equal to 0.63% of the original principal amount of the Class A Term Loans for each of the first eight quarters following the effective date of the Amendment Agreement, 1.25% of the original principal amount of the Class A Term Loans for each of the subsequent eight quarters and 2.50% of the original principal amount of the Class A Term Loans for each of the subsequent three quarters, with the balance payable on July 9, 2023. The new Class B-2 Euro Term Loans will mature in full on October 4, 2023 | ||
Class A Term Loans | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 0.25% | ||
Class A Term Loans | Minimum | Eurocurrency Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 1.25% | ||
Class A Term Loans | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 1.00% | ||
Class A Term Loans | Maximum | Eurocurrency Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 2.00% | ||
Class A Term Loans | Repayment on Each of First Eight Quarters | |||
Debt Instrument [Line Items] | |||
Original principal amount repaid | 0.63% | ||
Class A Term Loans | Repayment on Each of Subsequent Eight Quarters | |||
Debt Instrument [Line Items] | |||
Original principal amount repaid | 1.25% | ||
Class A Term Loans | Repayment on Each of Subsequent Three Quarters | |||
Debt Instrument [Line Items] | |||
Original principal amount repaid | 2.50% | ||
Class B-2 Euro Term Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument face value | € | € 545,245,518 | ||
Debt instrument, maturity date | Oct. 4, 2023 | ||
Original principal amount repaid | 0.25% | ||
Debt instrument, variable rate | 2.50% | ||
Class B-4 Term Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument face value | $ 75,000,000 | $ 75,000,000 | |
Debt instrument, maturity date | Oct. 4, 2023 | ||
Original principal amount repaid | 0.25% | ||
Class B-4 Term Loans | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 1.00% | ||
Class B-4 Term Loans | Eurocurrency Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 2.00% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Activity (Detail) | 6 Months Ended |
Jun. 30, 2018shares | |
Actual number of shares of common stock outstanding | |
Beginning of period | 355,944,976 |
Shares of common stock issued through compensation plans | 1,154,613 |
Employee benefit trust activity | 6,642 |
Repurchases of common stock | (1,898,622) |
End of period | 355,207,609 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Dividends Paid (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Dividends Payable [Line Items] | |||||
Dividend Per Share | $ 0.35 | $ 0.34 | $ 0.69 | $ 0.65 | |
Installment One | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Feb. 18, 2018 | Feb. 16, 2017 | |||
Record Date | Mar. 7, 2018 | Mar. 2, 2017 | |||
Payment Date | Mar. 21, 2018 | Mar. 16, 2017 | |||
Dividend Per Share | $ 0.34 | $ 0.31 | |||
Installment Two | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Apr. 19, 2018 | Apr. 24, 2017 | |||
Record Date | Jun. 6, 2018 | Jun. 2, 2017 | |||
Payment Date | Jun. 20, 2018 | Jun. 16, 2017 | |||
Dividend Per Share | $ 0.35 | $ 0.34 | |||
Installment Three | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Jul. 20, 2017 | ||||
Record Date | Aug. 24, 2017 | ||||
Payment Date | Sep. 7, 2017 | ||||
Dividend Per Share | $ 0.34 | ||||
Installment Four | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Oct. 19, 2017 | ||||
Record Date | Nov. 21, 2017 | ||||
Payment Date | Dec. 5, 2017 | ||||
Dividend Per Share | $ 0.34 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jul. 19, 2018 | Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 11, 2015 | Oct. 23, 2014 | Jul. 25, 2013 |
Stockholders Equity [Line Items] | ||||||||||||||
Dividends declared per common share | $ 0.35 | $ 0.34 | $ 0.69 | $ 0.65 | ||||||||||
Cost of treasury stock | $ 2,000,000,000 | $ 2,000,000,000 | $ 2,000,000,000 | $ 500,000,000 | $ 1,000,000,000 | $ 500,000,000 | ||||||||
Cumulative shares repurchased | 39,104,987 | 39,104,987 | 39,104,987 | 37,206,365 | ||||||||||
Average price of common stock purchased | $ 30.85 | $ 30.79 | $ 32.24 | $ 33.04 | $ 33.31 | $ 45.06 | $ 45.74 | |||||||
Payments For Repurchase Of Common Stock | $ 1,762,000,000 | $ 1,762,000,000 | $ 1,762,000,000 | |||||||||||
Maximum | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Cost of treasury stock | $ 2,000,000,000 | $ 2,000,000,000 | $ 2,000,000,000 | |||||||||||
Subsequent Event | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Declaration Date | Jul. 19, 2018 | |||||||||||||
Dividends declared per common share | $ 0.35 | |||||||||||||
Cash dividend, date to be Paid | Sep. 5, 2018 | |||||||||||||
Cash dividend, recorded date | Aug. 22, 2018 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Approved Authorized Shares for Repurchase Program (Detail) - USD ($) | Jun. 30, 2018 | Dec. 11, 2015 | Oct. 23, 2014 | Jul. 25, 2013 |
Statement Of Stockholders Equity [Abstract] | ||||
Cost of treasury stock | $ 2,000,000,000 | $ 500,000,000 | $ 1,000,000,000 | $ 500,000,000 |
Stockholders' Equity - Open Mar
Stockholders' Equity - Open Market Share Repurchases Activity (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jan. 31, 2018 | |
Condensed Financial Statements Captions [Line Items] | ||||||||
Total Number of Shares Purchased, beginning balance | 37,206,365 | |||||||
Number of Shares Purchased | 208,510 | 922,862 | 155,878 | 424,324 | 187,048 | |||
Total Number of Shares Purchased, ending balance | 39,104,987 | 39,104,987 | 37,206,365 | |||||
Average price of common stock purchased | $ 30.85 | $ 30.79 | $ 32.24 | $ 33.04 | $ 33.31 | $ 45.06 | $ 45.74 | |
Publicly Announced Plans Or Programs | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Total Number of Shares Purchased, beginning balance | 37,206,365 | |||||||
Number of Shares Purchased | 208,510 | 922,862 | 155,878 | 424,324 | 187,048 | |||
Total Number of Shares Purchased, ending balance | 39,104,987 | 39,104,987 | 37,206,365 | |||||
Dollar Value of Shares that may yet be Purchased under the Publicly Announced Plans or Programs | $ 237,992,519 | $ 244,424,375 | $ 272,843,463 | $ 277,868,369 | $ 291,887,826 | $ 237,992,519 | $ 298,118,746 | $ 298,118,746 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax [Line Items] | ||||||
Effective tax rates | 36.00% | 41.00% | 35.00% | 39.00% | ||
U.S. federal corporate income tax rate | 21.00% | 35.00% | ||||
Liabilities for unrecognized income tax benefits | $ 452 | |||||
Scenario, Forecast | ||||||
Income Tax [Line Items] | ||||||
Liabilities for unrecognized income tax benefits | $ 456 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Business Segment Inf
Segments - Business Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | ||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 1,647 | $ 1,644 | $ 3,257 | $ 3,170 | ||
Depreciation and amortization | 162 | 162 | 329 | 317 | ||
Restructuring charges | 65 | 9 | 89 | 41 | ||
Stock-based compensation expense | 7 | 12 | 20 | 27 | ||
Other items | [1] | 6 | 5 | 18 | 18 | |
Operating (loss)/income | 228 | 321 | 435 | 526 | ||
Business segment income/(loss) | [2] | 468 | 509 | 891 | 929 | |
Total assets | 16,698 | 16,698 | $ 16,866 | |||
Operating Segments | Buy | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 789 | 823 | 1,565 | 1,580 | ||
Depreciation and amortization | 55 | 53 | 109 | 103 | ||
Restructuring charges | 55 | 7 | 70 | 27 | ||
Stock-based compensation expense | 3 | 3 | 7 | 7 | ||
Operating (loss)/income | (3) | 99 | 8 | 133 | ||
Business segment income/(loss) | [2] | 110 | 162 | 194 | 270 | |
Total assets | 6,891 | 6,891 | 6,862 | |||
Operating Segments | Watch | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 858 | 821 | 1,692 | 1,590 | ||
Depreciation and amortization | 105 | 108 | 217 | 212 | ||
Restructuring charges | 5 | 14 | 7 | |||
Stock-based compensation expense | 2 | 3 | 5 | 7 | ||
Operating (loss)/income | 256 | 246 | 482 | 454 | ||
Business segment income/(loss) | [2] | 368 | 357 | 718 | 680 | |
Total assets | 9,796 | 9,796 | 9,911 | |||
Corporate And Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation and amortization | 2 | 1 | 3 | 2 | ||
Restructuring charges | 5 | 2 | 5 | 7 | ||
Stock-based compensation expense | 2 | 6 | 8 | 13 | ||
Other items | [1] | 6 | 5 | 18 | 18 | |
Operating (loss)/income | (25) | (24) | (55) | (61) | ||
Business segment income/(loss) | [2] | (10) | (10) | (21) | (21) | |
Total assets | 11 | 11 | $ 93 | |||
Corporate And Eliminations | Buy | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 8 | 17 | 19 | 36 | ||
Corporate And Eliminations | Watch | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 37 | $ 48 | $ 70 | $ 97 | ||
[1] | Other items primarily consist of transaction related costs and business optimization costs for the three and six months ended June 30, 2018 and 2017. | |||||
[2] | The Company’s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments. |
Guarantor Financial Informati66
Guarantor Financial Information - Additional Information (Detail) | Jun. 30, 2018 |
Subsidiaries of Nielsen | |
Condensed Financial Statements Captions [Line Items] | |
Ownership percentage in subsidiaries | 100.00% |
Guarantor Financial Informati67
Guarantor Financial Information - Condensed Consolidated Statement of Comprehensive Income (Unaudited) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | $ 1,647 | $ 1,644 | $ 3,257 | $ 3,170 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 698 | 678 | 1,417 | 1,339 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 494 | 474 | 987 | 947 |
Depreciation and amortization | 162 | 162 | 329 | 317 |
Restructuring charges | 65 | 9 | 89 | 41 |
Operating income | 228 | 321 | 435 | 526 |
Interest income | 2 | 1 | 4 | 2 |
Interest expense | (100) | (92) | (196) | (182) |
Foreign currency exchange transaction losses, net | (4) | (7) | (4) | (9) |
Other (expense)/income, net | (5) | 1 | (4) | 3 |
Income from continuing operations before income taxes and equity in net loss of affiliates | 121 | 224 | 235 | 340 |
(Provision)/benefit for income taxes | (44) | (91) | (83) | (134) |
Equity in net (loss)/income of affiliates | (1) | (1) | ||
Net income | 76 | 133 | 151 | 206 |
Less net income attributable to noncontrolling interests | 4 | 2 | 7 | 4 |
Net income attributable to Nielsen stockholders | 72 | 131 | 144 | 202 |
Total other comprehensive (loss)/income | (133) | 85 | (77) | 165 |
Total other comprehensive (loss)/income attributable to noncontrolling interests | (4) | 2 | (2) | 5 |
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | (129) | 83 | (75) | 160 |
Total comprehensive income/(loss) | (57) | 218 | 74 | 371 |
Comprehensive income attributable to noncontrolling interests | 4 | 5 | 9 | |
Total comprehensive (loss)/income attributable to Nielsen stockholders | (57) | 214 | 69 | 362 |
Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 1 | 1 | 2 | 2 |
Operating income | (1) | (1) | (2) | (2) |
Interest income | 1 | 1 | 1 | 1 |
Income from continuing operations before income taxes and equity in net loss of affiliates | (1) | (1) | ||
Equity in net income/(loss) of subsidiaries | 72 | 131 | 145 | 203 |
Net income | 72 | 131 | 144 | 202 |
Net income attributable to Nielsen stockholders | 72 | 131 | 144 | 202 |
Total other comprehensive (loss)/income | (129) | 83 | (75) | 160 |
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | (129) | 83 | (75) | 160 |
Total comprehensive income/(loss) | 214 | 69 | 362 | |
Total comprehensive (loss)/income attributable to Nielsen stockholders | (57) | 214 | 69 | 362 |
Issuers | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest income | 165 | 227 | 316 | 444 |
Interest expense | (92) | (88) | (183) | (173) |
Other (expense)/income, net | (6) | (2) | (7) | (2) |
Income from continuing operations before income taxes and equity in net loss of affiliates | 67 | 137 | 126 | 269 |
(Provision)/benefit for income taxes | (14) | (48) | (26) | (94) |
Equity in net income/(loss) of subsidiaries | 27 | 36 | 85 | 88 |
Net income | 80 | 125 | 185 | 263 |
Net income attributable to Nielsen stockholders | 80 | 125 | 185 | 263 |
Total other comprehensive (loss)/income | 19 | (19) | 21 | (18) |
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | 19 | (19) | 21 | (18) |
Total comprehensive income/(loss) | 106 | 206 | 245 | |
Total comprehensive (loss)/income attributable to Nielsen stockholders | 99 | 106 | 206 | 245 |
Guarantor | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | 899 | 892 | 1,769 | 1,748 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 359 | 357 | 734 | 695 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 235 | 234 | 469 | 489 |
Depreciation and amortization | 129 | 132 | 261 | 258 |
Restructuring charges | 21 | 3 | 32 | 18 |
Operating income | 155 | 166 | 273 | 288 |
Interest income | 8 | 8 | 18 | 17 |
Interest expense | (174) | (231) | (328) | (453) |
Foreign currency exchange transaction losses, net | (1) | (2) | (1) | (3) |
Other (expense)/income, net | 120 | (2) | 120 | (16) |
Income from continuing operations before income taxes and equity in net loss of affiliates | 108 | (61) | 82 | (167) |
(Provision)/benefit for income taxes | (22) | 13 | (20) | 57 |
Equity in net income/(loss) of subsidiaries | (14) | 180 | 83 | 314 |
Equity in net (loss)/income of affiliates | (1) | (1) | ||
Net income | 72 | 131 | 145 | 203 |
Net income attributable to Nielsen stockholders | 72 | 131 | 145 | 203 |
Total other comprehensive (loss)/income | (129) | 83 | (75) | 160 |
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | (129) | 83 | (75) | 160 |
Total comprehensive income/(loss) | 214 | 70 | 363 | |
Total comprehensive (loss)/income attributable to Nielsen stockholders | (57) | 214 | 70 | 363 |
Non-Guarantor | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | 748 | 752 | 1,488 | 1,422 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 339 | 321 | 683 | 644 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 258 | 239 | 516 | 456 |
Depreciation and amortization | 33 | 30 | 68 | 59 |
Restructuring charges | 44 | 6 | 57 | 23 |
Operating income | 74 | 156 | 164 | 240 |
Interest income | 3 | 2 | 4 | 3 |
Interest expense | (9) | (10) | (20) | (19) |
Foreign currency exchange transaction losses, net | (3) | (5) | (3) | (6) |
Other (expense)/income, net | (119) | 5 | (117) | 21 |
Income from continuing operations before income taxes and equity in net loss of affiliates | (54) | 148 | 28 | 239 |
(Provision)/benefit for income taxes | (8) | (56) | (37) | (97) |
Equity in net (loss)/income of affiliates | (1) | 1 | (1) | 1 |
Net income | (63) | 93 | (10) | 143 |
Less net income attributable to noncontrolling interests | 4 | 2 | 7 | 4 |
Net income attributable to Nielsen stockholders | (67) | 91 | (17) | 139 |
Total other comprehensive (loss)/income | (151) | 98 | (92) | 176 |
Total other comprehensive (loss)/income attributable to noncontrolling interests | (4) | 2 | (2) | 5 |
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | (147) | 96 | (90) | 171 |
Total comprehensive income/(loss) | 192 | (102) | 319 | |
Comprehensive income attributable to noncontrolling interests | 4 | 5 | 9 | |
Total comprehensive (loss)/income attributable to Nielsen stockholders | (214) | 188 | (107) | 310 |
Consolidation Eliminations | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest income | (175) | (237) | (335) | (463) |
Interest expense | 175 | 237 | 335 | 463 |
Equity in net income/(loss) of subsidiaries | (85) | (347) | (313) | (605) |
Net income | (85) | (347) | (313) | (605) |
Net income attributable to Nielsen stockholders | (85) | (347) | (313) | (605) |
Total other comprehensive (loss)/income | 257 | (160) | 144 | (313) |
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders | 257 | (160) | 144 | (313) |
Total comprehensive income/(loss) | (508) | (169) | (918) | |
Total comprehensive (loss)/income attributable to Nielsen stockholders | $ 172 | $ (508) | $ (169) | $ (918) |
Guarantor Financial Informati68
Guarantor Financial Information - Condensed Consolidated Balance Sheet (Unaudited) (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||||
Cash and cash equivalents | $ 394 | $ 656 | $ 510 | $ 754 |
Trade and other receivables, net | 1,320 | 1,280 | ||
Prepaid expenses and other current assets | 406 | 346 | ||
Total current assets | 2,120 | 2,282 | ||
Non-current assets | ||||
Property, plant and equipment, net | 471 | 482 | ||
Goodwill | 8,441 | 8,495 | ||
Other intangible assets, net | 5,068 | 5,077 | ||
Deferred tax assets | 169 | 170 | ||
Other non-current assets | 429 | 360 | ||
Total assets | 16,698 | 16,866 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 977 | 1,141 | ||
Deferred revenues | 361 | 361 | ||
Income tax liabilities | 108 | 111 | ||
Current portion of long-term debt, capital lease obligations and short-term borrowings | 343 | 84 | ||
Total current liabilities | 1,789 | 1,697 | ||
Non-current liabilities | ||||
Long-term debt and capital lease obligations | 8,321 | 8,357 | ||
Deferred tax liabilities | 1,416 | 1,435 | ||
Other non-current liabilities | 927 | 934 | ||
Total liabilities | 12,453 | 12,423 | ||
Total stockholders’ equity | 4,049 | 4,245 | ||
Noncontrolling interests | 196 | 198 | ||
Total equity | 4,245 | 4,443 | ||
Total liabilities and equity | 16,698 | 16,866 | ||
Parent | ||||
Current assets | ||||
Cash and cash equivalents | 2 | 2 | 3 | 5 |
Prepaid expenses and other current assets | 1 | |||
Intercompany receivables | 2 | 4 | ||
Total current assets | 5 | 6 | ||
Non-current assets | ||||
Deferred tax assets | 1 | 1 | ||
Equity investment in subsidiaries | 4,019 | 4,213 | ||
Intercompany loans | 25 | 25 | ||
Total assets | 4,050 | 4,245 | ||
Current liabilities | ||||
Intercompany payables | 1 | |||
Total current liabilities | 1 | |||
Non-current liabilities | ||||
Total liabilities | 1 | |||
Total stockholders’ equity | 4,049 | 4,245 | ||
Total equity | 4,049 | 4,245 | ||
Total liabilities and equity | 4,050 | 4,245 | ||
Issuers | ||||
Current assets | ||||
Cash and cash equivalents | 1 | 1 | 1 | 1 |
Prepaid expenses and other current assets | 5 | |||
Intercompany receivables | 1,324 | 1,187 | ||
Total current assets | 1,330 | 1,188 | ||
Non-current assets | ||||
Other non-current assets | 32 | 17 | ||
Equity investment in subsidiaries | 1,236 | 1,210 | ||
Intercompany loans | 8,608 | 8,608 | ||
Total assets | 11,206 | 11,023 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 52 | 61 | ||
Current portion of long-term debt, capital lease obligations and short-term borrowings | 47 | 35 | ||
Intercompany payables | 2 | 2 | ||
Total current liabilities | 101 | 98 | ||
Non-current liabilities | ||||
Long-term debt and capital lease obligations | 8,206 | 8,237 | ||
Deferred tax liabilities | 71 | 71 | ||
Intercompany loans | 62 | |||
Total liabilities | 8,378 | 8,468 | ||
Total stockholders’ equity | 2,828 | 2,555 | ||
Total equity | 2,828 | 2,555 | ||
Total liabilities and equity | 11,206 | 11,023 | ||
Guarantor | ||||
Current assets | ||||
Cash and cash equivalents | 13 | 69 | (5) | 219 |
Trade and other receivables, net | 501 | 464 | ||
Prepaid expenses and other current assets | 252 | 211 | ||
Intercompany receivables | 309 | 325 | ||
Total current assets | 1,075 | 1,069 | ||
Non-current assets | ||||
Property, plant and equipment, net | 312 | 309 | ||
Goodwill | 6,100 | 6,100 | ||
Other intangible assets, net | 4,557 | 4,545 | ||
Deferred tax assets | 9 | |||
Other non-current assets | 314 | 263 | ||
Equity investment in subsidiaries | 4,554 | 4,583 | ||
Intercompany loans | 352 | 424 | ||
Total assets | 17,273 | 17,293 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 443 | 560 | ||
Deferred revenues | 231 | 231 | ||
Income tax liabilities | 26 | 62 | ||
Current portion of long-term debt, capital lease obligations and short-term borrowings | 290 | 44 | ||
Intercompany payables | 1,405 | 1,345 | ||
Total current liabilities | 2,395 | 2,242 | ||
Non-current liabilities | ||||
Long-term debt and capital lease obligations | 99 | 101 | ||
Deferred tax liabilities | 1,318 | 1,296 | ||
Intercompany loans | 8,771 | 8,774 | ||
Other non-current liabilities | 671 | 667 | ||
Total liabilities | 13,254 | 13,080 | ||
Total stockholders’ equity | 4,019 | 4,213 | ||
Total equity | 4,019 | 4,213 | ||
Total liabilities and equity | 17,273 | 17,293 | ||
Non-Guarantor | ||||
Current assets | ||||
Cash and cash equivalents | 378 | 584 | $ 511 | $ 529 |
Trade and other receivables, net | 819 | 816 | ||
Prepaid expenses and other current assets | 148 | 135 | ||
Intercompany receivables | 80 | 155 | ||
Total current assets | 1,425 | 1,690 | ||
Non-current assets | ||||
Property, plant and equipment, net | 159 | 173 | ||
Goodwill | 2,341 | 2,395 | ||
Other intangible assets, net | 511 | 532 | ||
Deferred tax assets | 159 | 169 | ||
Other non-current assets | 83 | 80 | ||
Intercompany loans | 138 | 140 | ||
Total assets | 4,816 | 5,179 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 482 | 520 | ||
Deferred revenues | 130 | 130 | ||
Income tax liabilities | 82 | 49 | ||
Current portion of long-term debt, capital lease obligations and short-term borrowings | 6 | 5 | ||
Intercompany payables | 307 | 324 | ||
Total current liabilities | 1,007 | 1,028 | ||
Non-current liabilities | ||||
Long-term debt and capital lease obligations | 16 | 19 | ||
Deferred tax liabilities | 27 | 68 | ||
Intercompany loans | 352 | 361 | ||
Other non-current liabilities | 256 | 267 | ||
Total liabilities | 1,658 | 1,743 | ||
Total stockholders’ equity | 2,962 | 3,238 | ||
Noncontrolling interests | 196 | 198 | ||
Total equity | 3,158 | 3,436 | ||
Total liabilities and equity | 4,816 | 5,179 | ||
Consolidation Eliminations | ||||
Current assets | ||||
Intercompany receivables | (1,715) | (1,671) | ||
Total current assets | (1,715) | (1,671) | ||
Non-current assets | ||||
Equity investment in subsidiaries | (9,809) | (10,006) | ||
Intercompany loans | (9,123) | (9,197) | ||
Total assets | (20,647) | (20,874) | ||
Current liabilities | ||||
Intercompany payables | (1,715) | (1,671) | ||
Total current liabilities | (1,715) | (1,671) | ||
Non-current liabilities | ||||
Intercompany loans | (9,123) | (9,197) | ||
Total liabilities | (10,838) | (10,868) | ||
Total stockholders’ equity | (9,809) | (10,006) | ||
Total equity | (9,809) | (10,006) | ||
Total liabilities and equity | $ (20,647) | $ (20,874) |
Guarantor Financial Informati69
Guarantor Financial Information - Condensed Consolidated Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by operating activities | $ 125 | $ 266 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (30) | (581) |
Additions to property, plant and equipment and other assets | (44) | (31) |
Additions to intangible assets | (202) | (175) |
Proceeds from the sale of property, plant and equipment and other assets | 28 | |
Other investing activities | (1) | |
Net cash used in investing activities | (276) | (760) |
Financing activities: | ||
Net borrowings under revolving credit facility | 246 | 101 |
Repayment of debt | (799) | (2,282) |
Proceeds from issuances of debt, net of issuance costs | 781 | 2,745 |
Decrease in other short-term borrowings | (5) | |
Cash dividends paid to stockholders | (246) | (232) |
Repurchase of common stock | (60) | (84) |
Activity under stock plans | 18 | 16 |
Proceeds from employee stock purchase plan | 3 | 3 |
Capital leases | (40) | (31) |
Settlement of intercompany and other financing activities | (11) | (8) |
Net cash (used in)/provided by financing activities | (108) | 223 |
Effect of exchange-rate changes on cash and cash equivalents | (3) | 27 |
Net decrease in cash and cash equivalents | (262) | (244) |
Cash and cash equivalents at beginning of period | 656 | 754 |
Cash and cash equivalents at end of period | 394 | 510 |
Parent | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by operating activities | (1) | (45) |
Financing activities: | ||
Cash dividends paid to stockholders | (246) | (232) |
Repurchase of common stock | (60) | (84) |
Activity under stock plans | 23 | 21 |
Proceeds from employee stock purchase plan | 3 | 3 |
Settlement of intercompany and other financing activities | 281 | 335 |
Net cash (used in)/provided by financing activities | 1 | 43 |
Net decrease in cash and cash equivalents | (2) | |
Cash and cash equivalents at beginning of period | 2 | 5 |
Cash and cash equivalents at end of period | 2 | 3 |
Issuers | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by operating activities | 26 | 110 |
Financing activities: | ||
Repayment of debt | (798) | (2,281) |
Proceeds from issuances of debt, net of issuance costs | 781 | 2,745 |
Settlement of intercompany and other financing activities | (9) | (574) |
Net cash (used in)/provided by financing activities | (26) | (110) |
Cash and cash equivalents at beginning of period | 1 | 1 |
Cash and cash equivalents at end of period | 1 | 1 |
Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by operating activities | (16) | 93 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (3) | (563) |
Additions to property, plant and equipment and other assets | (27) | (17) |
Additions to intangible assets | (171) | (146) |
Proceeds from the sale of property, plant and equipment and other assets | 28 | |
Other investing activities | 5 | (1) |
Net cash used in investing activities | (196) | (699) |
Financing activities: | ||
Net borrowings under revolving credit facility | 246 | 101 |
Activity under stock plans | (5) | (5) |
Capital leases | (37) | (30) |
Settlement of intercompany and other financing activities | (48) | 319 |
Net cash (used in)/provided by financing activities | 156 | 385 |
Effect of exchange-rate changes on cash and cash equivalents | (3) | |
Net decrease in cash and cash equivalents | (56) | (224) |
Cash and cash equivalents at beginning of period | 69 | 219 |
Cash and cash equivalents at end of period | 13 | (5) |
Non-Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash provided by operating activities | 116 | 108 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (27) | (18) |
Additions to property, plant and equipment and other assets | (17) | (14) |
Additions to intangible assets | (31) | (29) |
Other investing activities | (5) | |
Net cash used in investing activities | (80) | (61) |
Financing activities: | ||
Repayment of debt | (1) | (1) |
Decrease in other short-term borrowings | (5) | |
Capital leases | (3) | (1) |
Settlement of intercompany and other financing activities | (235) | (88) |
Net cash (used in)/provided by financing activities | (239) | (95) |
Effect of exchange-rate changes on cash and cash equivalents | (3) | 30 |
Net decrease in cash and cash equivalents | (206) | (18) |
Cash and cash equivalents at beginning of period | 584 | 529 |
Cash and cash equivalents at end of period | $ 378 | $ 511 |