Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2022shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q1 |
Title of 12(b) Security | Ordinary shares, par value €0.07 per share |
Trading Symbol | NLSN |
Security Exchange Name | NYSE |
Entity Registrant Name | Nielsen Holdings plc |
Entity Central Index Key | 0001492633 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Tax Identification Number | 98-1225347 |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity File Number | 001-35042 |
Entity Address, Address Line One | 675 Avenue of the Americas |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10010 |
City Area Code | 410 |
Local Phone Number | 717-7134 |
Entity Interactive Data Current | Yes |
Entity Incorporation, State or Country Code | X0 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Common Stock, Shares Outstanding | 359,693,302 |
Other Address | |
Document Information [Line Items] | |
Entity Address, Address Line One | 5th Floor Endeavour House |
Entity Address, Address Line Two | 189 Shaftesbury Avenue |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | WC2H 8JR |
City Area Code | 410 |
Local Phone Number | 717-7134 |
Entity Address, Country | GB |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenues | $ 877 | $ 863 | |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 314 | 277 | |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 224 | 206 | |
Depreciation and amortization | 130 | 127 | |
Restructuring charges | [1] | 12 | |
Operating income | 197 | 253 | |
Interest expense, net | 66 | 80 | |
Other (income)/expense, net | (9) | 4 | |
Income from continuing operations before income taxes and net income of affiliates | 140 | 169 | |
Provision for income taxes | 33 | 60 | |
Equity in net income of affiliates | (4) | ||
Net income from continuing operations | 111 | 109 | |
Net income from discontinued operations, net of income taxes | 4 | 467 | |
Net income | 115 | 576 | |
Net income attributable to noncontrolling interests | 10 | 3 | |
Net income attributable to Nielsen shareholders | $ 105 | $ 573 | |
Net income per share of common stock, basic | |||
Net income from continuing operations attributable to Nielsen shareholders | $ 0.28 | $ 0.30 | |
Net income from discontinued operations attributable to Nielsen shareholders | 0.01 | 1.30 | |
Net income attributable to Nielsen shareholders | 0.29 | 1.60 | |
Net income per share of common stock, diluted | |||
Net income from continuing operations attributable to Nielsen shareholders | 0.28 | 0.29 | |
Net income from discontinued operations attributable to Nielsen shareholders | 0.01 | 1.30 | |
Net income attributable to Nielsen shareholders | $ 0.29 | $ 1.59 | |
Weighted-average shares of common stock outstanding | |||
Basic | 359,531,490 | 357,944,731 | |
Diluted | 360,662,265 | 360,189,322 | |
[1] | For the three months ended March 31, 2022, restructuring charges primarily consist of real estate consolidation. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 115 | $ 576 |
Other comprehensive income, net of tax | ||
Foreign currency translation adjustments | (11) | 228 |
Changes in the fair value of cash flow hedges | 13 | 5 |
Net unrealized pension and other postretirement benefits, net of tax | 3 | 144 |
Total other comprehensive income | 5 | 377 |
Total comprehensive income | 120 | 953 |
Less: comprehensive income attributable to noncontrolling interests | 11 | 1 |
Total comprehensive income attributable to Nielsen shareholders | $ 109 | $ 952 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 482 | $ 380 |
Trade and other receivables, net | 543 | 517 |
Prepaid expenses and other current assets | 256 | 243 |
Total current assets | 1,281 | 1,140 |
Non-current assets | ||
Property, plant and equipment, net | 266 | 273 |
Operating lease right-of-use asset | 124 | 144 |
Goodwill | 5,593 | 5,599 |
Other intangible assets, net | 3,421 | 3,462 |
Deferred tax assets | 50 | 55 |
Other non-current assets | 147 | 147 |
Total assets | 10,882 | 10,820 |
Current liabilities | ||
Accounts payable and other current liabilities | 454 | 478 |
Deferred revenues | 145 | 131 |
Income tax liabilities | 21 | 13 |
Current portion of long-term debt, finance lease obligations and short-term borrowings | 35 | 35 |
Total current liabilities | 655 | 657 |
Non-current liabilities | ||
Long-term debt and finance lease obligations | 5,588 | 5,591 |
Deferred tax liabilities | 560 | 561 |
Operating lease liabilities | 118 | 126 |
Other non-current liabilities | 364 | 389 |
Total liabilities | 7,285 | 7,324 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity | ||
Common stock, €0.07 par value, 1,185,800,000 shares authorized; 359,693,302 and 359,267,580 shares issued and 359,693,302 and 359,267,535 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 32 | 32 |
Additional paid-in capital | 4,256 | 4,273 |
Retained earnings/(accumulated deficit) | (148) | (253) |
Accumulated other comprehensive loss, net of income taxes | (734) | (738) |
Total shareholders’ equity | 3,406 | 3,314 |
Noncontrolling interests | 191 | 182 |
Total equity | 3,597 | 3,496 |
Total liabilities and equity | $ 10,882 | $ 10,820 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - € / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | € 0.07 | € 0.07 |
Common stock, shares authorized | 1,185,800,000 | 1,185,800,000 |
Common stock, shares issued | 359,693,302 | 359,267,580 |
Common stock, shares outstanding | 359,693,302 | 359,267,535 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating Activities | |||
Net income from continuing operations | $ 111 | $ 109 | |
Net income/(loss) from discontinued operations | 4 | (75) | |
Gain on disposal of Global Connect, net of tax, within discontinued operations | 542 | $ 489 | |
Net income | 115 | 576 | |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | |||
Share-based compensation expense | 8 | 8 | |
(Gain) on sale of discontinued operations, net of tax | (542) | (489) | |
Currency exchange rate differences on financial transactions and other (gains)/losses | (9) | 11 | |
Equity in net income of affiliates, net of dividends received | (4) | (1) | |
Depreciation and amortization | 130 | 163 | |
Changes in operating assets and liabilities, net of effect of businesses acquired and divested: | |||
Trade and other receivables, net | (16) | (57) | |
Prepaid expenses and other assets | 16 | (71) | |
Accounts payable and other current liabilities and deferred revenues | (7) | (147) | |
Other non-current liabilities | (19) | (17) | |
Interest payable | 31 | ||
Income taxes | 5 | 1 | |
Net cash provided by/(used in) operating activities | 219 | (45) | |
Investing Activities | |||
Proceeds from the sale of subsidiaries and affiliates, net | 1 | 2,245 | |
Additions to property, plant and equipment and other assets | (17) | (7) | |
Additions to intangible assets | (65) | (82) | |
Proceeds from the sale of property, plant and equipment and other assets | 3 | ||
Other investing activities | (1) | ||
Net cash (used in)/provided by investing activities | (81) | 2,158 | |
Financing Activities | |||
Repayment of debt | (1,478) | ||
Cash dividends paid to shareholders | (22) | (21) | |
Payments related to tax withholding for share-based payment arrangements | (4) | (7) | |
Proceeds from employee stock purchase plan | 1 | ||
Finance leases | (7) | (14) | |
Other financing activities | (4) | (3) | |
Net cash used in financing activities | (36) | (1,523) | |
Effect of exchange-rate changes on cash and cash equivalents | (3) | ||
Net increase in cash and cash equivalents | 102 | 587 | |
Cash and cash equivalents at beginning of period | 380 | 610 | 610 |
Cash and cash equivalents at end of period | 482 | 1,197 | $ 380 |
Supplemental Cash Flow Information | |||
Cash paid for income taxes | 28 | 38 | |
Cash paid for interest, net of amounts capitalized | $ 66 | $ 57 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income/(Loss), Net Currency Translation Adjustments | Accumulated Other Comprehensive Income/(Loss), Net Cash Flow Hedges | Accumulated Other Comprehensive Income/(Loss), Net Post Employment Benefits | Total Nielsen Shareholders' Equity | Noncontrolling Interests |
Balance at Dec. 31, 2020 | $ 2,243 | $ 32 | $ 4,340 | $ (1,216) | $ (821) | $ (39) | $ (245) | $ 2,051 | $ 192 |
Net income | 576 | 573 | 573 | 3 | |||||
Currency translation adjustments, net of tax | (5) | (3) | (3) | (2) | |||||
Cash flow hedges, net of tax | 5 | 5 | 5 | ||||||
Net unrealized pension and other postretirement benefits, net of tax | 3 | 3 | 3 | ||||||
Other Comprehensive Income gain/(loss) on disposition, net of tax | 374 | 233 | 141 | 374 | |||||
Dividends to shareholders | (24) | (21) | (21) | (3) | |||||
Payments related to tax withholding for share-based payment arrangements | (4) | (4) | (4) | ||||||
Share-based compensation expense | 7 | 7 | 7 | ||||||
Other | (5) | (8) | (8) | 3 | |||||
Balance at Mar. 31, 2021 | 3,170 | 32 | 4,314 | (643) | (591) | (34) | (101) | 2,977 | 193 |
Balance at Dec. 31, 2021 | 3,496 | 32 | 4,273 | (253) | (647) | (18) | (73) | 3,314 | 182 |
Net income | 115 | 105 | 105 | 10 | |||||
Currency translation adjustments, net of tax | (11) | (23) | 11 | (12) | 1 | ||||
Cash flow hedges, net of tax | 13 | 13 | 13 | ||||||
Net unrealized pension and other postretirement benefits, net of tax | 3 | 3 | 3 | ||||||
Employee stock purchase plan | 1 | 1 | 1 | ||||||
Dividends to shareholders | (24) | (22) | (22) | (2) | |||||
Payments related to tax withholding for share-based payment arrangements | (4) | (4) | (4) | ||||||
Share-based compensation expense | 8 | 8 | 8 | ||||||
Balance at Mar. 31, 2022 | $ 3,597 | $ 32 | $ 4,256 | $ (148) | $ (670) | $ (5) | $ (59) | $ 3,406 | $ 191 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Stockholders Equity [Abstract] | ||
Currency translation adjustments, tax | $ 0 | $ (3) |
Cash flow hedges, tax | (4) | (3) |
Net unrealized pension and other postretirement benefits, tax | $ (2) | |
Net unrealized pension and other postretirement benefits, tax | (1) | |
Other Comprehensive Income gain/(loss) on disposition, tax | $ (42) | |
Dividends to shareholders, per share of common stock | $ 0.06 | $ 0.06 |
Background and Basis of Present
Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | Note Background Nielsen Holdings plc (“Nielsen” or the “Company”), together with its subsidiaries, serves the world’s media and content ecosystem and is a global leader in audience measurement, data and analytics. Through Nielsen’s understanding of people and their behaviors across all channels and platforms, Nielsen empowers its clients with independent and actionable intelligence so they can connect and engage with their audiences—now and into the future. Nielsen provides a holistic and objective understanding of the media industry to its various client segments. Nielsen’s data is used by its publishing clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content. Nielsen’s data is used by its marketer and advertiser agency clients to plan and optimize their spend and is used by its content creator clients to inform decisions and identify trends. An S&P 500 company, Nielsen has operations in more than 55 countries, with its registered office located in London, the United Kingdom and headquarters located in New York, United States. Proposed Transaction with Consortium of Private Investment Funds On March 28, 2022, Nielsen entered into a definitive agreement (the “Transaction Agreement”) to be acquired by Neptune Intermediate Jersey Limited and Neptune BidCo US Inc. (collectively, the “Purchasing Entities”) by way of a scheme of arrangement (the “Scheme”) between the Company and the Scheme Shareholders (as defined in the Scheme) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “Companies Act 2006”). The Purchasing Entities are controlled by a consortium of private investment funds led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P., together with institutional partners. The Proposed Transaction Agreement provides that at the effective time of the Proposed Transaction, all ordinary shares will be transferred from Nielsen’s shareholders to Neptune BidCo US Inc. in accordance with the provisions of the Scheme and the laws of England and Wales (the “Proposed Transaction”), and that Scheme Shareholders will receive the consideration of $28.00 in cash, without interest, per ordinary share. The Proposed Transaction is subject to approval by Nielsen shareholders, regulatory approvals, consultation with the works council and other customary closing conditions. The Proposed Transaction will also be subject to UK court approval pursuant to a scheme of arrangement. Alternatively, pursuant to the Transaction Agreement, the parties may elect instead to complete the Proposed Transaction pursuant to an agreed-upon tender offer. If the closing conditions are met, the Proposed Transaction is expected to close in the second half of 2022. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States (“GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to March 31, 2022 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided. Earnings per Share Basic net income per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock primarily consist of employee stock options and restricted stock units. Three Months Ended March 31, 2022 2021 Weighted-average shares of common stock outstanding, basic 359,531,490 357,944,731 Dilutive shares of common stock 1,130,775 2,244,591 Weighted-average shares of common stock outstanding, diluted 360,662,265 360,189,322 The effect of 1,593,609 and 2,781,930 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2022 and 2021, respectively, as such shares would have been anti-dilutive. Discontinued Operations We consider assets to be held for sale when management, having the authority through shareholder approval, commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, we record the carrying value of an asset at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with GAAP, assets held for sale are not depreciated or amortized . If the disposal of the component of an entity (or group of components) represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, it meets the criteria for discontinued operations. The results of discontinued operations, as well as any gain or loss on the disposal transaction, are presented separately, net of tax, from the results of continuing operations for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the discontinued segment that may be reasonably segregated from the costs of the ongoing operations of the Company. Certain corporate costs directly attributable to the discontinued operations and transaction costs directly related to the sale are also presented within net income/(loss) from discontinued operations, net of income taxes. Beginning in the first quarter of 2021, represented a separate segment and approximately 50% of our consolidated revenues, we considered this to be a strategic shift. |
Summary of Recent Accounting Pr
Summary of Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Recent Accounting Pronouncements | Note Reference Rate Reform - On March 12, 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASC 848 contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer, which generally occurs over time. Substantially all of the Company’s customer contracts are non-cancelable and non-refundable. Reve nue is primarily generated from television, radio, digital and mobile audience measurement services and analytics , which are used by the Company’s clients to establish the value of airtime and more effectively schedule and promote their programming and the Company’s advertising clients to plan and optimize their spending. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, revenues for these services are recognized over the period during which the performance obligations are satisfied and control of the service is transferred to the customer. The Company enters into cooperation arrangements with certain customers, under which the customer provides Nielsen with its data in exchange for Nielsen’s services. Nielsen records these transactions at fair value, which is determined based on the fair value of goods or services received, if reasonably estimable. If not reasonably estimable, the Company considers the fair value of the goods or services surrendered. The table below sets forth the Company’s revenue disaggregated by major product offerings and timing of revenue recognition for the three months ended March 31, 2022 and 2021. (IN MILLIONS) (UNAUDITED) 2022 2021 Measurement $ 645 $ 632 Impact/Content 232 231 Total $ 877 $ 863 Timing of revenue recognition Products transferred at a point in time $ 93 $ 83 Products and services transferred over time 784 780 Total $ 877 $ 863 Contract Assets and Liabilities Contract assets represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. While the Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied, under certain circumstances the related billing occurs in arrears, generally within one month of the services being rendered. At the inception of a contract, the Company generally expects the period between when it transfers its services to its customers and when the customer pays for such services will be one year or less. Contract liabilities relate to advance consideration received or the right to consideration that is unconditional from customers for which revenue is recognized when the performance obligation is satisfied and control transferred to the customer . The table below sets forth the Company’s contract assets and contract liabilities from contracts with customers. (IN MILLIONS) Contract assets Balance December 31, 2021 $ 97 Revenue recognized that was not billed for the period 91 Contract assets included in December 31, 2021 balance that were invoiced and transferred to trade receivables for the period (72 ) Balance March 31, 2022 $ 116 Contract liabilities Balance December 31, 2021 $ 131 Advance consideration received or the right to consideration that is unconditional from customers for which revenue was not recognized for the period 108 Revenue recognized for the period that was included in the contract liability balance as of December 31, 2021 (94 ) Balance March 31, 2022 $ 145 Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2022, approximately $3.9 billion of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for our services. This amount excludes variable consideration allocated to performance obligations related to sales and usage based royalties on licenses of intellectual property. The Company expects to recognize revenue on approximately 80% of these remaining performance obligations through December 31, 2023, with the balance recognized thereafter. Deferred Costs Incremental direct costs incurred to build the infrastructure to service new contracts are capitalized as a contract cost. As of March 31, 2022 and December 31, 2021, the balances of such capitalized costs were $37 million and $31 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. We amortized $0.3 million of these costs for the three months ended March 31, 2022. For the three months ended March 31, 2021, there was no amortization recorded given that the Company has not yet begun to transfer the goods and services associated with these capitalized costs Expected Credit Losses Nielsen is required to measure expected credit losses on trade accounts receivable. Nielsen considered the asset’s contractual life, the risk of loss and reasonable and supportable forecasts of future economic The following schedule represents the allowance for doubtful accounts roll forward incorporating expected credit losses as of March 31, 2022 and December 31, 2021, respectively. (IN MILLIONS) Balance Charges to Deductions Effect of Balance at Allowance for doubtful accounts Three months ended March 31, 2022 $ 6 $ - $ - $ - $ 6 Year ended December 31, 2021 $ 11 $ (4 ) $ - $ (1 ) $ 6 |
Other Intangible Assets
Other Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Note Other Intangible Assets Gross Amounts Accumulated Amortization March 31, December 31, March 31, December 31, (IN MILLIONS) 2022 2021 2022 2021 Indefinite-lived intangibles: Trade names and trademarks $ 1,833 $ 1,833 $ — $ — Amortized intangibles: Trade names and trademarks 110 110 (97 ) (96 ) Customer-related intangibles 2,558 2,558 (1,717 ) (1,689 ) Covenants-not-to-compete 26 26 (26 ) (26 ) Content databases 168 168 (70 ) (67 ) Computer software 1,634 1,572 (1,017 ) (947 ) Patents and other 149 148 (130 ) (128 ) Total $ 4,645 $ 4,582 $ (3,057 ) $ (2,953 ) Other indefinite-lived intangible assets and goodwill are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. There were no indicators of impairment during the first quarter of 2022. During the first quarter of 2021, pursuant to Nielsen’s sale of its Global Connect business (such business, “Global Connect,” and the sale of Global Connect, the “Connect Transaction”) to affiliates of Advent International Corporation (“Advent”) on March 5, 2021, Nielsen granted Advent a license to brand its products and services with the Nielsen name and other trademarks for 20 years following the closing of the Connect Transaction. There was an indefinite-lived trade name historically recognized within the Global Connect segment. However, as this indefinite-lived trade name was retained by Nielsen as part of the Connect Transaction, the trade name was included within continuing operations. During the first quarter of 2021, Nielsen concluded that there was a triggering event for an interim impairment assessment as a result of the change in unit of account of the indefinite-lived intangibles as a result of the sale of Global Connect. The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates , estimated future revenue (inclusive of long-term revenue growth rates) and discount rate. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. The discount rate Nielsen used in its evaluation was 10.1 %. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace. Based on the interim impai rment assessment as of March 2021, Nielsen concluded that the estimated fair value exceeded carrying value , thus no impairment was recorded . Nielsen will continue to closely evaluate and report on any indicators of future impairments . There was no impairment or indicators of impairment noted in 2022 with respect to the Company’s amortizable intangible assets. Nielsen will continue to closely evaluate and report on any indicators of future impairments. Amortization expense associated with the above intangible assets was $105 million and $102 million for the three months ended March 31, 2022 and 2021, respectively. These amounts included amortization expense associated with computer software of $70 million and $65 million for the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, the net book value of purchased software and internally developed software was $9 million and $608 million, respectively. |
Changes in and Reclassification
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component | Note The table below summarizes the changes in accumulated other comprehensive income/(loss), net of tax, by component for the three months ended March 31, 2022 and 2021. Currency Translation Post-Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2021 $ (647 ) $ (18 ) $ (73 ) $ (738 ) Other comprehensive (loss)/income before reclassifications (22 ) 9 13 — Amounts reclassified from accumulated other comprehensive loss — 4 1 5 Net current period other comprehensive (loss)/income (22 ) 13 14 5 Net current period other comprehensive income attributable to noncontrolling interest 1 — — 1 Net current period other comprehensive (loss)/income attributable to Nielsen shareholders (23 ) 13 14 4 Balance March 31, 2022 $ (670 ) $ (5 ) $ (59 ) $ (734 ) Currency Translation Post-Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2020 $ (821 ) $ (39 ) $ (245 ) $ (1,105 ) Other comprehensive (loss)/income before Reclassifications (5 ) 1 — (4 ) Amounts reclassified from accumulated other comprehensive loss 233 4 144 381 Net current period other comprehensive income 228 5 144 377 Net current period other comprehensive loss attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive income attributable to Nielsen shareholders 230 5 144 379 Balance March 31, 2021 $ (591 ) $ (34 ) $ (101 ) $ (726 ) The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended March 31, 2022 and 2021, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss/(Income) Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components March 31, 2022 March 31, 2021 Statement of Operations Currency Translation Adjustments Currency translation (gains)/losses on dispositions (2) $ — $ 233 Net income/(loss) from discontinued operations Cash flow hedges Interest rate contracts $ 5 $ 6 Interest (income)/expense (1 ) (2 ) (Benefit)/provision for income taxes $ 4 $ 4 Total, net of tax Post-Employment Benefits Amortization of actuarial loss (1) $ 3 $ 4 Other expense, net (2 ) (1 ) (Benefit)/provision for income taxes $ 1 $ 3 Total, net of tax Unrealized (gains)/losses on pension liability on dispositions (2) $ — $ 183 Net income/(loss) from discontinued operations — (42 ) (Benefit)/provision for income taxes $ — $ 141 Total, net of tax Total Post-Employment Benefits reclassified from accumulated other comprehensive (income)/loss $ 1 $ 144 Total reclassification for the period $ 5 $ 381 Net of tax (1) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. (2) The sale of Global Connect resulted in a total reclassification from accumulated other comprehensive income of $374 million, including accumulated currency translation adjustment of $233 million, and unrealized gain on pension liability of $141 million, net of taxes for the three months ended March 31, 2021 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance . There are three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable and may not be corroborated by market data. Financial Assets and Liabilities Measured on a Recurring Basis The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. In addition, the Company records changes in the fair value of equity investments with readily determinable fair values in net income rather than in accumulated other comprehensive income/(loss). Investments that do not have readily determinable fair values are recognized at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adjustments related to the observable price changes will also be recognized in net income . The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021: March 31, (IN MILLIONS) 2022 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) $ 23 $ 23 $ — $ — Investment in mutual funds (2) 1 1 — — Warrant ( 3 ) 6 — — 6 Total $ 30 $ 24 $ — $ 6 Liabilities: Interest rate swap arrangements ( 4 ) Other current liabilities $ 2 $ — $ 2 $ — Other non-current liabilities 3 — 3 — Deferred compensation liabilities ( 5 ) 23 23 — — Total $ 28 $ 23 $ 5 $ — December 31, 2021 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 24 24 — — Investment in mutual funds (2) 1 1 — — Warrant ( 3 ) 6 — — 6 Total $ 31 $ 25 — 6 Liabilities: Interest rate swap arrangements ( 4 ) Other current liabilities $ 4 $ — $ 4 $ — Other non-current liabilities 18 — 18 — Deferred compensation liabilities ( 5 ) 24 24 — — Total $ 46 $ 24 $ 22 — (1) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as equity securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net in the 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 ) T he warrant to purchase equity interests in the company that, following the Connect Transaction, owns Global Connect, which was issued on March 5, 2021 in connection with the Connect Transaction (the “Connect Warrant”), was part of the proceeds related to the sale of Global Connect and included in the net gain on sale of Global Connect. The Connect Warrant is marked-to-market each reporting period with the subsequent change in fair value recorded to other income/(expense), net in the consolidated statement of operations. The Connect Warrant is reported within other non-current assets within the consolidated balance sheet. The fair value of the Connect Warrant asset is estimated using a Black-Scholes option-pricing model ( 4 ) 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. ( 5 ) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as equity securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the equity securities is also reflected in the changes in fair value of the deferred compensation obligation. Derivative Financial Instruments Nielsen primarily uses interest rate swap derivative instruments to manage the risk that changes in interest rates will affect the cash flows of its underlying debt obligations. To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets, and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss). Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 7 – 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 pursuant to which the Company could be declared in default on its derivative obligations if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders. At March 31, 2022, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments. Foreign Currency Exchange Risk For each of the three months ended March 31, 2022 and 2021, Nielsen recorded an insignificant net loss associated with foreign currency derivative financial instruments within other (income)/expense, net in its condensed consolidated statements of operations. As of March 31, 2022 and December 31, 2021, the notional amounts of the outstanding foreign currency derivative financial instruments were $34 million and $29 million, respectively. Interest Rate Risk Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction . As of March 31, 2022, the Company had the following U.S. Dollar term loan floating-to-fixed rate outstanding interest rate swaps designated as hedges utilized in the management of its interest rate risk Notional Amount Maturity Date Interest Rates $ 250,000,000 July 2022 2.00 % $ 150,000,000 April 2023 2.26 % $ 250,000,000 May 2023 2.72 % $ 250,000,000 June 2023 2.07 % $ 150,000,000 July 2023 1.82 % The effect of cash flow hedge accounting on the condensed consolidated statement of operations Interest Expense Three Months Ended March 31, (IN MILLIONS) 2022 2021 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 66 $ 80 Amount of loss reclassified from accumulated other comprehensive income into income, net of tax $ 4 $ 4 Nielsen expects to recognize approximately $24 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments. Derivatives in Cash Flow Hedging Relationships The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, 2022 and 2021, respectively, was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of (Gain)/ Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Three Months Ended into Income (Effective Three Months Ended Hedging Relationships March 31, Portion) March 31, (IN MILLIONS) 2022 2021 2022 2021 Interest rate swaps $ (11 ) $ (1 ) Interest expense $ 5 $ 6 |
Long-term Debt and Other Financ
Long-term Debt and Other Financing Arrangements | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Other Financing Arrangements | Note Unless otherwise stated, interest rates are as of March 31, 2022. Annual maturities of Nielsen’s long-term debt are as follows: March 31, 2022 December 31, 2021 Weighted Weighted (IN MILLIONS) Carrying Interest Carrying Interest Senior secured term loans Amount Rate Value Rate Maturing in 2023, L+ 1.75% $ 743 $ 742 Maturing in 2023, L+ 2.00% 1,351 1,351 Maturing in 2023 $850 revolving credit facility, L+ 1.75% — — Total (with weighted-average interest rate) 2,094 2.30 % 2,093 2.10 % Senior debenture loans $500 maturing in 2025, 5.000% 498 498 $1,000 maturing in 2028, 5.625% 987 987 $750 maturing in 2030, 5.875% 740 740 $625 maturing in 2029, 4.500% 616 616 $625 maturing in 2031, 4.750% 616 616 Total (with weighted-average interest rate) 3,457 5.51 % 3,457 5.52 % Total long-term debt 5,551 4.31 % 5,550 4.24 % Finance lease and other financing obligations 72 76 Total debt and other financing arrangements 5,623 5,626 Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings 35 35 Non-current portion of long-term debt and finance lease and other financing obligations $ 5,588 $ 5,591 The total fair value of senior secured term loans and debenture loans was approximately $5,574 million and $5,646 million at March 31, 2022 and December 31, 2021, respectively. 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 April 1, 2022 to December 31, 2022 $ — 2023 2,094 2024 — 2025 498 2026 — 2027 — Thereafter 2,959 $ 5,551 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note Common stock activity is as follows: Three Months Ended March 31, 2022 Actual number of shares of common stock outstanding Beginning of period 359,267,535 Shares of common stock issued through compensation plans 425,767 End of period 359,693,302 Dividends and Share Repurchase Program 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. Under this plan, Nielsen has paid consecutive quarterly cash dividends since 2013. Nielsen paid cash dividends of $22 million and $21 million, or $0.06 per share of common stock, in the three months ended March 31, 2022 and 2021, respectively. Any decision to declare and pay dividends in the future will be made at the discretion of our Board subject to the restrictions set forth in the Transaction Agreement, as applicable, and will be subject to the Board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of our shareholders, and are in compliance with all laws and agreements to which we are subject. On April 14, 2022, the Board declared a cash dividend of $0.06 per share on Nielsen’s common stock. The dividend is payable on June 16, 2022 to shareholders of record at the close of business on June 2, 2022. On February 26, 2022, the Board authorized the repurchase of up to $1 billion of the Company’s ordinary shares. The Board authorization may be suspended, modified or terminated at any time without prior notice subject to compliance with applicable laws and regulation. This share repurchase authorization replaces all previous authorizations. The timing of any repurchases will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading, price, general business and market conditions, and alternative investment opportunities as well the restrictions set forth in the Transaction Agreement. This authorization has been executed within the limitations of the authority granted to Nielsen on August 6, 2015, which was extended by the authority approved by Nielsen’s shareholders at its annual general meetings of shareholders held on May 12, 2020 and May 25, 2021 (the “Authority”), with such Authority to remain in place until the end of the 2022 annual general meeting of shareholders, which is expected to be held on May 17, 2022, or close of business on August 25, 2022, whichever is earlier. Nielsen has requested approval from its shareholders at its 2022 annual general meeting of shareholders to renew this authority for a period of one year. Pursuant to the Authority, the Company may only repurchase ordinary shares in accordance with procedures for “off-market” purchases under the Companies Act 2006 and, in order to be compliant with the Companies Act 2006, share repurchases can only be made pursuant to the terms of one or more share repurchase agreements entered into in either of the forms approved, and with counterparties that have also been approved, by shareholders at the annual general meeting of shareholders. At Nielsen’s 2021 annual general meeting of shareholders, two forms of share repurchase contracts were approved by shareholders. The first provides that the counterparty will purchase shares on the New York Stock Exchange at such prices and in such quantities as the Company may instruct from time to time, subject to the limitations set forth in Rule 10b-18 of the Exchange Act, as amended. The second form of agreement provides that the amount of shares to be purchased each day, the limit price and the total amount that may be purchased under the agreement will be determined at the time the agreement is executed. Both agreements provide that the counterparty will purchase the ordinary shares as principal and sell any ordinary shares purchased to the Company in record form. Any such shares repurchased by the Company pursuant to either form of contract will be cancelled. Nielsen has requested approval from its shareholders at its 2022 annual general meeting of shareholders to approve similar forms of repurchase contracts. There were no share repurchases for the three months ended March 31, 2022 or 2021, and the Board has no present intention to exercise the Authority, as a result of entering into the Transaction Agreement (See Note 1 above). |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The effective tax rates for the three months ended March 31, 2022 and 2021 were 24% ($33 million tax expense) ($60 million tax expense) The estimated liability for unrecognized tax benefits as of March 31, 2022 is $174 million. If the balance of the Company’s tax positions is sustained by the taxing authorities in the Company’s favor, the Company’s effective tax rate would be reduced in future periods by $26 million. The Company files numerous consolidated and separate income tax returns in the U.S. Federal jurisdiction and in many state and foreign jurisdictions. The Company is no longer subject to U.S. Federal tax examination for periods prior to 2017. The tax positions and related attributes from 2017 onward are open to examination. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2011 through 2021, and the tax positions and related attributes in those particular years are also open to examination. To date, the Company is not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note Legal Proceedings and Contingencies In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which alleged similar facts but also named other Nielsen officers, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. The operative complaint was filed on September 27, 2019, and asserts violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of Nielsen’s Buy segment (now “Global Connect,” which was sold in the first quarter of 2021), Nielsen’s preparedness for changes in global data privacy laws and Nielsen’s reliance on third-party data. Nielsen moved to dismiss the operative complaint on November 26, 2019. On January 4, 2021, certain of the allegations against Nielsen and its officers were dismissed, while others were sustained. On February 3, 2022, the parties reached a settlement in principle to resolve this litigation for $73 million. On March 15, 2022, the terms of the settlement were formalized and submitted to the Court for approval. The Court preliminarily approved the settlement on April 4, 2022, and set a final approval hearing for July 20, 2022. Nielsen expects the amount of the settlement payment to be paid by its insurance carriers. In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of Nielsen’s current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the putative class action complaint. The derivative lawsuit further alleges that certain officers and directors engaged in trading Nielsen stock based on material, nonpublic information. An amended complaint was filed on May 7, 2021, which Nielsen moved to dismiss on July 16, 2021. By agreement dated September 8, 2021, the action was stayed for a period of 90 days. On January 31, 2022, the stay was extended to June 1, 2022. Nielsen intends to defend this lawsuit vigorously. Based on currently available information, Nielsen believes that it has meritorious defenses to this action and that its resolution is not likely to have a material adverse effect on Nielsen’s business, financial position, or results of operations . Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does not expect that the ultimate disposition of these matters will have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | Note As discussed in Note 12 – Discontinued Operations, the Global Connect segment has been classified as discontinued operations beginning with the first quarter of 2021. The Company evaluated segment reporting in accordance with ASC 280 “Segment Reporting” and beginning with the first quarter of 2021, the Company concluded that it operates as a single operating segment and a single reportable segment consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics. Nielsen aligns its operating segment in order to conform to management’s internal reporting structure. Nielsen operates as a complete unit - from the conception of a product, through the collection of the data, into the technology and operations, all the way to the data being sold and delivered to the client. The reporting structure of Nielsen is and has historically been centralized under one Chief Operating Decision Maker (“CODM”), who evaluates Nielsen’s operating financial results to assess its performance. Business Segment Information (IN MILLIONS) Three Months Ended March 31, 2022 2021 Revenues $ 877 $ 863 Operating income 197 253 Depreciation and amortization 130 127 Restructuring charges (1) 12 — Share-based compensation expense 8 7 Other items (2 ) 25 1 Adjusted EBITDA (3 ) $ 372 $ 388 Total assets as of March 31, 2022 $ 10,882 Total assets as of December 31, 2021 $ 10,820 (1) For the three months ended March 31, 2022, restructuring charges primarily consist of real estate consolidation. (2) For the three months ended March 31, 2022, other items primarily consist of business optimization costs and transaction related costs, including costs related to the Proposed Transaction. For the three months ended March 31, 2021, other items primarily consist of business optimization costs and transaction related costs . (3) The CODM uses Adjusted EBITDA to measure performance and allocate resources from period to period |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note On October 31, 2020, Nielsen entered into the Stock Purchase Agreement to sell its Global Connect business to affiliates of Advent, for $2.7 billion in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and the Connect Warrant. On February 11, 2021, Nielsen held a special meeting of Nielsen’s shareholders. At the special meeting, the Connect Transaction was submitted to a vote of the shareholders through the solicitation of proxies. Approval of the Connect Transaction required the affirmative vote of the holders of a majority of ordinary shares present (online or by proxy) at the special meeting. The Connect Transaction was approved by the requisite vote of Nielsen’s shareholders. Beginning in the first quarter of 2021, Global Connect met the criteria set forth in ASC 205 – 20 “Presentation of Financial Statements – Discontinued Operations,” and has been presented on a discontinued operations basis for all periods presented. Given the Global Connect segment represented a separate segment and approximately 50% of our consolidated revenues, we considered this to be a strategic shift. The Connect Transaction closed on March 5, 2021. The Company received net proceeds of $2.4 billion on March 5, 2021 and recorded a gain of $489 million net of tax, inclusive of closing adjustments, during the year ended December 31, 2021. Proceeds from the sale were primarily utilized for debt repayment. Prior to final closing adjustments, the Company recorded a gain of $542 million net of tax during the three months ended March 31, 2021. On March 16, 2021, Nielsen completed the partial prepayment of $1.0 billion of the senior secured term loans due 2023 and $0.3 billion of the senior secured term loans due 2025. Nielsen redeemed $150 million outstanding aggregate principal amount of its 5.500% senior notes due 2021 effective March 21, 2021 and redeemed $825 million of outstanding aggregate principal amount of the 5.000% senior notes due 2022 effective April 10, 2021, in each case at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date . In connection with the Connect Transaction, Nielsen and Global Connect entered into a Transition Services Agreement for services that primarily relate to technology functions such as infrastructure and cybersecurity, which continues to run for up to two years following the closing, with an option to extend the term by six months per service. In addition, Nielsen and Global Connect entered into a Master Services Agreement pursuant to which each party granted the other reciprocal licenses to certain data used by Global Connect and Nielsen, respectively, as well as certain corresponding services related to such data at agreed rates for up to five years following the closing. The following table summarizes the major classes of line items constituting net income from discontinued operations, net of tax: Three Months Ended March 31, (IN MILLIONS) 2022 2021 Operations Revenues $ - $ 452 Cost of revenues, exclusive of depreciation and amortization shown separately below - 264 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below - 229 Depreciation and amortization - 36 Restructuring charges - 6 Operating income/(loss) - (83 ) Other income and expenses (1) 4 (13 ) Income/(loss) from discontinued operations before income taxes 4 (96 ) Benefit/(provision) for income taxes - 21 Net income/(loss) from discontinued operations $ 4 $ (75 ) Disposal Gain on disposal before income taxes $ - $ 379 Benefit/(provision) for income taxes - 163 Gain on disposal, net of taxes - 542 Net income/(loss) from discontinued operations 4 467 Net income/(loss) from discontinued operations attributable to noncontrolling interests - - Net income/(loss) from discontinued operations attributable to Nielsen shareholders $ 4 $ 467 (1) Net income of $4 million in 2022 represents the true up of estimated receivables The Company’s Sixth Amended and Restated Credit Agreement which has since been terminated, The Company has incurred $162 million in separation costs related to the sale of Global Connect, of which $37 million is reflected in the Company’s condensed consolidated statement of operations as discontinued operations for the three months ended March 31, 2021. These costs are comprised primarily of professional fees (e.g., legal, banking and accounting), as well as other items that are incremental and one-time in nature that are related to the sale of Global Connect. As of March 31, 2022, the consolidated balance sheet included $32 million of a receivable from Advent within prepaid expenses and other current assets as well as $2 million payable to Advent within accounts payable and other current liabilities and $14 million within other non-current liabilities for liabilities to affiliates of Advent. These represent estimated receivables from and payables to affiliates of Advent under tax indemnification arrangements for certain liabilities to various taxing authorities that will be settled in future periods. The following table provides operating and investing cash flows for Nielsen’s discontinued operations for the three months ended March 31, 2021 (in millions): March 31, (IN MILLIONS) 2021 (Unaudited) Net cash flows used in operating activities $ (213 ) Net cash flows used in investing activities (26 ) There was no cash flows from discontinued operations during the three months ended March 31, 2022. |
Summary of Recent Accounting _2
Summary of Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Proposed Transaction with Consortium of Private Investment Funds | Proposed Transaction with Consortium of Private Investment Funds On March 28, 2022, Nielsen entered into a definitive agreement (the “Transaction Agreement”) to be acquired by Neptune Intermediate Jersey Limited and Neptune BidCo US Inc. (collectively, the “Purchasing Entities”) by way of a scheme of arrangement (the “Scheme”) between the Company and the Scheme Shareholders (as defined in the Scheme) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “Companies Act 2006”). The Purchasing Entities are controlled by a consortium of private investment funds led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P., together with institutional partners. The Proposed Transaction Agreement provides that at the effective time of the Proposed Transaction, all ordinary shares will be transferred from Nielsen’s shareholders to Neptune BidCo US Inc. in accordance with the provisions of the Scheme and the laws of England and Wales (the “Proposed Transaction”), and that Scheme Shareholders will receive the consideration of $28.00 in cash, without interest, per ordinary share. The Proposed Transaction is subject to approval by Nielsen shareholders, regulatory approvals, consultation with the works council and other customary closing conditions. The Proposed Transaction will also be subject to UK court approval pursuant to a scheme of arrangement. Alternatively, pursuant to the Transaction Agreement, the parties may elect instead to complete the Proposed Transaction pursuant to an agreed-upon tender offer. If the closing conditions are met, the Proposed Transaction is expected to close in the second half of 2022. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States (“GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to March 31, 2022 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided. |
Earnings per Share | Earnings per Share Basic net income per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock primarily consist of employee stock options and restricted stock units. Three Months Ended March 31, 2022 2021 Weighted-average shares of common stock outstanding, basic 359,531,490 357,944,731 Dilutive shares of common stock 1,130,775 2,244,591 Weighted-average shares of common stock outstanding, diluted 360,662,265 360,189,322 The effect of 1,593,609 and 2,781,930 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2022 and 2021, respectively, as such shares would have been anti-dilutive. |
Discontinued Operations | Discontinued Operations We consider assets to be held for sale when management, having the authority through shareholder approval, commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, we record the carrying value of an asset at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with GAAP, assets held for sale are not depreciated or amortized . If the disposal of the component of an entity (or group of components) represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, it meets the criteria for discontinued operations. The results of discontinued operations, as well as any gain or loss on the disposal transaction, are presented separately, net of tax, from the results of continuing operations for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the discontinued segment that may be reasonably segregated from the costs of the ongoing operations of the Company. Certain corporate costs directly attributable to the discontinued operations and transaction costs directly related to the sale are also presented within net income/(loss) from discontinued operations, net of income taxes. Beginning in the first quarter of 2021, represented a separate segment and approximately 50% of our consolidated revenues, we considered this to be a strategic shift. |
Revenue Recognition | Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer, which generally occurs over time. Substantially all of the Company’s customer contracts are non-cancelable and non-refundable. Reve nue is primarily generated from television, radio, digital and mobile audience measurement services and analytics , which are used by the Company’s clients to establish the value of airtime and more effectively schedule and promote their programming and the Company’s advertising clients to plan and optimize their spending. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, revenues for these services are recognized over the period during which the performance obligations are satisfied and control of the service is transferred to the customer. The Company enters into cooperation arrangements with certain customers, under which the customer provides Nielsen with its data in exchange for Nielsen’s services. Nielsen records these transactions at fair value, which is determined based on the fair value of goods or services received, if reasonably estimable. If not reasonably estimable, the Company considers the fair value of the goods or services surrendered. |
Summary of Recent Accounting _3
Summary of Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Weighted-Average Shares of Common Stock Outstanding | Basic net income per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock primarily consist of employee stock options and restricted stock units. Three Months Ended March 31, 2022 2021 Weighted-average shares of common stock outstanding, basic 359,531,490 357,944,731 Dilutive shares of common stock 1,130,775 2,244,591 Weighted-average shares of common stock outstanding, diluted 360,662,265 360,189,322 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition [Abstract] | |
Summary of Revenue Disaggregated by Major Product Offerings and Timing of Revenue Recognition | The table below sets forth the Company’s revenue disaggregated by major product offerings and timing of revenue recognition for the three months ended March 31, 2022 and 2021. (IN MILLIONS) (UNAUDITED) 2022 2021 Measurement $ 645 $ 632 Impact/Content 232 231 Total $ 877 $ 863 Timing of revenue recognition Products transferred at a point in time $ 93 $ 83 Products and services transferred over time 784 780 Total $ 877 $ 863 |
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) Contract assets Balance December 31, 2021 $ 97 Revenue recognized that was not billed for the period 91 Contract assets included in December 31, 2021 balance that were invoiced and transferred to trade receivables for the period (72 ) Balance March 31, 2022 $ 116 Contract liabilities Balance December 31, 2021 $ 131 Advance consideration received or the right to consideration that is unconditional from customers for which revenue was not recognized for the period 108 Revenue recognized for the period that was included in the contract liability balance as of December 31, 2021 (94 ) Balance March 31, 2022 $ 145 |
Schedule of Allowance for Doubtful Accounts Rollforward Incorporating Expected Credit Losses | The following schedule represents the allowance for doubtful accounts roll forward incorporating expected credit losses as of March 31, 2022 and December 31, 2021, respectively. (IN MILLIONS) Balance Charges to Deductions Effect of Balance at Allowance for doubtful accounts Three months ended March 31, 2022 $ 6 $ - $ - $ - $ 6 Year ended December 31, 2021 $ 11 $ (4 ) $ - $ (1 ) $ 6 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Gross Amounts Accumulated Amortization March 31, December 31, March 31, December 31, (IN MILLIONS) 2022 2021 2022 2021 Indefinite-lived intangibles: Trade names and trademarks $ 1,833 $ 1,833 $ — $ — Amortized intangibles: Trade names and trademarks 110 110 (97 ) (96 ) Customer-related intangibles 2,558 2,558 (1,717 ) (1,689 ) Covenants-not-to-compete 26 26 (26 ) (26 ) Content databases 168 168 (70 ) (67 ) Computer software 1,634 1,572 (1,017 ) (947 ) Patents and other 149 148 (130 ) (128 ) Total $ 4,645 $ 4,582 $ (3,057 ) $ (2,953 ) |
Changes in and Reclassificati_2
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income/(Loss), Net of Tax by Component | The table below summarizes the changes in accumulated other comprehensive income/(loss), net of tax, by component for the three months ended March 31, 2022 and 2021. Currency Translation Post-Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2021 $ (647 ) $ (18 ) $ (73 ) $ (738 ) Other comprehensive (loss)/income before reclassifications (22 ) 9 13 — Amounts reclassified from accumulated other comprehensive loss — 4 1 5 Net current period other comprehensive (loss)/income (22 ) 13 14 5 Net current period other comprehensive income attributable to noncontrolling interest 1 — — 1 Net current period other comprehensive (loss)/income attributable to Nielsen shareholders (23 ) 13 14 4 Balance March 31, 2022 $ (670 ) $ (5 ) $ (59 ) $ (734 ) Currency Translation Post-Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2020 $ (821 ) $ (39 ) $ (245 ) $ (1,105 ) Other comprehensive (loss)/income before Reclassifications (5 ) 1 — (4 ) Amounts reclassified from accumulated other comprehensive loss 233 4 144 381 Net current period other comprehensive income 228 5 144 377 Net current period other comprehensive loss attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive income attributable to Nielsen shareholders 230 5 144 379 Balance March 31, 2021 $ (591 ) $ (34 ) $ (101 ) $ (726 ) |
Summary of Reclassification of Accumulated Other Comprehensive Loss by Component | The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended March 31, 2022 and 2021, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss/(Income) Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components March 31, 2022 March 31, 2021 Statement of Operations Currency Translation Adjustments Currency translation (gains)/losses on dispositions (2) $ — $ 233 Net income/(loss) from discontinued operations Cash flow hedges Interest rate contracts $ 5 $ 6 Interest (income)/expense (1 ) (2 ) (Benefit)/provision for income taxes $ 4 $ 4 Total, net of tax Post-Employment Benefits Amortization of actuarial loss (1) $ 3 $ 4 Other expense, net (2 ) (1 ) (Benefit)/provision for income taxes $ 1 $ 3 Total, net of tax Unrealized (gains)/losses on pension liability on dispositions (2) $ — $ 183 Net income/(loss) from discontinued operations — (42 ) (Benefit)/provision for income taxes $ — $ 141 Total, net of tax Total Post-Employment Benefits reclassified from accumulated other comprehensive (income)/loss $ 1 $ 144 Total reclassification for the period $ 5 $ 381 Net of tax (1) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. (2) The sale of Global Connect resulted in a total reclassification from accumulated other comprehensive income of $374 million, including accumulated currency translation adjustment of $233 million, and unrealized gain on pension liability of $141 million, net of taxes for the three months ended March 31, 2021 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured on Recurring Basis | The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021: March 31, (IN MILLIONS) 2022 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) $ 23 $ 23 $ — $ — Investment in mutual funds (2) 1 1 — — Warrant ( 3 ) 6 — — 6 Total $ 30 $ 24 $ — $ 6 Liabilities: Interest rate swap arrangements ( 4 ) Other current liabilities $ 2 $ — $ 2 $ — Other non-current liabilities 3 — 3 — Deferred compensation liabilities ( 5 ) 23 23 — — Total $ 28 $ 23 $ 5 $ — December 31, 2021 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 24 24 — — Investment in mutual funds (2) 1 1 — — Warrant ( 3 ) 6 — — 6 Total $ 31 $ 25 — 6 Liabilities: Interest rate swap arrangements ( 4 ) Other current liabilities $ 4 $ — $ 4 $ — Other non-current liabilities 18 — 18 — Deferred compensation liabilities ( 5 ) 24 24 — — Total $ 46 $ 24 $ 22 — (1) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as equity securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net in the 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 ) T he warrant to purchase equity interests in the company that, following the Connect Transaction, owns Global Connect, which was issued on March 5, 2021 in connection with the Connect Transaction (the “Connect Warrant”), was part of the proceeds related to the sale of Global Connect and included in the net gain on sale of Global Connect. The Connect Warrant is marked-to-market each reporting period with the subsequent change in fair value recorded to other income/(expense), net in the consolidated statement of operations. The Connect Warrant is reported within other non-current assets within the consolidated balance sheet. The fair value of the Connect Warrant asset is estimated using a Black-Scholes option-pricing model ( 4 ) 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. ( 5 ) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as equity securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the equity securities is also reflected in the changes in fair value of the deferred compensation obligation. |
Summary of U.S Dollar Term Loan to Fixed Rate Outstanding Interest Rate Swaps | As of March 31, 2022, the Company had the following U.S. Dollar term loan floating-to-fixed rate outstanding interest rate swaps designated as hedges utilized in the management of its interest rate risk Notional Amount Maturity Date Interest Rates $ 250,000,000 July 2022 2.00 % $ 150,000,000 April 2023 2.26 % $ 250,000,000 May 2023 2.72 % $ 250,000,000 June 2023 2.07 % $ 150,000,000 July 2023 1.82 % |
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 Interest Expense Three Months Ended March 31, (IN MILLIONS) 2022 2021 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 66 $ 80 Amount of loss reclassified from accumulated other comprehensive income into income, net of tax $ 4 $ 4 |
Derivatives in Cash Flow Hedging Relationships | The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, 2022 and 2021, respectively, was as follows: Amount of (Gain)/Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of (Gain)/ Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Three Months Ended into Income (Effective Three Months Ended Hedging Relationships March 31, Portion) March 31, (IN MILLIONS) 2022 2021 2022 2021 Interest rate swaps $ (11 ) $ (1 ) Interest expense $ 5 $ 6 |
Long-term Debt and Other Fina_2
Long-term Debt and Other Financing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Annual maturities of Nielsen’s long-term debt are as follows: March 31, 2022 December 31, 2021 Weighted Weighted (IN MILLIONS) Carrying Interest Carrying Interest Senior secured term loans Amount Rate Value Rate Maturing in 2023, L+ 1.75% $ 743 $ 742 Maturing in 2023, L+ 2.00% 1,351 1,351 Maturing in 2023 $850 revolving credit facility, L+ 1.75% — — Total (with weighted-average interest rate) 2,094 2.30 % 2,093 2.10 % Senior debenture loans $500 maturing in 2025, 5.000% 498 498 $1,000 maturing in 2028, 5.625% 987 987 $750 maturing in 2030, 5.875% 740 740 $625 maturing in 2029, 4.500% 616 616 $625 maturing in 2031, 4.750% 616 616 Total (with weighted-average interest rate) 3,457 5.51 % 3,457 5.52 % Total long-term debt 5,551 4.31 % 5,550 4.24 % Finance lease and other financing obligations 72 76 Total debt and other financing arrangements 5,623 5,626 Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings 35 35 Non-current portion of long-term debt and finance lease and other financing obligations $ 5,588 $ 5,591 |
Annual Maturities of Long-Term Debt | Annual maturities of Nielsen’s long-term debt are as follows: (IN MILLIONS) For April 1, 2022 to December 31, 2022 $ — 2023 2,094 2024 — 2025 498 2026 — 2027 — Thereafter 2,959 $ 5,551 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock Activity | Common stock activity is as follows: Three Months Ended March 31, 2022 Actual number of shares of common stock outstanding Beginning of period 359,267,535 Shares of common stock issued through compensation plans 425,767 End of period 359,693,302 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information (IN MILLIONS) Three Months Ended March 31, 2022 2021 Revenues $ 877 $ 863 Operating income 197 253 Depreciation and amortization 130 127 Restructuring charges (1) 12 — Share-based compensation expense 8 7 Other items (2 ) 25 1 Adjusted EBITDA (3 ) $ 372 $ 388 Total assets as of March 31, 2022 $ 10,882 Total assets as of December 31, 2021 $ 10,820 (1) For the three months ended March 31, 2022, restructuring charges primarily consist of real estate consolidation. (2) For the three months ended March 31, 2022, other items primarily consist of business optimization costs and transaction related costs, including costs related to the Proposed Transaction. For the three months ended March 31, 2021, other items primarily consist of business optimization costs and transaction related costs . (3) The CODM uses Adjusted EBITDA to measure performance and allocate resources from period to period |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the major classes of line items constituting net income from discontinued operations, net of tax: Three Months Ended March 31, (IN MILLIONS) 2022 2021 Operations Revenues $ - $ 452 Cost of revenues, exclusive of depreciation and amortization shown separately below - 264 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below - 229 Depreciation and amortization - 36 Restructuring charges - 6 Operating income/(loss) - (83 ) Other income and expenses (1) 4 (13 ) Income/(loss) from discontinued operations before income taxes 4 (96 ) Benefit/(provision) for income taxes - 21 Net income/(loss) from discontinued operations $ 4 $ (75 ) Disposal Gain on disposal before income taxes $ - $ 379 Benefit/(provision) for income taxes - 163 Gain on disposal, net of taxes - 542 Net income/(loss) from discontinued operations 4 467 Net income/(loss) from discontinued operations attributable to noncontrolling interests - - Net income/(loss) from discontinued operations attributable to Nielsen shareholders $ 4 $ 467 (1) Net income of $4 million in 2022 represents the true up of estimated receivables The following table provides operating and investing cash flows for Nielsen’s discontinued operations for the three months ended March 31, 2021 (in millions): March 31, (IN MILLIONS) 2021 (Unaudited) Net cash flows used in operating activities $ (213 ) Net cash flows used in investing activities (26 ) |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Detail) | Oct. 31, 2020 | Mar. 31, 2022Country$ / sharesshares | Mar. 31, 2021shares |
Business And Basis Of Presentation [Line Items] | |||
Anti-dilutive shares excluded from calculation of earning per share under compensation plan | shares | 1,593,609 | 2,781,930 | |
Connect | |||
Business And Basis Of Presentation [Line Items] | |||
Segment revenue percentage on consolidated revenues | 50.00% | 50.00% | |
Consortium of Private Investment Funds | |||
Business And Basis Of Presentation [Line Items] | |||
Consideration received per ordinary share | $ / shares | $ 28 | ||
Minimum | |||
Business And Basis Of Presentation [Line Items] | |||
Number of countries in which entity operates | Country | 55 |
Background and Basis of Prese_3
Background and Basis of Presentation - Schedule of Weighted-Average Shares of Common Stock Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Basic | 359,531,490 | 357,944,731 |
Dilutive shares of common stock | 1,130,775 | 2,244,591 |
Weighted-average shares of common stock outstanding, diluted | 360,662,265 | 360,189,322 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue Disaggregated by Major Product Offerings and Timing of Revenue Recognition (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 877 | $ 863 |
Operating Segments | Products Transferred at a Point in Time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 93 | 83 |
Operating Segments | Products and Services Transferred Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 784 | 780 |
Media | Operating Segments | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 877 | 863 |
Media | Operating Segments | Measurement | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 645 | 632 |
Media | Operating Segments | Impact/Content | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 232 | $ 231 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract Assets and Contract Liabilities from Contracts with Customers (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Contract assets | |
Balance December 31, 2021 | $ 97 |
Revenue recognized that was not billed for the period | 91 |
Contract assets included in December 31, 2021 balance that were invoiced and transferred to trade receivables for the period | (72) |
Balance March 31, 2022 | 116 |
Contract liabilities | |
Balance December 31, 2021 | 131 |
Advance consideration received or the right to consideration that is unconditional from customers for which revenue was not recognized for the period | 108 |
Revenue recognized for the period that was included in the contract liability balance as of December 31, 2021 | (94) |
Balance March 31, 2022 | $ 145 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenues [Abstract] | |||
Revenue, remaining performance obligation | $ 3,900,000,000 | ||
Revenue, remaining performance obligations, percentage | 80.00% | ||
Deferred costs capitalized | $ 37,000,000 | $ 31,000,000 | |
Amortization of deferred costs | 300,000 | $ 0 | |
Impairment loss | $ 0 | $ 0 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Allowance for Doubtful Accounts Rollforward Incorporating Expected Credit Losses (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts | ||
Balance Beginning of Period | $ 6 | $ 11 |
Charges to Expense | (4) | |
Deductions | ||
Effect of Foreign Currency Translation | (1) | |
Balance at End of Period | $ 6 | $ 6 |
Other Intangible Assets - Other
Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | $ 4,645 | $ 4,582 |
Amortized intangibles, Accumulated Amortization | (3,057) | (2,953) |
Trade names and trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 110 | 110 |
Amortized intangibles, Accumulated Amortization | (97) | (96) |
Customer - related intangibles | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 2,558 | 2,558 |
Amortized intangibles, Accumulated Amortization | (1,717) | (1,689) |
Covenants-not-to-compete | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 26 | 26 |
Amortized intangibles, Accumulated Amortization | (26) | (26) |
Content database | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 168 | 168 |
Amortized intangibles, Accumulated Amortization | (70) | (67) |
Computer software | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 1,634 | 1,572 |
Amortized intangibles, Accumulated Amortization | (1,017) | (947) |
Patents and other | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 149 | 148 |
Amortized intangibles, Accumulated Amortization | (130) | (128) |
Trade names and trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles, Gross Amounts | $ 1,833 | $ 1,833 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) | Oct. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Goodwill, impairment loss | 0 | ||
Amortization expense, intangible assets | 105,000,000 | 102,000,000 | |
Amortization expense, computer software | 70,000,000 | $ 65,000,000 | |
Purchased Software | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Net book value | 9,000,000 | ||
Internally Developed Software | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Net book value | $ 608,000,000 | ||
Connect | Advent | Trade names and trademarks | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets license period | 20 years | ||
Measurement Input, Discount Rate | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Discount rate | 10.10% |
Changes in and Reclassificati_3
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Changes in Accumulated Other Comprehensive Income/(Loss), Net of Tax by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | $ 3,496 | $ 2,243 |
Amounts reclassified from accumulated other comprehensive loss | 5 | 381 |
Total other comprehensive income | 5 | 377 |
Balance | 3,597 | 3,170 |
Currency Translation Adjustments | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (647) | (821) |
Other comprehensive (loss)/income before reclassifications | (22) | (5) |
Amounts reclassified from accumulated other comprehensive loss | 233 | |
Total other comprehensive income | (22) | 228 |
Net current period other comprehensive income attributable to noncontrolling interest | 1 | (2) |
Net current period other comprehensive (loss)/income attributable to Nielsen shareholders | (23) | 230 |
Balance | (670) | (591) |
Cash Flow Hedges | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (18) | (39) |
Other comprehensive (loss)/income before reclassifications | 9 | 1 |
Amounts reclassified from accumulated other comprehensive loss | 4 | 4 |
Total other comprehensive income | 13 | 5 |
Net current period other comprehensive (loss)/income attributable to Nielsen shareholders | 13 | 5 |
Balance | (5) | (34) |
Post-Employment Benefits | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (73) | (245) |
Other comprehensive (loss)/income before reclassifications | 13 | |
Amounts reclassified from accumulated other comprehensive loss | 1 | 144 |
Total other comprehensive income | 14 | 144 |
Net current period other comprehensive (loss)/income attributable to Nielsen shareholders | 14 | 144 |
Balance | (59) | (101) |
AOCI Including Portion Attributable to Noncontrolling Interest | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Balance | (738) | (1,105) |
Other comprehensive (loss)/income before reclassifications | (4) | |
Amounts reclassified from accumulated other comprehensive loss | 5 | 381 |
Total other comprehensive income | 5 | 377 |
Net current period other comprehensive income attributable to noncontrolling interest | 1 | (2) |
Net current period other comprehensive (loss)/income attributable to Nielsen shareholders | 4 | 379 |
Balance | $ (734) | $ (726) |
Changes in and Reclassificati_4
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Reclassification of Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Net income/(loss) from discontinued operations, Net of Tax | $ 4 | $ 467 |
Provision for income taxes | 33 | 60 |
Net income attributable to Nielsen stockholders | (105) | (573) |
Other (income)/expense, net | (9) | 4 |
Amount Reclassified from Accumulated Other Comprehensive Loss/(Income) | 5 | 381 |
Currency Translation (Gains)/Losses on Dispositions | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Net income/(loss) from discontinued operations, Net of Tax | 233 | |
Cash Flow Hedges | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Amount Reclassified from Accumulated Other Comprehensive Loss/(Income) | 4 | 4 |
Cash Flow Hedges | Interest rate contracts | Amount Reclassified from Accumulated Other Comprehensive Loss/(Income) | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Interest (income)/expense | 5 | 6 |
Provision for income taxes | (1) | (2) |
Net income attributable to Nielsen stockholders | 4 | 4 |
Amortization of Actuarial Loss | Amount Reclassified from Accumulated Other Comprehensive Loss/(Income) | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Provision for income taxes | (2) | (1) |
Net income attributable to Nielsen stockholders | (1) | (3) |
Other (income)/expense, net | 3 | 4 |
Unrealized (Gains)/Losses on Pension Liability on Dispositions | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Net income/(loss) from discontinued operations, before Tax | 183 | |
Net income/(loss) from discontinued operations, Tax | (42) | |
Net income/(loss) from discontinued operations, Net of Tax | 141 | |
Accumulated Other Comprehensive Income/(Loss), Net Post Employment Benefits | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Amount Reclassified from Accumulated Other Comprehensive Loss/(Income) | $ 1 | $ 144 |
Changes in and Reclassificati_5
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Reclassification of Accumulated Other Comprehensive Loss by Component (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification from accumulated other comprehensive income | $ (5) | $ (381) |
Connect | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification from accumulated other comprehensive income | 374 | |
Currency Translation Adjustments | Connect | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification from accumulated other comprehensive income | 233 | |
Unrealized (Gains)/Losses on Pension Liability on Dispositions | Connect | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification from accumulated other comprehensive income | $ 141 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | |
Assets: | |||
Asset | $ 30 | $ 31 | |
Liabilities: | |||
Liabilities | 28 | 46 | |
Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [1] | 23 | 24 |
Interest Rate Swap Arrangements Pertaining to Other Current Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 2 | 4 |
Interest Rate Swap Arrangements Pertaining to Other Non-current Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 3 | 18 |
Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 23 | 24 |
Investment in Mutual Funds | |||
Assets: | |||
Asset | [4] | 1 | 1 |
Warrant | |||
Assets: | |||
Asset | [5] | 6 | 6 |
Level 1 | |||
Assets: | |||
Asset | 24 | 25 | |
Liabilities: | |||
Liabilities | 23 | 24 | |
Level 1 | Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [1] | 23 | 24 |
Level 1 | Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 23 | 24 |
Level 1 | Investment in Mutual Funds | |||
Assets: | |||
Asset | [4] | 1 | 1 |
Level 2 | |||
Liabilities: | |||
Liabilities | 5 | 22 | |
Level 2 | Interest Rate Swap Arrangements Pertaining to Other Current Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 2 | 4 |
Level 2 | Interest Rate Swap Arrangements Pertaining to Other Non-current Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 3 | 18 |
Level 3 | |||
Assets: | |||
Asset | 6 | 6 | |
Level 3 | Warrant | |||
Assets: | |||
Asset | [5] | $ 6 | $ 6 |
[1] | The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as equity securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the equity securities is also reflected in the changes in fair value of the deferred compensation obligation. | ||
[2] | 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. | ||
[3] | Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as equity securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net in the condensed consolidated statement of operations. | ||
[4] | Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. | ||
[5] | T he warrant to purchase equity interests in the company that, following the Connect Transaction, owns Global Connect, which was issued on March 5, 2021 in connection with the Connect Transaction (the “Connect Warrant”), was part of the proceeds related to the sale of Global Connect and included in the net gain on sale of Global Connect. The Connect Warrant is marked-to-market each reporting period with the subsequent change in fair value recorded to other income/(expense), net in the consolidated statement of operations. The Connect Warrant is reported within other non-current assets within the consolidated balance sheet. The fair value of the Connect Warrant asset is estimated using a Black-Scholes option-pricing model |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments Gain Loss [Line Items] | ||
Pre-tax gain (loss) from accumulated other comprehensive loss to interest expense expected to be recognized in next twelve months | $ (24,000,000) | |
Foreign Currency Exchange Contract | ||
Derivative Instruments Gain Loss [Line Items] | ||
Notional amounts of outstanding derivative financial instruments | $ 34,000,000 | $ 29,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of U.S Dollar Term Loan to Fixed Rate Outstanding Interest Rate Swaps (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2022 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | 2022-07 |
Interest Rates | 2.00% |
US Dollar term loan floating-to-fixed rate swaps maturing on April 2023 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 150,000,000 |
Maturity Date | 2023-04 |
Interest Rates | 2.26% |
US Dollar term loan floating-to-fixed rate swaps maturing on May 2023 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | 2023-05 |
Interest Rates | 2.72% |
US Dollar term loan floating-to-fixed rate swaps maturing on June 2023 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | 2023-06 |
Interest Rates | 2.07% |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2023 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 150,000,000 |
Maturity Date | 2023-07 |
Interest Rates | 1.82% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Effect of Cash Flow Hedge Accounting on Condensed Consolidated Statement of Operations (Detail) - Interest Expense - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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) | $ 66 | $ 80 |
Amount of loss reclassified from accumulated other comprehensive income into income, net of tax | $ 4 | $ 4 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives in Cash Flow Hedging Relationships (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Interest Rate Swap Arrangements | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of (Gain)/Loss Recognized in OCI (Effective Portion) | $ (11) | $ (1) |
Interest Expense | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of (Gain)/Loss Reclassified from AOCI into Income (Effective Portion) | $ 5 | $ 6 |
Long-term Debt and Other Fina_3
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 4.31% | 4.24% |
Total long-term debt, Carrying Amount | $ 5,551 | $ 5,550 |
Finance lease and other financing obligations | 72 | 76 |
Total debt and other financing arrangements | 5,623 | 5,626 |
Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings | 35 | 35 |
Long-term debt and finance lease obligations | $ 5,588 | $ 5,591 |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 2.30% | 2.10% |
Total long-term debt, Carrying Amount | $ 2,094 | $ 2,093 |
Senior Debenture Loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 5.51% | 5.52% |
Total long-term debt, Carrying Amount | $ 3,457 | $ 3,457 |
Senior Secured Term Loan Facility Maturing in 2023 | L+ 1.75% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 743 | 742 |
Senior Secured Term Loan Facility Maturing in 2023 | L+ 2.00% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1,351 | 1,351 |
Senior Debenture Loan Maturing in 2025 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 498 | 498 |
Senior Debenture Loan Maturing in 2028 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 987 | 987 |
Senior Debenture Loan Maturing in 2030 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 740 | 740 |
Senior Debenture Loan Maturing in 2029 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 616 | 616 |
Senior Debenture Loan Maturing in 2031 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | $ 616 | $ 616 |
Long-term Debt and Other Fina_4
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Senior Secured Term Loan Facility Maturing in 2023 | L+ 1.75% | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate | 1.75% | 1.75% |
Debt instrument, maturity year | 2023 | 2023 |
Senior Secured Term Loan Facility Maturing in 2023 | L+ 2.00% | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate | 2.00% | 2.00% |
Debt instrument, maturity year | 2023 | 2023 |
Senior Secured Revolving Credit Facility Maturing in 2023 | L+ 1.75% | ||
Debt Instrument [Line Items] | ||
Debt instrument face value | $ 850 | $ 850 |
Debt instrument, variable rate | 1.75% | 1.75% |
Debt instrument, maturity year | 2023 | 2023 |
Senior Debenture Loan Maturing in 2029 | ||
Debt Instrument [Line Items] | ||
Debt instrument face value | $ 625 | $ 625 |
Debt instrument, maturity year | 2029 | 2029 |
Debt instrument interest rate stated percentage | 4.50% | 4.50% |
Senior Debenture Loan Maturing in 2031 | ||
Debt Instrument [Line Items] | ||
Debt instrument face value | $ 625 | $ 625 |
Debt instrument, maturity year | 2031 | 2031 |
Debt instrument interest rate stated percentage | 4.75% | 4.75% |
Senior Debenture Loan Maturing in 2025 | ||
Debt Instrument [Line Items] | ||
Debt instrument face value | $ 500 | $ 500 |
Debt instrument, maturity year | 2025 | 2025 |
Debt instrument interest rate stated percentage | 5.00% | 5.00% |
Senior Debenture Loan Maturing in 2028 | ||
Debt Instrument [Line Items] | ||
Debt instrument face value | $ 1,000 | $ 1,000 |
Debt instrument, maturity year | 2028 | 2028 |
Debt instrument interest rate stated percentage | 5.625% | 5.625% |
Senior Debenture Loan Maturing in 2030 | ||
Debt Instrument [Line Items] | ||
Debt instrument face value | $ 750 | $ 750 |
Debt instrument, maturity year | 2030 | 2030 |
Debt instrument interest rate stated percentage | 5.875% | 5.875% |
Long-term Debt and Other Fina_5
Long-term Debt and Other Financing Arrangements - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Senior Secured Term Loans and Debenture Loans | ||
Debt Instrument [Line Items] | ||
Fair value of senior secured term loans and debenture loans | $ 5,574 | $ 5,646 |
Long-term Debt and Other Fina_6
Long-term Debt and Other Financing Arrangements - Annual Maturities of Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 2,094 | |
2025 | 498 | |
Thereafter | 2,959 | |
Total | $ 5,551 | $ 5,550 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Apr. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 26, 2022 |
Stockholders Equity [Line Items] | ||||
Cash dividends paid | $ 22,000,000 | $ 21,000,000 | ||
Cash dividends paid per share | $ 0.06 | $ 0.06 | ||
Repurchases of common stock | 0 | 0 | ||
Maximum | ||||
Stockholders Equity [Line Items] | ||||
Cost of treasury stock | $ 1,000,000,000 | |||
Subsequent Event | ||||
Stockholders Equity [Line Items] | ||||
Declaration Date | Apr. 14, 2022 | |||
Dividends declared per common share | $ 0.06 | |||
Cash dividend, date to be Paid | Jun. 16, 2022 | |||
Cash dividend, recorded date | Jun. 2, 2022 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Activity (Detail) | 3 Months Ended |
Mar. 31, 2022shares | |
Actual number of shares of common stock outstanding | |
Beginning of period | 359,267,535 |
Shares of common stock issued through compensation plans | 425,767 |
End of period | 359,693,302 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rates | 24.00% | 36.00% |
Provision for income taxes | $ 33 | $ 60 |
Liabilities for unrecognized tax benefits | 174 | |
Unrecognized tax benefits that would impact effective tax rate | $ 26 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Feb. 03, 2022USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Settlement to resolve parties litigation | $ 73 |
Segments - Business Segment Inf
Segments - Business Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | ||
Segment Reporting [Abstract] | ||||
Revenues | $ 877 | $ 863 | ||
Operating income | 197 | 253 | ||
Depreciation and amortization | 130 | 127 | ||
Restructuring charges | [1] | 12 | ||
Share-based compensation expense | 8 | 7 | ||
Other items | [2] | 25 | 1 | |
Adjusted EBITDA | [3] | 372 | $ 388 | |
Total assets | $ 10,882 | $ 10,820 | ||
[1] | For the three months ended March 31, 2022, restructuring charges primarily consist of real estate consolidation. | |||
[2] | For the three months ended March 31, 2022, other items primarily consist of business optimization costs and transaction related costs, including costs related to the Proposed Transaction. For the three months ended March 31, 2021, other items primarily consist of business optimization costs and transaction related costs . | |||
[3] | The CODM uses Adjusted EBITDA to measure performance and allocate resources from period to period |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) | Mar. 16, 2021 | Mar. 05, 2021 | Oct. 31, 2020 | Mar. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 10, 2021 | Mar. 21, 2021 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Gain on disposal of Global Connect, net of tax inclusive of closing adjustments | $ 542,000,000 | $ 489,000,000 | |||||||
Prepayment of debt | 1,478,000,000 | ||||||||
Total long-term debt, Carrying Amount | $ 5,551,000,000 | $ 5,550,000,000 | |||||||
Redemption rate of senior notes equal to principal amount plus premium and accrued and unpaid interest | 100.00% | ||||||||
Transition Services Agreement term | 2 years | ||||||||
Transition Services Agreement extension option period | 6 months | ||||||||
Facility Closing | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Separation cost, incurred | 162,000,000 | ||||||||
Facility Closing | Discontinued Operations, Disposed of by Sale | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Separation cost, incurred | $ 37,000,000 | ||||||||
Senior Secured Term Loan Facility Due 2023 | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Prepayment of debt | $ 1,000,000,000 | ||||||||
Senior Secured Term Loan Facility Due 2025 | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Prepayment of debt | $ 300,000,000 | ||||||||
5.500% Senior Notes due 2021 | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Debt instrument redeemed principal amount | $ 150,000,000 | ||||||||
5.000% Senior Notes due 2022 | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Debt instrument redeemed principal amount | $ 825,000,000 | ||||||||
Connect | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Segment revenue percentage on consolidated revenues | 50.00% | 50.00% | |||||||
Gain on disposal of Global Connect, net of tax inclusive of closing adjustments | $ 542,000,000 | ||||||||
Debt repayment pursuant to the debt covenants triggered as a result of disposal | $ 1,300,000,000 | ||||||||
Interest expense allocated to discontinued operations | 0 | $ 8,000,000 | |||||||
Cash flow from discontinued operations | 0 | ||||||||
Connect | Advent | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Cash proceeds on sale of business | $ 2,700,000,000 | ||||||||
Net proceeds from sale | $ 2,400,000,000 | ||||||||
Connect | Advent | Prepaid Expenses and Other Current Assets | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Accounts receivable from purchaser | 32,000,000 | ||||||||
Connect | Advent | Account Payable And Other Current Liabilities | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Liabilities payable to affiliates of purchaser | 2,000,000 | ||||||||
Connect | Advent | Other Non-Current Liabilities | |||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||
Liabilities payable to affiliates of purchaser | $ 14,000,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Major Classes of Line Items Constituting Net Income from Discontinued Operations, Net of Tax (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Net income/(loss) from discontinued operations | $ 4 | $ (75) | |
Gain on disposal, net of taxes | 542 | $ 489 | |
Net income/(loss) from discontinued operations, Net of Tax | 4 | 467 | |
Connect | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Revenues | 452 | ||
Cost of revenues, exclusive of depreciation and amortization shown separately below | 264 | ||
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 229 | ||
Depreciation and amortization | 36 | ||
Restructuring charges | 6 | ||
Operating income/(loss) | (83) | ||
Other income and expenses | 4 | (13) | |
Income/(loss) from discontinued operations before income taxes | 4 | (96) | |
Benefit/(provision) for income taxes | 21 | ||
Net income/(loss) from discontinued operations | 4 | (75) | |
Gain on disposal before income taxes | 379 | ||
Benefit/(provision) for income taxes | 163 | ||
Gain on disposal, net of taxes | 542 | ||
Net income/(loss) from discontinued operations, Net of Tax | 4 | 467 | |
Net income/(loss) from discontinued operations attributable to Nielsen shareholders | $ 4 | $ 467 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Major Classes of Line Items Constituting Net Income from Discontinued Operations, Net of Tax (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net income from discontinued operations | $ 4 | $ 467 |
Connect | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net income from discontinued operations | $ 4 | $ 467 |
Discontinued Operations - Opera
Discontinued Operations - Operating and Investing Cash Flows from Discontinued Operations (Detail) - Connect $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Net cash flows used in operating activities | $ (213) |
Net cash flows used in investing activities | $ (26) |