Nielsen Holdings plc - Quarter Report: 2022 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 001-35042

Nielsen Holdings plc

(Exact name of registrant as specified in its charter)

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

675 Avenue of the Americas New York, New York 10010		5^th Floor Endeavour House 189 Shaftesbury Avenue London, WC2H 8JR United Kingdom

(410) 717-7134

(Address of principal executive offices) (Zip Code) (Registrant’s telephone numbers including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

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

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

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

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

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

There were 359,834,341 shares of the registrant’s Common Stock outstanding as of June 30, 2022.

Table of Contents

Contents

		PAGE
PART I.	FINANCIAL INFORMATION	- 3 -
Item 1.	Condensed Consolidated Financial Statements	- 3 -
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	- 28 -
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	- 39 -
Item 4.	Controls and Procedures	- 40 -
PART II.	OTHER INFORMATION	- 41 -
Item 1.	Legal Proceedings	- 41 -
Item 1A.	Risk Factors	- 41 -
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	- 41 -
Item 3.	Defaults Upon Senior Securities	- 41 -
Item 4.	Mine Safety Disclosures	- 41 -
Item 5.	Other Information	- 41 -
Item 6.	Exhibits	- 41 -
	Signatures	- 43 -

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

Nielsen Holdings plc

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2022			2021			2022		2021
Revenues	$	882	$	861		$	1,759		$	1,724
Cost of revenues, exclusive of depreciation and amortization shown separately below		327		292			641			569
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		213		218			437			424
Depreciation and amortization		127		126			257			253
Restructuring charges		2		6			14			6
Operating income		213		219			410			472
Interest expense, net		67		69			133			149
Other expense/(income), net		1		26			(8	)		30
Income from continuing operations before income taxes and equity in net income of affiliates		145		124			285			293
Provision for income taxes		33		36			66			96
Equity in net income of affiliates		—		—			(4	)		—
Net income from continuing operations		112		88			223			197
Net income/(loss) from discontinued operations, net of income taxes		1		(10	)		5			457
Net income		113		78			228			654
Net income attributable to noncontrolling interests		2		2			12			5
Net income attributable to Nielsen shareholders	$	111	$	76		$	216		$	649
Net income per share of common stock, basic
Net income from continuing operations attributable to Nielsen shareholders	$	0.31	$	0.24		$	0.59		$	0.54
Net income/(loss) from discontinued operations attributable to Nielsen shareholders	$	0.00	$	(0.03	)	$	0.01		$	1.28
Net income attributable to Nielsen shareholders	$	0.31	$	0.21		$	0.60		$	1.81
Net income per share of common stock, diluted
Net income from continuing operations attributable to Nielsen shareholders	$	0.30	$	0.24		$	0.58		$	0.53
Net income/(loss) from discontinued operations attributable to Nielsen shareholders	$	0.00	$	(0.03	)	$	0.01		$	1.27
Net income attributable to Nielsen shareholders	$	0.31	$	0.21		$	0.60		$	1.80
Weighted-average shares of common stock outstanding
Basic		359,776,182		358,620,131			359,654,815			358,287,878
Diluted		361,575,601		360,417,035			361,119,912			360,308,625

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

- 3 -

Nielsen Holdings plc

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(IN MILLIONS)	2022			2021			2022			2021
Net income	$	113		$	78		$	228		$	654
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustments		(44	)		(28	)		(55	)		200
Changes in the fair value of cash flow hedges		7			4			20			9
Net unrealized pension and other post-retirement benefits, net of tax		3			2			6			146
Total other comprehensive (loss)/income		(34	)		(22	)		(29	)		355
Total comprehensive income		79			56			199			1,009
Less: comprehensive (loss)/income attributable to noncontrolling interests		(1	)		4			9			5
Total comprehensive income attributable to Nielsen shareholders	$	80		$	52		$	190		$	1,004

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

- 4 -

Nielsen Holdings plc

Condensed Consolidated Balance Sheets

	June 30,			December 31,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2022			2021
	(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	621		$	380
Trade and other receivables, net		517			517
Prepaid expenses and other current assets		254			243
Total current assets		1,392			1,140
Non-current assets
Property, plant and equipment, net		248			273
Operating lease right-of-use asset		123			144
Goodwill		5,577			5,599
Other intangible assets, net		3,380			3,462
Deferred tax assets		44			55
Other non-current assets		146			147
Total assets	$	10,910		$	10,820
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	497		$	478
Deferred revenues		140			131
Income tax liabilities		13			13
Current portion of long-term debt, finance lease obligations and short-term borrowings		31			35
Total current liabilities		681			657
Non-current liabilities
Long-term debt and finance lease obligations		5,583			5,591
Deferred tax liabilities		511			561
Operating lease liabilities		117			126
Other non-current liabilities		358			389
Total liabilities		7,250			7,324
Commitments and contingencies (Note 10)
Equity:
Shareholders’ equity
Common stock, €0.07 par value, 1,185,800,000 shares authorized; 359,834,341 and 359,267,580 shares issued and 359,834,341 and 359,267,535 shares outstanding at June 30, 2022 and December 31, 2021, respectively		32			32
Additional paid-in capital		4,243			4,273
Retained earnings/(accumulated deficit)		(37	)		(253	)
Accumulated other comprehensive loss, net of income taxes		(764	)		(738	)
Total shareholders’ equity		3,474			3,314
Noncontrolling interests		186			182
Total equity		3,660			3,496
Total liabilities and equity	$	10,910		$	10,820

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

- 5 -

Nielsen Holdings plc

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended
	June 30,
(IN MILLIONS)	2022			2021
Operating Activities
Net income from continuing operations	$	223		$	197
Net income/(loss) from discontinued operations		5			(85	)
Gain on disposal of Global Connect, net of tax, within discontinued operations		-			542
Net income		228			654
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Share-based compensation expense		18			17
(Gain) on sale of discontinued operations, net of tax		-			(542	)
Currency exchange rate differences on financial transactions and other (gains)/losses		(8	)		37
Equity in net income of affiliates, net of dividends received		(3	)		-
Depreciation and amortization		257			289
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		4			(57	)
Prepaid expenses and other assets		22			(62	)
Accounts payable and other current liabilities and deferred revenues		24			(134	)
Other non-current liabilities		(16	)		(28	)
Interest payable		(2	)		(4	)
Income taxes		(40	)		(2	)
Net cash provided by operating activities		484			168
Investing Activities
Acquisitions of subsidiaries and affiliates, net of cash acquired		(6	)		-
Proceeds from the sale of subsidiaries and affiliates, net		1			2,279
Additions to property, plant and equipment and other assets		(26	)		(22	)
Additions to intangible assets		(129	)		(139	)
Proceeds from the sale of property, plant and equipment and other assets		-			3
Other investing activities		(2	)		(1	)
Net cash (used in)/provided by investing activities		(162	)		2,120
Financing Activities
Proceeds from the issuance of debt, net of issuance costs	-				1,232
Repayment of debt		-			(3,632	)
Cash dividends paid to shareholders		(43	)		(43	)
Payments related to tax withholding for share-based payment arrangements		(6	)		(9	)
Proceeds from employee stock purchase plan		1			1
Finance leases		(18	)		(27	)
Other financing activities		(8	)		(6	)
Net cash used in financing activities		(74	)		(2,484	)
Effect of exchange-rate changes on cash and cash equivalents		(7	)		(4	)
Net increase/(decrease) in cash and cash equivalents		241			(200	)
Cash and cash equivalents at beginning of period		380			610
Cash and cash equivalents at end of period	$	621		$	410
Supplemental Cash Flow Information
Cash paid for income taxes	$	106		$	76
Cash paid for interest, net of amounts capitalized	$	136		$	161

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

- 6 -

Nielsen Holdings plc

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended June 30, 2022

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash			Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow			Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges			Benefits			Equity			Interests			Equity
Balance, March 31, 2022	$	32	$	4,256		$	(148	)	$	(670	)	$	(5	)	$	(59	)	$	3,406		$	191		$	3,597
Net income		—		—			111			—			—			—			111			2			113
Currency translation adjustments, net of tax of zero		—		—			—			(40	)		—			—			(40	)		(4	)		(44	)
Cash flow hedges, net of tax of $(3)		—		—			—			—			7			—			7			—			7
Net unrealized pension and other postretirement benefits, net of tax of $(1)		—		—			—			—			—			3			3			—			3
Capital contribution by non-controlling partner		—		—			—			—			—			—			—			1			1
Dividends to shareholders ($0.06 per share of common stock)		—		(21	)		—			—			—			—			(21	)		(4	)		(25	)
Payments related to tax withholding for share-based payment arrangements		—		(2	)		—			—			—			—			(2	)		—			(2	)
Share-based compensation expense		—		10			—			—			—			—			10			—			10
Balance, June 30, 2022	$	32	$	4,243		$	(37	)	$	(710	)	$	2		$	(56	)	$	3,474		$	186		$	3,660

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

- 7 -

Nielsen Holdings plc

Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2022

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash		Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow		Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges		Benefits			Equity			Interests			Equity
Balance, December 31, 2021	$	32	$	4,273		$	(253	)	$	(647)		$	(18)	$	(73	)	$	3,314		$	182		$	3,496
Net income		—		—			216			—			—		—			216			12			228
Currency translation adjustments, net of tax of $(3)		—		—			—			(63	)		—		11			(52	)		(3	)		(55	)
Cash flow hedges, net of tax of $(7)		—		—			—			—			20		—			20			—			20
Net unrealized pension and other postretirement benefits, net of tax of $(2)		—		—			—			—			—		6			6			—			6
Capital contribution by non-controlling partner		—		—			—			—			—		—			—			1			1
Dividends to shareholders ($0.06 per share, per quarter of common stock)		—		(43	)		—			—			—		—			(43	)		(6)			(49	)
Payments related to tax withholding for share-based payment arrangements		—		(6	)		—			—			—		—			(6	)		—			(6	)
Share-based compensation expense		—		18			—			—			—		—			18			—			18
Employee stock purchase plan		—		1			—			—			—		—			1			—			1
Balance, June 30, 2022	$	32	$	4,243		$	(37	)	$	(710	)	$	2	$	(56	)	$	3,474		$	186		$	3,660	0

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

- 8 -

Nielsen Holdings plc

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended June 30, 2021

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash			Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow			Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges			Benefits			Equity			Interests			Equity
Balance, March 31, 2021	$	32	$	4,314		$	(643	)	$	(591	)	$	(34	)	$	(101	)	$	2,977		$	193		$	3,170
Net income		—		—			76			—			—			—			76			2			78
Currency translation adjustments, net of tax of $2		—		—			—			(30	)		—			—			(30	)		2			(28	)
Cash flow hedges, net of tax of (2)		—		—			—			—			4			—			4			—			4
Net unrealized pension and other postretirement benefits, net of tax of $(1)		—		—			—			—			—			2			2			—			2
Dividends to shareholders ($0.06 per share of common stock)		—		(22	)		—			—			—			—			(22	)		(3	)		(25	)
Common stock activity from share-based compensation plans		—		—			—			—			—			—			—			—			—
Share-based compensation expense		—		9			—			—			—			—			9			—			9
Balance, June 30, 2021	$	32	$	4,301		$	(567	)	$	(621	)	$	(30	)	$	(99	)	$	3,016		$	194		$	3,210

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

- 9 -

Nielsen Holdings plc

Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2021

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash			Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow			Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges			Benefits			Equity			Interests			Equity
Balance, December 31, 2020	$	32	$	4,340		$	(1,216	)	$	(821	)	$	(39	)	$	(245	)	$	2,051		$	192		$	2,243
Net income		—		—			649			—			—			—			649			5			654
Currency translation adjustments, net of tax of $(1)		—		—			—			(33	)		—			—			(33	)		—			(33	)
Cash flow hedges, net of tax of $(5)		—		—			—			—			9			—			9			—			9
Net unrealized pension and other postretirement benefits, net of tax of $(2)		—		—			—			—			—			5			5			—			5
Other comprehensive income gain/(loss) on disposition net of tax of $(42)		—		—			—			233			—			141			374			—			374
Dividends to shareholders ($0.06 per share, per quarter of common stock)		—		(43	)		—			—			—			—			(43	)		(6	)		(49	)
Common stock activity from share-based compensation plans		—		(4	)		—			—			—			—			(4	)		—			(4	)
Share-based compensation expense		—		16			—			—			—			—			16			—			16
Other		—		(8	)		—			—			—			—			(8	)		3			(5	)
Balance, June 30, 2021	$	32	$	4,301		$	(567	)	$	(621	)	$	(30	)	$	(99	)	$	3,016		$	194		$	3,210

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

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Nielsen Holdings plc

Notes to Condensed Consolidated Financial Statements

Note 1. Background and Basis of Presentation

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, (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 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 of the Scheme. On July 8, 2022, Nielsen filed a definitive proxy statement with the U.S. Securities and Exchange Commission to convene two shareholder meetings scheduled for August 9, 2022 to vote on certain proposals with respect to the Proposed Transaction. At the Court Meeting (which is convened by the High Court of Justice in England and Wales pursuant to U.K. law to which Nielsen is subject), shareholders will vote on whether to approve the Proposed Transaction. At the Special Meeting (which will immediately follow the Court Meeting), shareholders will vote on related proposals to carry the Proposed Transaction into effect. Alternatively to the Scheme, 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 June 30, 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.

- 11 -

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 June 30,			Six Months Ended June 30,
	2022		2021	2022		2021
Weighted-average shares of common stock outstanding, basic	359,776,182		358,620,131	359,654,815		358,287,878
Dilutive shares of common stock	1,799,419		1,796,904	1,465,097		2,020,747
Weighted-average shares of common stock outstanding, diluted	361,575,601		360,417,035	361,119,912		360,308,625

The effect of 1,630,973 and 2,716,576 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2022 and 2021, respectively, as such shares would have been anti-dilutive.

The effect of 1,612,291 and 2,749,253 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the six months ended June 30, 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, 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 assets and liabilities have been accounted for as assets held for sale in our condensed consolidated balance sheets through the date of the sale. The operating results related to these lines of business have been included in discontinued operations in our condensed consolidated statements of operations. The condensed consolidated statement of cash flows presents combined cash flows from continuing operations with cash flows from discontinued operations within each cash flow statement category. See Note 12 – Discontinued Operations for further detail.

Note 2. Summary of Recent Accounting Pronouncements

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

On March 12, 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASC 848 contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. 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.

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Note 3. Revenue Recognition

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

Revenue 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 and six months ended June 30, 2022 and 2021.

(IN MILLIONS) (UNAUDITED)	Three Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2022		2021
Measurement	$	644	$	629	$		1,289	$	1,261
Impact/Content		238		232			470		463
Total	$	882	$	861	$		1,759	$	1,724

Timing of revenue recognition
Products and services transferred over time	$	782	$	763	$		1,561	$	1,537
Products transferred at a point in time		100		98			198		187
Total	$	882	$	861	$		1,759	$	1,724

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.

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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		103
Contract assets included in December 31, 2021 balance that were invoiced and transferred to trade receivables for the period		(79	)
The effect of foreign currency translation and other		(1	)
Balance June 30, 2022	$	120
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		122
Revenue recognized for the period that was included in the contract liability balance as of December 31, 2021		(111	)
The effect of foreign currency translation and other		(2	)
Balance June 30, 2022	$	140

Transaction Price Allocated to the Remaining Performance Obligations

As of June 30, 2022, approximately $3.4 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 73% 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 June 30, 2022 and December 31, 2021, the balances of such capitalized costs were $46 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 $0.4 million and $0.7 million of these costs for the three and six months ended June 30, 2022, respectively. For the three and six months ended June 30, 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. There was no impairment loss recorded in any of the periods presented. Incremental direct costs incurred to build the infrastructure to service new contracts are capitalized as a contract cost.

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

The following schedule represents the allowance for doubtful accounts roll forward incorporating expected credit losses as of June 30, 2022 and December 31, 2021, respectively.

(IN MILLIONS)	Balance Beginning of Period		Charges to Expense			Deductions			Effect of Foreign Currency Translation		Balance at End of Period
Allowance for doubtful accounts
Six months ended June 30, 2022	$	6	$	-		$	-	$	-		$	6
Year ended December 31, 2021	$	11	$	(4	)	$	-	$	(1	)	$	6

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Note 4. Other Intangible Assets

Other Intangible Assets

	Gross Amounts				Accumulated Amortization
	June 30,		December 31,		June 30,			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		(98	)		(96	)
Customer-related intangibles		2,556		2,558		(1,746	)		(1,689	)
Covenants-not-to-compete		26		26		(26	)		(26	)
Content databases		168		168		(74	)		(67	)
Computer software		1,693		1,572		(1,084	)		(947	)
Patents and other		153		148		(131	)		(128	)
Total	$	4,706	$	4,582	$	(3,159	)	$	(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 six months ended June 30, 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 impairment assessment as of June 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 $100 million and $102 million for the three months ended June 30, 2022 and 2021, respectively. These amounts included amortization expense associated with computer software of $67 million for each of the three months ended June 30, 2022 and 2021.

Amortization expense associated with the above intangible assets was $205 million and $204 million for the six months ended June 30, 2022 and 2021, respectively. These amounts included amortization expense associated with computer software of $137 million and $132 million for the six months ended June 30, 2022 and 2021, respectively.

At June 30, 2022, the net book value of purchased software and internally developed software was $10 million and $599 million, respectively.

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Note 5. Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component

The table below summarizes the changes in accumulated other comprehensive income/(loss), net of tax, by component for the six months ended June 30, 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		(66	)		13			15			(38	)
Amounts reclassified from accumulated other comprehensive loss		—			7			2			9
Net current period other comprehensive (loss)/income		(66	)		20			17			(29	)
Net current period other comprehensive income attributable to noncontrolling interest		(3	)		—			—			(3	)
Net current period other comprehensive (loss)/income attributable to Nielsen shareholders		(63	)		20			17			(26	)
Balance June 30, 2022	$	(710	)	$	2		$	(56	)	$	(764	)

	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		(33	)		—			(1	)		(34	)
Amounts reclassified from accumulated other comprehensive loss		233			9			147			389
Net current period other comprehensive income		200			9			146			355
Balance June 30, 2021	$	(621	)	$	(30	)	$	(99	)	$	(750	)

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended June 30, 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	June 30, 2022			June 30, 2021			Statement of Operations
Cash flow hedges
Interest rate contracts	$	4		$	7		Interest (income)/expense
		(1	)		(2	)	(Benefit)/provision for income taxes
	$	3		$	5		Total, net of tax
Post-Employment Benefits
Amortization of actuarial loss(1)	$	2		$	4		Other expense, net
		(1	)		(1	)	(Benefit)/provision for income taxes
	$	1		$	3		Total, net of tax
Total reclassification for the period	$	4		$	8		Net of tax

(1)

This accumulated other comprehensive loss component is included in the computation of net periodic pension cost.

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The table below summarizes the reclassification of accumulated other comprehensive loss by component for the six months ended June 30, 2022 and 2021, respectively.

	Amount Reclassified from
	Accumulated Other
(IN MILLIONS)	Comprehensive Loss/(Income)
Details about Accumulated							Affected Line Item in the
Other Comprehensive	Six Months Ended			Six Months Ended			Condensed Consolidated
Income components	June 30, 2022			June 30, 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	$	9		$	13		Interest (income)/expense
		(2	)		(4	)	(Benefit)/provision for income taxes
	$	7		$	9		Total, net of tax
Post-Employment Benefits
Amortization of actuarial loss(1)	$	5		$	8		Other expense, net
		(3	)		(2	)	(Benefit)/provision for income taxes
	$	2		$	6		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	$	2		$	147
Total reclassification for the period	$	9		$	389		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 six months ended June 30, 2021.

Note 6. Fair Value Measurements

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

There are three levels of inputs that may be used to measure fair value:

Level 1:		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:		Pricing inputs that are generally unobservable and may not be corroborated by market data.

Financial Assets and Liabilities Measured on a Recurring Basis

The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements

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requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. In addition, the Company records changes in the fair value of equity investments with readily determinable fair values in net income rather than in accumulated other comprehensive income/(loss). Investments that do not have readily determinable fair values are recognized at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adjustments related to the observable price changes will also be recognized in net income.

The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021:

	June 30,
(IN MILLIONS)	2022		Level 1		Level 2		Level 3
Assets:
Plan assets for deferred compensation ⁽¹⁾	$	20	$	20	$	—	$	—
Investment in mutual funds ⁽²⁾		1		1		—		—
Interest rate swap arrangements ⁽⁴⁾
Other current assets		4				4
Other non-current assets		2				2
Warrant ⁽³⁾		6		—		—		6
Total	$	33	$	21	$	6	$	6
Liabilities:
Interest rate swap arrangements ⁽⁴⁾
Other current liabilities	$	1	$	—	$	1	$	—
Other non-current liabilities		—		—		—		—
Deferred compensation liabilities ⁽⁵⁾		20		20		—		—
Total	$	21	$	20	$	1	$	—

	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)

The 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.

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(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 June 30, 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 the six months ended June 30, 2022 and 2021, Nielsen recorded a net loss of $1 million and an insignificant net loss, respectively, associated with foreign currency derivative financial instruments within other expense/(income), net in its condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021, the notional amounts of the outstanding foreign currency derivative financial instruments were $28 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 June 30, 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	%

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The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three and six months ended June 30, 2022 and 2021 respectively is as follows:

		Interest Expense			Interest Expense
		Three Months Ended June 30,			Six Months Ended June 30,
(IN MILLIONS)					2022		2021
Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded)	$	67	$	69	$	133	$	149
Amount of loss reclassified from accumulated other comprehensive income into income, net of tax	$	3	$	5	$	7	$	9

Nielsen expects to recognize approximately $6 million of net pre-tax gains from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.

Derivatives in Cash Flow Hedging Relationships

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended June 30, 2022 and 2021, respectively, was as follows:

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

June 30,

Portion)

June 30,

(IN MILLIONS)

2022

2021

2022

2021

Interest rate swaps

)

Interest expense

The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 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	Six Months Ended						into Income (Effective	Six Months Ended
Hedging Relationships	June 30,						Portion)	June 30,
(IN MILLIONS)	2022			2021				2022		2021
Interest rate swaps	$	(17	)	$	(1	)	Interest expense	$	9		$	13

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Note 7. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of June 30, 2022.

Annual maturities of Nielsen’s long-term debt are as follows:

	June 30, 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%	$	744				$	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)		2,095		3.18	%		2,093	2.10		%
Senior debenture loans
$500 maturing in 2025, 5.000%		498					498
$1,000 maturing in 2028, 5.625%		988					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)		3,458		5.51	%		3,457		5.52	%
Total long-term debt		5,553		4.64	%		5,550		4.24	%
Finance lease and other financing obligations		61					76
Total debt and other financing arrangements		5,614					5,626
Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings		31					35
Non-current portion of long-term debt and finance lease and other financing obligations	$	5,583				$	5,591

The total fair value of senior secured term loans and debenture loans was approximately $5,359 million and $5,646 million at June 30, 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.

The Company has a senior secured term loan with an outstanding principal balance of $744 million that comes due in July 2023. As discussed in Note 1, the Proposed Transaction is expected to close in the second half of 2022. If the Proposed Transaction were not to close as expected, based on the Company’s current operating performance, the Company believes it has the financial resources and access to capital markets such that it is probable that it will be able to refinance this debt prior to maturity.

Annual maturities of Nielsen’s long-term debt are as follows:

(IN MILLIONS)
For July 1, 2022 to December 31, 2022	$	—
2023		2,095
2024		—
2025		498
2026		—
2027		—
Thereafter		2,960
	$	5,553

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Note 8. Shareholders’ Equity

Common stock activity is as follows:

	Six Months Ended
	June 30, 2022
Actual number of shares of common stock outstanding
Beginning of period		359,267,535
Shares of common stock issued through compensation plans		566,806
End of period		359,834,341

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 $43 million in each of the six months ended June 30, 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 July 14, 2022, the Board declared a cash dividend of $0.06 per share on Nielsen’s common stock. The dividend is payable on September 2, 2022 to shareholders of record at the close of business on August 18, 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 by Nielsen’s shareholders at its annual general meeting of shareholders held on May 17, 2022 (the “Authority”), with such Authority to remain in place until the end of the 2023 annual general meeting of shareholders or close of business on August 17, 2023, whichever is earlier. 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 2022 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.

There were no share repurchases for the six months ended June 30, 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).

Note 9. Income Taxes

The effective tax rates for the three months ended June 30, 2022 and 2021 were 23% ($33 million tax expense) and 29% ($36 million tax expense), respectively. The decrease in Nielsen’s income tax expense for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 was primarily driven by a decrease in earnings in higher taxed jurisdictions in the current period and the absence of the unfavorable impact of deferred tax revaluation recognized in the prior period.

The effective tax rates for the six months ended June 30, 2022 and 2021 were 23% ($66 million tax expense) and 33% ($96 million tax expense), respectively. The decrease in Nielsen’s income tax expense for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 was primarily driven by a decrease in earnings in higher taxed jurisdictions in the current period and the absence of the unfavorable impact of deferred tax revaluation recognized in the prior period.

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The estimated liability for unrecognized tax benefits as of June 30, 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.

Note 10. Commitments and Contingencies

Legal Proceedings and Contingencies

In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which alleged similar facts but also named other Nielsen officers, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. The operative complaint was filed on September 27, 2019, and asserts violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of Nielsen’s Buy 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 terms of the settlement were approved by the Court on 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. On June 1, 2022, the stay was further extended until July 31, 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.

Following the announcement of the Transaction Agreement as discussed in Note 1, several lawsuits have been filed in federal and state court by purported Nielsen shareholders against Nielsen and members of the Board (collectively, the “Actions”) relating to the Proposed Transaction. The Actions generally allege that the preliminary proxy statement filed by Nielsen in connection with the Proposed Transaction misrepresented and/or omitted certain purportedly material information and assert violations of Sections 14(a) and 20(a) of the Exchange Act and the rules promulgated thereunder or negligent and fraudulent misrepresentation and concealment in violation of New York common law and breach of duty of disclosure under the laws of England and Wales. Plaintiffs generally seek, among other things, to enjoin Nielsen from consummating the Proposed Transaction, or in the alternative, rescission of the Proposed Transaction and/or compensatory damages, as well as attorney’s fees. The defendants believe that the Actions are without merit.

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.

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Note 11. Segments

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

	Three Months Ended June 30,					Six Months Ended June 30,
(IN MILLIONS)			2022		2021		2022		2021
Revenues		$	882	$	861	$	1,759	$	1,724
Operating income			213		219		410		472
Depreciation and amortization			127		126		257		253
Restructuring charges ⁽¹⁾			2		6		14		6
Share-based compensation expense			10		9		18		16
Other items ⁽²⁾			19		10		44		11
Adjusted EBITDA ⁽³⁾		$	371		370	$	743	$	758

Total assets as of June 30, 2022		$	10,910
Total assets as of December 31, 2021				$	10,820

(1)

Restructuring charges in all periods presented primarily consist of real estate consolidation.

(2)

For the three and six months ended June 30, 2022, other items primarily consist of business optimization costs and transaction related costs, including costs related to the Proposed Transaction. For the three and six months ended June 30, 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.

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Note 12. Discontinued Operations

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 first quarter of 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.

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The following table summarizes the major classes of line items constituting net income from discontinued operations, net of tax:

	Three Months Ended June 30,						Six Months Ended June 30,
(IN MILLIONS)		2022		2021			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⁾		1		(10	)		5		(23	)
Income/(loss) from discontinued operations before income taxes		1		(10	)		5		(106	)
Benefit/(provision) for income taxes		-		-			-		21
Net income/(loss) from discontinued operations	$	1	$	(10	)	$	5	$	(85	)
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		1		(10	)		5		457
Net income/(loss) from discontinued operations attributable to noncontrolling interests		-		-			-		-
Net income/(loss) from discontinued operations attributable to Nielsen shareholders	$	1	$	(10	)	$	5	$	457

(1)

Net income of $1 million and $5 million for the three and six months ended June 30, 2022, respectively, represents the true up of estimated receivables from and payables to affiliates of Advent under tax indemnification arrangements for certain liabilities to various taxing authorities.

The Company’s Sixth Amended and Restated Credit Agreement entered into in July 2020 and the Credit Agreement entered into in June 2020, as amended by Amendment No. 1 thereto in July 2020, which has since been terminated, required $1.3 billion of senior secured term loans to be repaid pursuant to the debt covenants which were triggered as a result of the Connect Transaction. As such, the Company elected to allocate interest expense to discontinued operations of $8 million for the six months ended June 30, 2021. There was no interest expense for the six months ended June 30, 2022.

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 six months ended June 30, 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 June 30, 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 $12 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.

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The following table provides operating and investing cash flows for Nielsen’s discontinued operations for the six months ended June 30, 2021 (in millions):

		June 30,
(IN MILLIONS)		2021
		(Unaudited)
Net cash flows used in operating activities	$	(233	)
Net cash flows used in investing activities		(26	)

There was no cash flows from discontinued operations during the six months ended June 30, 2022.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis supplements management’s discussion and analysis of Nielsen Holdings plc (the “Company” or “Nielsen”) for the year ended December 31, 2021 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on February 28, 2022, and presumes that readers have read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed Consolidated Financial Statements and related notes thereto. Further, this report includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed transaction as well as those that may be identified by words such as "will," "intend," "expect," "anticipate," "should," "could" and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding the proposed transaction and Nielsen ONE. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen's business, the failure of Nielsen's new business strategy in accomplishing Nielsen's objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen's business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement entered into pursuant to the proposed transaction (the "Transaction Agreement"), the possibility that Nielsen shareholders may not approve the proposed transaction, the risk that the parties to the Transaction Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsen's ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are set forth in this Item 2 or Part II, Item 1A, if any, and those outlined in Nielsen's disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its Annual Reports of Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this report or as of the date they were made, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.

Background and Executive Summary

We serve the world’s media and content ecosystem and are a global leader in audience measurement, data and analytics. Through our understanding of people and their behaviors across all channels and platforms, we empower our clients with independent and actionable intelligence so they can connect and engage with their audiences—now and into the future.

We provide a holistic and objective understanding of the media industry to our various clients. Our data is used by our publishing clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content. Our data is used by our marketer and advertiser agency clients to plan and optimize their spend and is used by our content creator clients to inform decisions and identify trends.

We believe that only Nielsen provides a fair playing field for the business of media, under our unique approach AUDIENCE IS EVERYTHING®, and we believe that we are the only provider with data that’s representative of the entire media ecosystem. All of our products have been reviewed to ensure they are representative of diverse populations and we have launched intelligence into the marketplace on the value of audience representation. We are the currency of choice in the U.S. media market and essential to the global media and content ecosystem. We believe that we are uniquely positioned to deliver the most reliable deduplication metrics across linear and digital platforms. An S&P 500 company, we offer measurement and analytics service in more than 55 countries.

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

Our business strategy is built upon a model that has traditionally yielded consistent revenue performance. Our measurement, data and analytics solutions, which have been developed through substantial investment over many decades, are deeply embedded into our clients’ workflows. Typically, before the start of each year, approximately 80% of our annual revenue has been committed under contracts, which provides us with a greater degree of stability for our revenue and allows us to more effectively manage our

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profitability and cash flows. We continue to look for growth opportunities through global expansion, specifically within emerging markets, as well as through the cross-platform expansion of our analytical services and measurement services.

Achieving our business objectives requires us to manage a number of key risk areas. Our growth objective of geographic market and service expansion requires us to maintain the consistency and integrity of our information and underlying processes on a global scale, and to effectively invest our capital in technology and infrastructure to keep pace with our clients’ demands and our competitors. Core to managing these key risk areas is our commitment to data privacy and security as it drives our ability to deliver quality insights for our clients in line with evolving regulatory requirements and governing standards across all the geographies and industries in which we operate. Our operating footprint in over 55 countries requires disciplined global and local resource management of internal and third-party providers to ensure success. In addition, our high level of indebtedness requires active management of our debt profile, with a focus on underlying maturities, interest rate risk, liquidity and operating cash flows.

Proposed Transaction with Consortium of Private Investment Funds

On March 28, 2022, we entered into 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, (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 Transaction Agreement provides that at the effective time of the Proposed Transaction, all ordinary shares will be transferred from our 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 our shareholders, regulatory approvals, consultation with the works council and other customary closing conditions. The Proposed Transaction will also be subject to UK court approval of the Scheme. On July 8, 2022, we filed a definitive proxy statement with the SEC to convene two shareholder meetings scheduled for August 9, 2022 to vote on certain proposals with respect to the Proposed Transaction. At the Court Meeting (which is convened by the High Court of Justice in England and Wales pursuant to U.K. law to which we are subject), shareholders will vote on whether to approve the Proposed Transaction. At the Special Meeting (which will immediately follow the Court Meeting), shareholders will vote on related proposals to carry the Proposed Transaction into effect. Alternatively to the Scheme, 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.

For further discussion regarding the potential risks associated with the Proposed Transaction, see “Part II—Item 1A—Risk Factors.”

COVID-19

Global economic conditions will continue to be volatile as long as the COVID-19 pandemic remains a public health threat because of various factors including, as a result of new information concerning the severity of the pandemic, government actions to mitigate the effects of the pandemic in the near-term, the severity and spread of new variants of the virus and their resistance to current vaccines and treatments, the approval of new treatments and vaccines, and the resulting impact on our business and operations and sales and customer demand. We expect global economic performance and the performance of our businesses to vary by geography and discipline until the impact of the COVID-19 pandemic on the global economy subsides.

Please refer to Part I—Item 1—Business, Part I—Item 1A—Risk Factors and Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Annual Report on Form 10-K for a description of the measures taken in response to COVID-19, which had a significant impact on our operations and performance in fiscal year 2021, and for further discussion regarding the potential future impacts of COVID-19 and related economic conditions on the Company.

Critical Accounting Estimates

Please refer to the Critical Accounting Estimates within management’s discussion and analysis of financial condition and results of operations of the Company for the year ended December 31, 2021 as contained in the Annual Report on Form 10-K filed by the Company with the SEC on February 28, 2022.

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Factors Affecting Our Financial Results

Foreign Currency

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

	Six Months Ended June 30,
	2022			2021
U.S. Dollar		84	%		84	%
Euro		5	%		5	%
Other Currencies		11	%		11	%
Total		100	%		100	%

Fluctuations in the value of foreign currencies relative to the U.S. dollar impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under “Item 3—Quantitative and Qualitative Disclosures about Market Risk.” In countries with currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates, while revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. dollar to Euro exchange rate was $1.10 to €1.00 and $1.21 to €1.00 for the six months ended June 30, 2022 and 2021, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

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

Results of Operations – Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

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

	Three Months Ended June 30,
(IN MILLIONS)	2022		2021
Revenues	$	882	$	861
Cost of revenues, exclusive of depreciation and amortization shown separately below		327		292
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		213		218
Depreciation and amortization		127		126
Restructuring charges		2		6
Operating income		213		219
Interest expense		67		69
Other expense, net		1		26
Income from continuing operations before income taxes		145		124
Provision for income taxes		33		36
Net income from continuing operations		112		88
Net income/(loss) from discontinued operations, net of taxes		1		(10	)
Net income		113		78
Net income attributable to noncontrolling interests		2		2
Net income attributable to Nielsen shareholders	$	111	$	76

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Net Income from Continuing Operations to Adjusted EBITDA Reconciliation

We report information in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Internally, management uses Adjusted EBITDA, a non-GAAP measure to monitor and evaluate our financial performance, as a metric in our incentive compensation programs and to compare our results to those of our competitors. We present Adjusted EBITDA to provide useful supplemental information that will allow investors to evaluate the Company’s results using the same measures that management uses to monitor and measure performance. Adjusted EBITDA should not be considered in isolation or as an alternative to financial information presented in accordance with GAAP. In addition, our definition of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

We define Adjusted EBITDA as net income or loss from continuing operations of our condensed consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, impairment of goodwill and other long-lived assets, share-based compensation expense and other non-operating items from our condensed consolidated statements of operations, as well as certain other items that arise outside the ordinary course of our continuing operations specifically described below. Adjusted EBITDA margin is Adjusted EBITDA for a particular period expressed as a percentage of revenues for that period.

Impairment of goodwill and other long-lived assets: We exclude the impact of charges related to the impairment of goodwill and other long-lived assets. We believe that the exclusion of these impairments, which are non-cash, allows for a meaningful measure that increases period-to-period comparability.

Share-based compensation expense: We exclude the impact of costs relating to share-based compensation. Share-based compensation expense can vary significantly based on the timing, size and nature of awards granted. We believe that the exclusion of share-based compensation expense, which is typically non-cash, allows for a meaningful measure that increases period-to-period comparability.

Restructuring charges: We exclude restructuring expenses, which primarily include employee severance, office consolidation and contract termination charges, to allow for a meaningful measure that increases period-to-period comparability. Furthermore, we exclude these expenses as we believe these expenses in any specific period may not directly correlate to the underlying performance of our business.

Other non-operating income/(expense), net: We exclude foreign currency exchange transaction gains and losses, primarily related to intercompany financing arrangements, as well as other non-operating income and expense items, such as gains and losses recorded on business combinations or dispositions, sales of investments, net income/(loss) attributable to noncontrolling interests and early redemption payments made in connection with debt refinancing. We exclude these non-operating income and expense items as we believe these items in any specific period may not directly correlate to the underlying performance of our business.

Other items: We exclude certain expenses and gains that arise outside the ordinary course of our continuing operations. Such costs primarily include legal settlements and related fees, acquisition related expenses, business optimization costs and other transaction costs. We believe excluding these items allows for a meaningful measure that increases period to period comparability.

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The below table presents a reconciliation from net income from continuing operations to Adjusted EBITDA for the three months ended June 30, 2022 and 2021:

	Three Months Ended June 30,
(IN MILLIONS)	2022		2021
Net income from continuing operations	$	112	$	88
Less: Net income attributable to noncontrolling interests		2		2
Net income from continuing operations attributable to Nielsen shareholders		110		86
Interest expense, net		67		69
Provision for income taxes		33		36
Depreciation and amortization		127		126
EBITDA		337		317
Other non-operating expense, net		3		28
Restructuring charges ⁽¹⁾		2		6
Share-based compensation expense		10		9
Other items ⁽²⁾		19		10
Adjusted EBITDA	$	371	$	370

(1)	For the three months ended June 30, 2022 and 2021, restructuring charges primarily consist of real estate consolidation.

(2)

For the three months ended June 30, 2022, other items primarily consist of business optimization costs and transaction related costs, including costs associated with the Proposed Transaction. For the three months ended June 30, 2021, other items primarily consist of business optimization costs and transaction related costs.

Results from Continuing Operations for the Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

Revenues

The table below sets forth our revenue for the three months ended June 30, 2022 compared to the three months ended June 30, 2021, both on an as-reported and constant currency basis:

(IN MILLIONS)	2022		2021		% Variance 2022 vs. 2021 Reported			2021 Constant Currency		% Variance 2022 vs. 2021 Constant Currency
Measurement	$	644		629		2.4	%		623		3.4	%
Impact / Content		238		232		2.6	%		225		5.8	%
Total	$	882	$	861		2.4	%	$	848		4.0	%

Revenues increased 2.4% to $882 million in 2022 from $861 million in 2021 or an increase of 4.0% on a constant currency basis. Revenue growth was primarily driven by growth in Measurement, which increased 2.4%, or an increase of 3.4% on a constant currency basis, with overall solid growth, driven by strength in national and digital measurement products in the US, and in international markets. Impact / Content revenues increased 2.6%, or an increase of 5.8% on a constant currency basis largely driven by solid growth in Content.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 12.0% to $327 million in 2022 from $292 million in 2021, or an increase of 13.9% on a constant currency basis. The increase in costs were primarily due to the higher revenue performance discussed above, the return of temporary costs savings realized in the prior year from actions taken in response to the COVID-19 pandemic and our continued investments in our products and services.

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

Selling, general and administrative expenses decreased 2.3% to $213 million in 2022 from $218 million in 2021, or an increase of 0.5% on a constant currency basis. The increase in costs on a constant currency basis were primarily due to the return of temporary costs savings realized in the prior year from actions taken in response to the COVID-19 pandemic and costs associated with the Proposed Transaction, partially offset by a decrease in consultancy fees related to the costs incurred in 2021 to operate as a standalone company without the Global Connect business.

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Depreciation and Amortization

Depreciation and amortization expense was $127 million in 2022 as compared to $126 million in 2021, inclusive of depreciation and amortization expense associated with tangible and intangibles assets acquired in business combinations of $36 million and $38 million, respectively.

Operating Income

Operating income was $213 million in 2022 as compared to $219 million in 2021. The decrease was primarily due to the return of temporary costs savings realized in the prior year from actions taken in response to the COVID-19 pandemic, continued investments in our products and services and costs associated with the Proposed Transaction in 2022, partially offset by the increase in revenue performance discussed above.

Interest Expense, Net

Interest expense, net was $67 million in 2022, as compared to $69 million in 2021. This decrease was primarily due to lower loan balances, partially offset by higher interest expense attributable to rising LIBOR rates.

Other Expense/(Income), Net

Other expense, net was $1 million in 2022. Other expense, net was $26 million in 2021, primarily related to the write-off of previously capitalized deferred financing fees of $20 million in conjunction with the May 2021 debt refinancing and a loss from a business disposition.

Income from continuing operations before Income Taxes

Income was $145 million in 2022 compared to income of $124 million in 2021 due primarily to the consolidated results mentioned above.

Income Taxes

The effective tax rates for the three months ended June 30, 2022 and 2021 were 23% ($33 million tax expense) and 29% ($36 million tax expense), respectively. The decrease in our income tax expense for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 was primarily driven by a decrease in earnings in higher taxed jurisdictions in the current period and the absence of the unfavorable impact of deferred tax revaluation recognized in the prior period.

The estimated liability for unrecognized tax benefits as of June 30, 2022 is $174 million. If the balance of our tax positions is sustained by the taxing authorities in our favor, our effective tax rate would be reduced in future periods by $26 million.

Adjusted EBITDA

(IN MILLIONS)

Three Months

Ended June 30,

2022

Three Months

Ended June 30,

2021

% Variance

2022 vs. 2021

Reported

Three Months Ended

June 30, 2021

Constant Currency

% Variance

2022 vs. 2021

Constant Currency

Adjusted EBITDA

371

370

0.3

368

0.8

Adjusted EBITDA increased 0.3% to $371 million in 2022 from $370 million in 2021, or an increase of 0.8% on a constant currency basis, reflecting the revenue performance above, partially offset by our continued investment in our products and services.

Results from Discontinued Operations for the Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

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, we recorded a gain of $542 million net of tax during the three months ended March 30, 2021. The results of operations of Global Connect have been classified as discontinued operations for all periods presented.

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Net income from discontinued operations was $1 million and a net loss of $10 million for the three months ended June 30, 2022 and 2021, respectively. Both periods reflected an adjustment to the liability under the tax indemnification arrangement associated with the Connect Transaction that closed on March 2021.

Results of Operations – Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

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

	Six Months Ended June 30,
(IN MILLIONS)	2022			2021
Revenues	$	1,759		$	1,724
Cost of revenues, exclusive of depreciation and amortization shown separately below		641			569
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		437			424
Depreciation and amortization		257			253
Restructuring charges		14			6
Operating income		410			472
Interest expense		133			149
Other (income)/expense, net		(8	)		30
Income from continuing operations before income taxes and equity in net income of affiliates		285			293
Provision for income taxes		66			96
Equity in net income of affiliates		(4	)		-
Net income from continuing operations		223			197
Net income from discontinued operations, net of taxes		5			457
Net income		228			654
Net income attributable to noncontrolling interests		12			5
Net income attributable to Nielsen shareholders	$	216		$	649

Net Income from Continuing Operations to Adjusted EBITDA Reconciliation

The below table presents a reconciliation from net income from continuing operations to Adjusted EBITDA for the six months ended June 30, 2022 and 2021:

	Six Months Ended June 30,
(IN MILLIONS)	2022			2021
Net income from continuing operations	$	223		$	197
Less: Net income attributable to noncontrolling interests		12			5
Net income from continuing operations attributable to Nielsen shareholders		211			192
Interest expense, net		133			149
Provision for income taxes		66			96
Depreciation and amortization		257			253
EBITDA		667			690
Equity in net income of affiliates		(4	)		-
Other non-operating expense, net		4			35
Restructuring charges ⁽¹⁾		14			6
Share-based compensation expense		18			16
Other items ⁽²⁾		44			11
Adjusted EBITDA	$	743		$	758

(1)

For the six months ended June 30, 2022 and 2021, restructuring charges primarily consist of real estate consolidation.

(2)

For the six months ended June 30, 2022, other items primarily consist of business optimization costs and transaction related costs, including costs associated with the Proposed Transaction. For the six months ended June 30, 2021, other items primarily consist of business optimization costs and transaction related costs.

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Results from Continuing Operations for the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Revenues

The table below sets forth our revenue for the six months ended June 30, 2022 compared to the six months ended June 30, 2021, both on an as-reported and constant currency basis:

(IN MILLIONS)	2022		2021		% Variance 2022 vs. 2021 Reported			2021 Constant Currency		% Variance 2022 vs. 2021 Constant Currency
Measurement	$	1,289		1,261		2.2	%		1,251		3.0	%
Impact / Content		470		463		1.5	%		453		3.8	%
Total	$	1,759	$	1,724		2.0	%	$	1,704		3.2	%

Revenues increased 2.0% to $1,759 million in 2022 from $1,724 million in 2021 or an increase of 3.2% on a constant currency basis. Revenue growth was primarily driven by growth in Measurement, which increased 2.2%, or an increase of 3.0% on a constant currency basis, with overall solid growth, driven by strength in national and digital measurement products in the US, and in international markets. Impact / Content revenues increased 1.5%, or an increase of 3.8% on a constant currency basis. This was driven in part by solid growth in Content, part of which was timing-related, improving trends in short-cycle revenue and the Sports business in Impact.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 12.7% to $641 million in 2022 from $569 million in 2021, or an increase of 14.3% on a constant currency basis. The increase in costs were primarily due to the higher revenue performance discussed above, the return of temporary costs savings realized in the prior year from actions taken in response to the COVID-19 pandemic, and our continued investments in our products and services.

Selling, general and administrative expenses

Selling, general and administrative expenses increased 3.1% to $437 million in 2022 from $424 million in 2021, or an increase of 5.3% on a constant currency basis. The increase in costs were primarily due to the return of temporary costs savings realized in the prior year from actions taken in response to the COVID-19 pandemic and the costs associated with the Proposed Transaction in 2022.

Depreciation and Amortization

Depreciation and amortization expense was $257 million in 2022 as compared to $253 million in 2021, inclusive of depreciation and amortization expense associated with tangible and intangibles assets acquired in business combinations of $73 million and $78 million, respectively.

Operating Income

Operating income was $410 million in 2022 as compared to $472 million in 2021. The decrease was primarily due to the return of temporary costs savings realized in the prior year from actions taken in response to the COVID-19 pandemic, continued investments in our products and services, the costs associated with the Proposed Transaction and increased restructuring charges for the period, partially offset by the revenue performance discussed above.

Interest Expense, Net

Interest expense was $133 million in 2022, as compared to $149 million in 2021. This decrease was primarily due to lower loan balances, partially offset by higher interest expense attributable to rising LIBOR rates.

Other (Income)/Expense, Net

Other income, net was $8 million in 2022, primarily related to a gain from the sale of an equity investment. Other expense, net was $30 million in 2021, primarily related to the write-off of certain previously capitalized deferred financing fees in conjunction with the May 2021 debt refinancing and a loss from a business disposition.

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Income from continuing operations before Income Taxes and Equity in Net Income of Affiliates

Income was $285 million in 2022 compared to income of $293 million in 2021 due to the consolidated results mentioned above.

Income Taxes

The effective tax rates for the six months ended June 30, 2022 and 2021 were 23% ($66 million tax expense) and 33% ($96 million tax expense), respectively. The decrease in our income tax expense for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 was primarily driven by a decrease in earnings in higher taxed jurisdictions in the current period and the absence of the unfavorable impact of deferred tax revaluation recognized in the prior period.

Adjusted EBITDA

(IN MILLIONS)

Six Months

Ended June 30,

2022

Six Months

Ended June 30,

2021

% Variance

2022 vs. 2021

Reported

Six Months Ended

June 30, 2021

Constant Currency

% Variance

2022 vs. 2021

Constant Currency

Adjusted EBITDA

743

758

(2.0

755

(1.6

Adjusted EBITDA decreased 2.0% to $743 million in 2022 from $758 million in 2021, or a decrease of 1.6% on a constant currency basis, reflecting our continued investment in our products and services and the costs associated with the Proposed Transaction, partially offset by our revenue performance.

Results from Discontinued Operations for the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

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, we recorded a gain of $542 million net of tax during the six months ended June 30, 2021. The results of operations of Global Connect have been classified as discontinued operations for all periods presented.

Net income from discontinued operations from Global Connect for the six months ended June 30, 2022 and 2021 was $5 million and $457 million, respectively. Results for the six months ended June 30, 2021 included a net loss from Global Connect of $85 million, which reflects operating results through March 5, 2021 and a gain of $542 million, net of tax from the Connect Transaction.

Consolidated Liquidity and Capital Resources

Overview

We provide for additional liquidity through several sources including maintaining an adequate cash balance, access to global funding sources and a committed revolving credit facility. The following table provides a summary of the major sources of liquidity as of and for the six months ended June 30, 2022 and 2021:

(IN MILLIONS)	2022		2021
Net cash from operating activities	$	484	$	168
Cash and cash equivalents	$	621	$	410
Availability under Revolving credit facility	$	837	$	838

Of the $621 million in cash and cash equivalents, approximately $282 million was held in jurisdictions outside the United States and as a result, there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the United States. We regularly review the amount of cash and cash equivalents held outside of the United States to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

- 36 -

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

We have a senior secured term loan with an outstanding principal balance of $744 million that comes due in July 2023. As discussed in Note 1, the Proposed Transaction is expected to close in the second half of 2022. If the Proposed Transaction were not to close as expected, based on our current operating performance, we believe we have the financial resources and access to capital markets such that it is probable that we will be able to refinance this debt prior to maturity.

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

Consolidated Cash Flows for the Six Months Ended June 30, 2022 Versus the Six Months Ended June 30, 2021.

(IN MILLIONS)	2022			2021
Net cash from operating activities	$	484		$	168
Net cash from investing activities	$	(162	)	$	2,120
Net cash from financing activities	$	(74	)	$	(2,484	)

Operating activities. The increase in net cash provided by operating activities was primarily due to lower working capital outflows in 2022.

Investing activities. The primary drivers for the decrease from investing activities were the proceeds from the sale of our Global Connect business during the six months ended June 30, 2021. See Note 12 – Discontinued Operations. Excluding those sales proceeds, cash used in investing activities was $159 million in 2021, primarily related to capital expenditures.

Financing activities. The decrease in net cash used in financing activities was primarily due to the partial repayment of our Senior secured term loans and our Senior notes during the six months ended June 30, 2021.

The operating, investing and financing activities above include Global Connect through the Connect Transaction close date in 2021.

Financial Debt Covenants Attributable to The Nielsen Company B.V.

Our Sixth Amended and Restated Credit Agreement, date July 21, 2020 (the “Amended Credit Agreement”) contains a financial covenant consisting of a maximum leverage ratio applicable to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the Amended Credit Agreement) at the end of any calendar quarter to Consolidated EBITDA (as defined in the Amended Credit Agreement) for the four quarters then ended to exceed a specified threshold. The maximum permitted ratio is 5.50 to 1.00.

Failure to comply with this financial covenant would result in an event of default under our Amended Credit Agreement unless waived by our senior credit lenders. An event of default under our Amended Credit Agreement can result in the acceleration of our indebtedness under the facilities, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the financial covenant described above could cause us to default under the agreements governing our indebtedness, management believes that our Amended Credit Agreement and this covenant are material to us. As of June 30, 2022, we were in full compliance with the financial covenant described above.

Pursuant to Regulation S-X Rule 13-01, which simplifies certain disclosure requirements for guarantors and issuers of guaranteed securities, we are no longer required to provide condensed consolidating financial statements for us and our subsidiaries, including the guarantors and non-guarantors under our credit agreement and the indentures governing our senior notes. Nielsen Holding and Finance B.V., the parent covenant party under our credit agreement and the indentures governing our senior notes, and its restricted subsidiaries together comprise substantially all of our assets, liabilities and operations, and there are no material differences between the consolidating information related to us, on the one hand, and Nielsen Holding and Finance B.V. and its restricted subsidiaries on a standalone basis, on the other hand.

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Revolving Credit Facility

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

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

We had zero borrowings outstanding and had outstanding letters of credit of $13 million for each of the six months ended June 30, 2022 and 2021. As of June 30, 2022, we had $837 million available for borrowing under the senior secured revolving credit facility.

Dividends and Share Repurchase Program

On January 31, 2013, our 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. We paid cash dividends of $43 million in each of the six months ended June 30, 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 July14, 2022, the Board declared a cash dividend of $0.06 per share of common stock. The dividend is payable on September 2, 2022 to shareholders of record at the close of business on August 18, 2022.

On February 26, 2022, the Board authorized the repurchase of up to $1 billion of our 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 as the restrictions set forth in the Transaction Agreement. This authorization has been executed within the limitations of the authority granted to us by our shareholders at our annual general meeting of shareholders held on May 17, 2022 (the “Authority”), with such Authority to remain in place until the end of the 2023 annual general meeting of shareholders or close of business on August 17, 2023, whichever is earlier. Pursuant to the Authority, we 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 our 2022 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 we 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 us in record form. Any such shares repurchased by us pursuant to either form of contract will be cancelled.

There were no share repurchases for the six months ended June 30, 2022 or 2021, and the Board has no present intention to exercise the Authority, as a result of the Proposed Transaction or entering into the Transaction Agreement (see above).

Summary of Recent Accounting Pronouncements

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

- 38 -

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.

Commitments and Contingencies

Legal Proceedings and Contingencies

For information about our legal proceedings, see Note 10 – Commitments and Contingencies.

Other Contractual Obligations

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Currency Exchange Risk

We operate globally and predominantly generate revenues and expenses in local currencies. Approximately 16% of our revenues and 21% of our operating costs were generated in currencies other than the U.S. Dollar for the six months ended June 30, 2022. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure. Typically, a one percent change in the U.S. Dollar/Euro exchange rate, holding all other currencies constant, will impact revenues by approximately $2 million annually, with an immaterial impact on our profitability.

For the six months ended June 30, 2022 and 2021, we recorded a net loss of $1 million and an insignificant net loss, respectively, associated with foreign currency derivative financial instruments within other expense/(income), net in our condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021, the notional amounts of outstanding foreign currency derivative financial instruments were $28 million and $29 million, respectively.

The table below details the percentage of revenues and expenses by currency for the six months ended June 30, 2022:

	U.S. Dollar		Euro		Other Currencies
Revenues	84	%	5	%	11	%
Operating costs	79	%	6	%	15	%

Interest Rate Risk

We continually review our fixed and variable rate debt along with related hedging opportunities in order to ensure our portfolio is appropriately balanced as part of our overall interest rate risk management strategy. Through this process, we consider both short-term and long-term considerations in the U.S. and global financial markets in making adjustments to our tolerable exposures to interest rate risk. At June 30, 2022, we had $2,095 million in carrying value of floating-rate debt under our senior secured credit facilities of which $1,050 million was subject to effective floating-fixed interest rate swaps. These derivatives have been designated as interest rate cash flow hedges and fix the LIBOR-related portion of interest rates of a corresponding amount of our variable-rate-debt. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately $10 million ($21 million without giving effect to any of our interest rate swaps).

- 39 -

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

Equity Price Risk

We are not exposed to material equity price risk.

Item 4.

Controls and Procedures

(a)	Evaluation of Disclosure Controls and Procedures

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

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2022 (the “Evaluation Date”). Based on such evaluation and subject to the foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

(b)	Changes in Internal Control over Financial Reporting

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

- 40 -

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

For information about our legal proceedings, see Note 10–Commitments and Contingencies.

Item 1A.

Risk Factors

There have been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated by our Form 10-Q for the quarter ended March 31, 2022, which, along with the Risk Factors previously disclosed, could materially adversely affect our business, financial condition and results of operations. Additional risks and uncertainties that are not presently known to us or that we deem immaterial may also impair our business operations and financial condition.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

There were no unregistered sales of our common stock during the three months ended June 30, 2022.

Purchases of Equity Securities by the Issuer

There were no share repurchases during the three months ended June 30, 2022.

Our Board authorized the repurchase of up to $1 billion of our outstanding ordinary shares on February 26, 2022 as described under Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Liquidity and Capital Resources—Dividends and Share Repurchase Program. The Board has no present intention to exercise the Authority.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable

Item 6.

Exhibits

- 41 -

EXHIBIT INDEX

Exhibit Number		Description of Exhibits

2.1√		Stock Purchase Agreement by and among Nielsen Holdings plc, Indy US Bidco, LLC and Indy Dutch Bidco B.V., dated as of October 31, 2020 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Nielsen Holdings plc with the Securities and Exchange Commission on November 2, 2020)

2.2√		Transaction Agreement, dated as of March 28, 2022, by and among Nielsen Holdings plc, Neptune Intermediate Jersey Limited and Neptune BidCo US Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Nielsen Holdings plc with the Securities and Exchange Commission on March 30, 2022)

10.1		Warrant by and between VNU International B.V. and AI PAVE Dutchco I B.V., dated as of March 5, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Nielsen Holdings plc with the Securities and Exchange Commission on March 11, 2021)

31.1*		CEO 302 Certification Pursuant to Rule 13a-14(a)/15d-14(a)

31.2*		CFO 302 Certification Pursuant to Rule 13a-14(a)/15d-14(a)

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

101*		The following financial information from Nielsen Holdings plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in iXBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2022 and 2021, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2022 and 2021, (iii) Condensed Consolidated Balance Sheets at June 30, 2022 (Unaudited) and December 31, 2021, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three and six months ended June 30, 2022 and 2021, (v) Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2022 and 2021, and (vi) the Notes to Condensed Consolidated Financial Statements.

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

*	Filed or furnished herewith

√

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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

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SIGNATURES

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

		Nielsen Holdings plc (Registrant)

Date: July 27, 2022		/s/ Henry Iglesias
		Henry Iglesias Senior Vice President and Corporate Controller (Duly Authorized Officer and Principal Accounting Officer)

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