Nielsen Holdings plc (Form: 10-Q, Received: 07/31/2019 07:19:44)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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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, 2019

☐	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.)

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

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, 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 355,673,567 shares of the registrant’s Common Stock outstanding as of June 30, 2019.

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	- 37 -
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	- 53 -
Item 4.	Controls and Procedures	- 54 -
PART II.	OTHER INFORMATION	- 55 -
Item 1.	Legal Proceedings	- 55 -
Item 1A.	Risk Factors	- 55 -
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	- 55 -
Item 3.	Defaults Upon Senior Securities	- 55 -
Item 4.	Mine Safety Disclosures	- 55 -
Item 5.	Other Information	- 55 -
Item 6.	Exhibits	- 55 -
	Signatures	- 57 -

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)	2019			2018			2019			2018
Revenues	$	1,628		$	1,647		$	3,191		$	3,257
Cost of revenues, exclusive of depreciation and amortization shown separately below		699			698			1,394			1,417
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		483			494			963			987
Depreciation and amortization		185			162			364			329
Restructuring charges		12			65			47			89
Operating income/(loss)		249			228			423			435
Interest income		1			2			3			4
Interest expense		(100	)		(100	)		(199	)		(196	)
Foreign currency exchange transaction gains/(losses), net		(1	)		(4	)		(4	)		(4	)
Other income/(expense), net		—			(5	)		5			(4	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates		149			121			228		235
Benefit/(provision) for income taxes		(23	)		(44	)		(55	)		(83	)
Equity in net income/(loss) of affiliates		—			(1	)		—			(1	)
Net income/(loss)		126			76			173			151
Net income/(loss) attributable to noncontrolling interests		3			4			7			7
Net income/(loss) attributable to Nielsen shareholders	$	123		$	72		$	166		$	144
Net income/(loss) per share of common stock, basic
Net income/(loss) attributable to Nielsen shareholders	$	0.35		$	0.20		$	0.47		$	0.40
Net income/(loss) per share of common stock, diluted
Net income/(loss) attributable to Nielsen shareholders	$	0.34		$	0.20		$	0.47		$	0.40
Weighted-average shares of common stock outstanding, basic		355,630,327			355,773,490			355,539,038			356,115,127
Dilutive shares of common stock		997,381			602,670			954,854			707,962
Weighted-average shares of common stock outstanding, diluted		356,627,708			356,376,160			356,493,892			356,823,089
Dividends declared per common share	$	0.35		$	0.35		$	0.70		$	0.69

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

- 3 -

Nielsen Holdings plc

Condensed Consolidated Statements of Comprehensive Income/(Loss) (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(IN MILLIONS)	2019			2018			2019			2018
Net income/(loss)	$	126		$	76		$	173		$	151
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments ⁽¹⁾		9			(141	)		20			(100	)
Changes in the fair value of cash flow hedges ⁽²⁾		(20	)		3			(29	)		14
Defined benefit pension plan adjustments ⁽³⁾		2			5			6			9
Total other comprehensive income/(loss)		(9	)		(133	)		(3	)		(77	)
Total comprehensive income/(loss)		117			(57	)		170			74
Less: comprehensive income/(loss) attributable to noncontrolling interests		5			—			9			5
Total comprehensive income/(loss) attributable to Nielsen shareholders	$	112		$	(57	)	$	161		$	69

(1)	Net of tax of $3 million and $(6) million for the three months ended June 30, 2019 and 2018, respectively, and $(1) million and $(3) million for the six months ended June 30, 2019 and 2018, respectively

(2)	Net of tax of $8 million and $(1) million for the three months ended June 30, 2019 and 2018, respectively, and $11 million and $(5) million for the six months ended June 30, 2019 and 2018, respectively

(3)	Net of tax of zero and $(1) million for the three months ended June 30, 2019 and 2018, respectively, and $(1) million and $(2) million for the six months ended June 30, 2019 and 2018, respectively.

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)	2019			2018
	(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	393		$	524
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $26 and $31 as of June 30, 2019 and December 31, 2018, respectively		1,227			1,118
Prepaid expenses and other current assets		406			361
Total current assets		2,026			2,003
Non-current assets
Property, plant and equipment, net		450			468
Operating lease right-of-use asset		453			—
Goodwill		7,017			6,987
Other intangible assets, net		4,981			5,024
Deferred tax assets		329			333
Other non-current assets		332			364
Total assets	$	15,588		$	15,179
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	1,024		$	1,119
Deferred revenues		363			355
Income tax liabilities		90			76
Current portion of long-term debt, finance lease obligations and short-term borrowings		412			107
Total current liabilities		1,889			1,657
Non-current liabilities
Long-term debt and finance lease obligations		8,233			8,280
Deferred tax liabilities		1,078			1,108
Operating lease liabilities		418			—
Other non-current liabilities		982			1,091
Total liabilities		12,600			12,136
Commitments and contingencies (Note 13)
Equity:
Nielsen shareholders’ equity
Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized, 355,687,078 and 355,323,822 shares issued and 355,673,567 and 355,271,737 shares outstanding at June 30, 2019 and December 31, 2018, respectively		32			32
Additional paid-in capital		4,501			4,720
Retained earnings/(accumulated deficit)		(629	)		(795	)
Accumulated other comprehensive loss, net of income taxes		(1,115	)		(1,110	)
Total Nielsen shareholders’ equity		2,789			2,847
Noncontrolling interests		199			196
Total equity		2,988			3,043
Total liabilities and equity	$	15,588		$	15,179

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)	2019			2018
Operating Activities
Net income/(loss)	$	173		$	151
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Share-based compensation expense		26			20
Currency exchange rate differences on financial transactions and other (gains)/losses		(1	)		7
Equity in net loss of affiliates, net of dividends received		1			1
Depreciation and amortization		364			329
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(118	)		(109	)
Prepaid expenses and other assets		(4	)		(108	)
Accounts payable and other current liabilities and deferred revenues		(153	)		(129	)
Other non-current liabilities		(48	)		1
Interest payable		6			—
Income taxes		(63	)		(38	)
Net cash provided by/(used in) operating activities		183			125
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(60	)		(30	)
Additions to property, plant and equipment and other assets		(44	)		(44	)
Additions to intangible assets		(186	)		(202	)
Net cash provided by/(used in) investing activities		(290	)		(276	)
Financing Activities
Net borrowings under revolving credit facility		296			246
Proceeds from issuances of debt, net of issuance costs		—			781
Repayment of debt		(29	)		(799	)
Increase/(decrease) in other short-term borrowings		(1	)		—
Cash dividends paid to shareholders		(249	)		(246	)
Repurchase of common stock		—			(60	)
Activity from share-based compensation plans		(4	)		18
Proceeds from employee stock purchase plan		2			3
Finance leases		(29	)		(40	)
Other financing activities		(8	)		(11	)
Net cash provided by/(used in) financing activities		(22	)		(108	)
Effect of exchange-rate changes on cash and cash equivalents		(2	)		(3	)
Net increase/(decrease) in cash and cash equivalents		(131	)		(262	)
Cash and cash equivalents at beginning of period		524			656
Cash and cash equivalents at end of period	$	393		$	394
Supplemental Cash Flow Information
Cash paid for income taxes	$	(118	)	$	(121	)
Cash paid for interest, net of amounts capitalized	$	(193	)	$	(196	)

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

- 6 -

Nielsen Holdings plc

Condensed Consolidated Statements of Changes in Equity

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended June 30, 2019

									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, 2019	$	32	$	4,614		$	(752	)	$	(768	)	$	2		$	(338	)	$	2,790		$	199		$	2,989
Net income/(loss)		—		—			123			—			—			—			123			3			126
Currency translation adjustments, net of tax of $3		—		—			—			7			—			—			7			2			9
Cash flow hedges, net of tax of $8		—		—			—			—			(20	)		—			(20	)		—			(20	)
Unrealized gain on pension liability, net of tax of zero		—		—			—			—			—			2			2			—			2
Employee stock purchase plan		—		1			—			—			—			—			1			—			1
Divestiture of a non-controlling interest in a consolidated subsidiary, net		—		—			—			—			—			—			—			(2	)		(2	)
Dividends to shareholders		—		(125	)		—			—			—			—			(125	)		(3	)		(128	)
Common stock activity from share-based compensation plans		—		(1	)		—			—			—			—			(1	)		—			(1	)
Share-based compensation expense		—		12			—			—			—			—			12			—			12
Balance, June 30, 2019	$	32	$	4,501		$	(629	)	$	(761	)	$	(18	)	$	(336	)	$	2,789		$	199		$	2,988

- 7 -

Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2019

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash			Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow			Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges			Benefits			Equity			Interests			Equity
Balance, December 31, 2018	$	32	$	4,720		$	(795	)	$	(779	)	$	11		$	(342	)	$	2,847		$	196		$	3,043
Net income/(loss)		—		—			166			—			—			—			166			7			173
Currency translation adjustments, net of tax of $(1)		—		—			—			18			—			—			18			2			20
Cash flow hedges, net of tax of $11		—		—			—			—			(29	)		—			(29	)		—			(29	)
Unrealized gain on pension liability, net of tax of $(1)		—		—			—			—			—			6			6			—			6
Employee stock purchase plan		—		2			—			—			—			—			2			—			2
Capital contribution by non-controlling partner		—		—			—			—			—			—			—			2			2
Divestiture of a non-controlling interest in a consolidated subsidiary, net		—		—			—			—			—			—			—			(2	)		(2	)
Dividends to shareholders		—		(249	)		—			—			—			—			(249	)		(6	)		(255	)
Common stock activity from share-based compensation plans		—		(4	)		—			—			—			—			(4	)		—			(4	)
Share-based compensation expense		—		32			—			—			—			—			32			—			32
Balance, June 30, 2019	$	32	$	4,501		$	(629	)	$	(761	)	$	(18	)	$	(336	)	$	2,789		$	199		$	2,988

- 8 -

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended June 30, 2018

									Accumulated Other Comprehensive Income
									(Loss), Net								Total
			Additional						Currency			Cash		Post			Nielsen
	Common		Paid-in			Retained			Translation			Flow		Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			Earnings			Adjustments			Hedges		Benefits			Equity			Interests			Equity
Balance, March 31, 2018	$	32	$	4,750		$	362		$	(571	)	$	21	$	(336	)	$	4,258		$	200		$	4,458
Net income/(loss)		—		—			72			—			—		—			72			4			76
Currency translation adjustments, net of tax of $(6)		—		—			—			(137	)		—		—			(137	)		(4	)		(141	)
Cash flow hedges, net of tax of $(1)		—		—			—			—			3		—			3			—			3
Unrealized gain on pension liability, net of tax of $(1)		—		—			—			—			—		5			5			—			5
Employee stock purchase plan		—		2			—			—			—		—			2			—			2
Dividends to shareholders		—		—			(125	)		—			—		—			(125	)		(4	)		(129	)
Common stock activity from share-based compensation plans		—		4			—			—			—		—			4			—			4
Repurchase of common stock		—		(40	)		—			—			—		—			(40	)		—			(40	)
Share-based compensation expense		—		7			—			—			—		—			7			—			7
Balance, June 30, 2018	$	32	$	4,723		$	309		$	(708	)	$	24	$	(331	)	$	4,049		$	196		$	4,245

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Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2018

									Accumulated Other Comprehensive Income
									(Loss), Net								Total
			Additional						Currency			Cash		Post			Nielsen
	Common		Paid-in			Retained			Translation			Flow		Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			Earnings			Adjustments			Hedges		Benefits			Equity			Interests			Equity
Balance, December 31, 2017	$	32	$	4,742		$	411		$	(610	)	$	10	$	(340	)	$	4,245		$	198		$	4,443
Net income/(loss)		—		—			144			—			—		—			144			7			151
Currency translation adjustments, net of tax of $(3)		—		—			—			(98	)		—		—			(98	)		(2	)		(100	)
Cash flow hedges, net of tax of $(5)		—		—			—			—			14		—			14			—			14
Unrealized gain on pension liability, net of tax of $(2)		—		—			—			—			—		9			9			—			9
Employee stock purchase plan		—		3			—			—			—		—			3			—			3
Dividends to shareholders		—		—			(246	)		—			—		—			(246	)		(7	)		(253	)
Common stock activity from share-based compensation plans		—		18			—			—			—		—			18			—			18
Repurchase of common stock		—		(60	)		—			—			—		—			(60	)		—			(60	)
Share-based compensation expense		—		20			—			—			—		—			20			—			20
Balance, June 30, 2018	$	32	$	4,723		$	309		$	(708	)	$	24	$	(331	)	$	4,049		$	196		$	4,245

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

1. Background and Basis of Presentation

Background

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

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

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

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 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, 2019 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.

Earnings per Share

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

The effect of 4,252,823 and 3,987,794 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, 2019 and 2018, respectively, as such shares would have been anti-dilutive.

The effect of 4,349,778 and 4,102,565 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, 2019 and 2018, respectively, as such shares would have been anti-dilutive.

Accounts Receivable

The Company extends non-interest bearing trade credit to its customers in the ordinary course of business. To minimize credit risk, ongoing credit evaluations of client’s financial condition are performed. An estimate of the allowance for doubtful accounts is made when collection of the full amount is no longer probable or returns are expected.

During the six months ended June 30, 2019, Nielsen sold $131 million of accounts receivable to third parties and recorded an immaterial loss on the sale to interest expense, net in the condensed consolidated statement of operations. As of June 30, 2019 and December 31, 2018, $50 million and $105 million of previously sold receivables, respectively, remained outstanding. The sales were accounted for as true sales, without recourse. Nielsen maintains servicing responsibilities of the majority of receivables sold during the year, for which the related costs are not significant. The proceeds of $131 million from the sales were reported as a component of the changes in trade and other receivables, net within operating activities in the condensed consolidated statement of cash flows.

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2. Summary of Recent Accounting Pronouncements

Leases

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

Income Taxes

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

Financial Instruments – Credit Losses

In June 2016, the FASB issued an ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Nielsen is currently assessing the impact the adoption of this ASU will have on the Company’s condensed consolidated financial statements.

3. Revenue Recognition

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

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

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

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

Revenue from our Media segment is primarily generated from television, radio, digital and mobile audience measurement services and analytics which are used by the Company’s media clients to establish the value of airtime and more effectively schedule and promote their programming and the Company’s advertising clients to plan and optimize their spending. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, revenues for these services are recognized over the period during which the performance obligations are satisfied and control of the service is transferred to the customer.

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The Company enters into cooperation arrangements with certain customers, under which the customer provides Nielsen with its data in exchange for Nielsen’s services. Nielsen records these transactions at fair value, which is determined based on the fair value of goods or services received, if reasonably estimable. If not reasonably estimable, the Company considers the fair value of the goods or services surrendered.

The table below sets forth the Company’s revenue disaggregated within each segment by major product offerings and timing of revenue recognition.

(IN MILLIONS) (UNAUDITED)		Three Months Ended June 30,				Six Months Ended June 30,
		2019		2018		2019		2018
Connect Segment
Measure	$	546	$	560	$	1,085	$	1,123
Predict/Activate		226		240		424		463
Connect	$	772	$	800	$	1,509	$	1,586

Media Segment
Audience Measurement	$	622	$	601	$	1,227	$	1,197
Plan/Optimize		234		246		455		474
Media	$	856	$	847	$	1,682	$	1,671
Total	$	1,628	$	1,647	$	3,191	$	3,257

Timing of revenue recognition
Products transferred at a point in time	$	145	$	157	$	276	$	275
Products and services transferred over time		1,483		1,490		2,915		2,982
Total	$	1,628	$	1,647	$	3,191	$	3,257

Contract Assets and Liabilities

Contract assets represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. While the Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied, under certain circumstances the related billing occurs in arrears, generally within one month of the services being rendered.

At the inception of a contract, the Company generally expects the period between when it transfers its services to its customers and when the customer pays for such services will be one year or less.

Contract liabilities relate to advance consideration received or the right to consideration that is unconditional from customers for which revenue is recognized when the performance obligation is satisfied and control transferred to the customer.

The table below sets forth the Company’s contract assets and contract liabilities from contracts with customers.

(IN MILLIONS)

June 30,

2019

December 31,

2018

Contract assets

280

210

Contract liabilities

369

359

The increase in the contract assets balance during the period was primarily due to $249 million of revenue recognized that was not billed, in accordance with the terms of the contracts, as of June 30, 2019, offset by $179 million of contract assets included in the December 31, 2018 balance that were invoiced to our clients and therefore transferred to trade receivables.

The increase in the contract liability balance during the period is primarily due to $287 million of advance consideration received or the right to consideration that is unconditional from customers for which revenue was not recognized during the period, offset by $277 million of revenue recognized that was included in the December 31, 2018 contract liability balance.

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Transaction Price Allocated to the Remaining Performance Obligations

As of June 30, 2019, approximately $6.9 billion of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for our services. This amount excludes variable consideration allocated to performance obligations related to sales and usage based royalties on licenses of intellectual property.

The Company expects to recognize revenue on approximately 70% of these remaining performance obligations through December 31, 2020, 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, 2019 and December 31, 2018, the balances of such capitalized costs were $14 million and $18 million, respectively. These costs are typically amortized through cost of revenues over the original contract period beginning when the infrastructure to service new clients is ready for its intended use. The amortization of these costs for the three and six months ended June 30, 2019 was $2 million and $4 million, respectively. The amortization of these costs for the three and six months ended June 30, 2018 was $3 million and $7 million, respectively. There was no impairment loss recorded in any of the periods presented.

4. Business Acquisitions

Acquisitions

For the six months ended June 30, 2019, Nielsen paid cash consideration of $60 million associated with current period acquisitions, net of cash acquired. Had these 2019 acquisitions occurred as of January 1, 2019, the impact on Nielsen’s consolidated results of operations would not have been material.

For the six months ended June 30, 2018, Nielsen paid cash consideration of $30 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2018 acquisitions occurred as of January 1, 2018, the impact on Nielsen’s consolidated results of operations would not have been material.

5. Leases

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

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

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The components of lease expense were as follows:

(in millions)			Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	25			$		37
Interest on lease liabilities		3					5
Total finance lease cost		28					42
Operating lease cost		36					58
Sublease income		(1		)			(2	)
Total lease cost	$	63			$		98

Supplemental balance sheet information related to leases was as follows:

(in millions, except lease term and discount rate)	June 30, 2019
Operating leases
Operating lease right-of-use assets	$	453

Other current liabilities		111
Operating lease liabilities		418
Total operating lease liabilities	$	529

Finance leases
Property, plant and equipment, gross	$	367
Accumulated depreciation		(189	)
Property, plant and equipment, net		178

Other intangible assets, gross		23
Accumulated amortization		(11	)
Other intangible assets, net		12

Accounts payable and other current liabilities		61
Long-term debt and capital lease obligations		90
Total finance lease liabilities	$	151

Other information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases		(5	)
Operating cash flows from operating leases		(65	)
Financing cash flows from finance leases		(29	)
Right-of-use assets obtained in exchange for new finance lease liabilities		13
Right-of-use assets obtained in exchange for new operating lease liabilities		32
Weighted-average remaining lease term--finance leases	3 years
Weighted-average remaining lease term--operating leases	9 years
Weighted-average discount rate--finance leases		6.50	%
Weighted-average discount rate--operating leases		4.50	%

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Annual maturities of Nielsen’s lease liabilities are as follows:

(in millions)	Operating Leases			Finance Leases
For July 1, 2019 to December 31, 2019	$	93		$	46
2020		111			48
2021		84			33
2022		70			18
2023		52			11
2024		35			4
Thereafter		195			9
Total lease payments		640			169
Less imputed interest		(111	)		(18	)
Total	$	529		$	151

6. Goodwill and Other Intangible Assets

Goodwill

During the first quarter of 2019, Nielsen updated its reporting structure in a manner that changed the composition of the Company’s reporting units. The result of this change was combining two of our reporting units into one. Both of these reporting units were in the former Watch reportable segment. The current reporting units are Media and Connect (formerly Watch and Buy), which is the same as our reportable segments. As a result of this change in reporting units, Nielsen performed an interim goodwill impairment analysis during the quarter immediately prior to the change and after the change, and determined that the estimated fair values of the reporting units exceeded their carrying values (including goodwill). As such, there was no impairment as a result of this change. The Connect reporting unit's estimated fair value exceeded its carrying value by less than 10%. Nielsen will continue to closely evaluate and report on any indicators of future impairments.

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2019.

(IN MILLIONS)	Connect		Media		Total
Balance, December 31, 2018	$	1,337	$	5,650	$	6,987
Acquisitions, divestitures and other adjustments		5		17		22
Effect of foreign currency translation		8		—		8
Balance, June 30, 2019	$	1,350	$	5,667	$	7,017

At June 30, 2019, $49 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets

	Gross Amounts				Accumulated Amortization
	June 30,		December 31,		June 30,			December 31,
(IN MILLIONS)	2019		2018		2019			2018
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	$	—		$	—
Amortized intangibles:
Trade names and trademarks		143		140		(106	)		(102	)
Customer-related intangibles		3,153		3,145		(1,685	)		(1,604	)
Covenants-not-to-compete		39		39		(38	)		(38	)
Content databases		168		167		(33	)		(26	)
Computer software		3,009		3,029		(1,635	)		(1,694	)
Patents and other		179		173		(134	)		(126	)
Total	$	6,691	$	6,693	$	(3,631	)	$	(3,590	)

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Amortization expense associated with the above intangible assets was $136 million and $117 million for the three months ended June 30, 2019 and 2018, respectively. These amounts included amortization expense associated with computer software of $86 million and $65 million for the three months ended June 30, 2019 and 2018, respectively.

Amortization expense associated with the above intangible assets was $274 million and $237 million for the six months ended June 30, 2019 and 2018, respectively. These amounts included amortization expense associated with computer software of $173 million and $133 million for the six months ended June 30, 2019 and 2018, respectively.

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

The table below summarizes the changes in accumulated other comprehensive income/(loss), net of tax, by component for the six months ended June 30, 2019 and 2018.

	Foreign Currency
	Translation								Post Employment
	Adjustments				Cash Flow Hedges				Benefits				Total
(IN MILLIONS)
Balance December 31, 2018	$	(779		)	$	11			$	(342		)	$	(1,110		)
Other comprehensive income/(loss) before reclassifications		20				(24		)		—				(4		)
Amounts reclassified from accumulated other comprehensive (income)/loss			—				(5	)			6				1
Net current period other comprehensive income/(loss)		20				(29		)		6				(3		)
Net current period other comprehensive income/(loss) attributable to noncontrolling interest		2				—				—				2
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders		18				(29		)		6				(5		)
Balance June 30, 2019	$	(761		)	$	(18		)	$	(336		)	$	(1,115		)

	Foreign Currency
	Translation								Post Employment
	Adjustments				Cash Flow Hedges				Benefits				Total
(IN MILLIONS)
Balance December 31, 2017	$	(610		)	$	10			$	(340		)	$	(940		)
Other comprehensive income/(loss) before reclassifications		(100		)		15				2				(83		)
Amounts reclassified from accumulated other comprehensive (income)/loss			—				(1	)			7				6
Net current period other comprehensive income/(loss)		(100		)		14				9				(77		)
Net current period other comprehensive income/(loss) attributable to noncontrolling interest		(2		)		—				—				(2		)
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders		(98		)		14				9				(75		)
Balance June 30, 2018	$	(708		)	$	24			$	(331		)	$	(1,015		)

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The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended June 30, 2019 and 2018, respectively.

	Amount Reclassified from
	Accumulated Other
(IN MILLIONS)	Comprehensive (Income)/Loss
Details about Accumulated							Affected Line Item in the
Other Comprehensive	Three Months Ended			Three Months Ended			Condensed Consolidated
Income components	June 30, 2019			June 30, 2018			Statement of Operations
Cash flow hedges
Interest rate contracts	$	(3	)	$	(1	)	Interest (income)/expense
		1			—		(Benefit)/provision for income taxes
	$	(2	)	$	(1	)	Total, net of tax
Amortization of Post-Employment Benefits
Actuarial loss	$	4		$	5		(a)
		(1	)		(1	)	(Benefit)/provision for income taxes
	$	3		$	4		Total, net of tax
Total reclassification for the period	$	1		$	3		Net of tax

(a)

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

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the six months ended June 30, 2019 and 2018, respectively.

	Amount Reclassified from
	Accumulated Other
(IN MILLIONS)	Comprehensive (Income)/Loss
Details about Accumulated							Affected Line Item in the
Other Comprehensive	Six Months Ended			Six Months Ended			Condensed Consolidated
Income components	June 30, 2019			June 30, 2018			Statement of Operations
Cash flow hedges
Interest rate contracts	$	(7	)	$	(1	)	Interest (income)/expense
		2			—		(Benefit)/provision for income taxes
	$	(5	)	$	(1	)	Total, net of tax
Amortization of Post-Employment Benefits
Actuarial loss	$	7		$	9		(a)
		(1	)		(2	)	(Benefit)/provision for income taxes
	$	6		$	7		Total, net of tax
Total reclassification for the period	$	1		$	6		Net of tax

(a)

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

- 18 -

8. Restructuring Activities

Productivity Initiatives

Restructuring charges are primarily related to programs associated with Nielsen’s plans to reduce selling, general and administrative expenses as well as automation initiatives. These charges primarily relate to employee separation packages. The amounts are calculated based on salary levels and past service periods. Severance costs are generally charged to earnings when planned employee terminations are approved.

A summary of the changes in the liabilities for restructuring activities is provided below:

	Total
(IN MILLIONS)	Initiatives
Balance at December 31, 2018	$	68
Reclassification of ASC 420 real estate restructuring to right-of -use asset (1)		(22	)
Charges (2)		42
Payments		(45	)
Effect of foreign currency translation and other adjustments		(2	)
Balance at June 30, 2019	$	41

(1)	Upon adoption of ASC 842, the real estate operating lease ASC 420 liabilities were reclassified and presented as a reduction of the related operating lease right-of-use asset.

(2)	Excludes charges related to operating lease right-of-use assets of $5 million. Includes $6 million of adjustments related to changes in previous productivity initiatives.

Nielsen recorded $7 million and $65 million in restructuring charges primarily relating to the productivity initiatives referenced above for the three months ended June 30, 2019 and 2018, respectively.

Nielsen recorded $42 million and $89 million in restructuring charges primarily relating to the productivity initiatives referenced above for the six months ended June 30, 2019 and 2018, respectively.

Of the $41 million in remaining liabilities for restructuring actions, $37 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of June 30, 2019.

9. Fair Value Measurements

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

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

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

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

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

Financial Assets and Liabilities Measured on a Recurring Basis

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

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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, 2019 and December 31, 2018:

	June 30,
(IN MILLIONS)	2019		Level 1		Level 2		Level 3
Assets:
Plan assets for deferred compensation ⁽¹⁾		26		26	—		—
Investment in mutual funds ⁽²⁾		2		2	—		—
Interest rate swap arrangements ⁽³⁾		2		—	2		—
Total	$	30	$	28	$	2	—
Liabilities:
Interest rate swap arrangements ⁽³⁾	$	22	—		$	22	—
Deferred compensation liabilities ⁽⁴⁾		26		26	—		—
Total	$	48	$	26	$	22	—

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

(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)	Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk.

(4)

The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as equity securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the equity securities is also reflected in the changes in fair value of the deferred compensation obligation.

Derivative Financial Instruments

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

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

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Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 10 - Long-term Debt and Other Financing Arrangements for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote.

It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At June 30, 2019, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments.

Foreign Currency Exchange Risk

During the six months ended June 30, 2019 and 2018, Nielsen recorded a net loss of zero and $1 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in its condensed consolidated statements of operations. As of June 30, 2019 and December 31, 2018 the notional amount of the outstanding foreign currency derivative financial instruments were $135 million and $76 million, respectively.

Interest Rate Risk

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

In May 2019, the Company entered into a $150 million aggregate notional amount four-year forward interest rate swap agreement with a starting date of July 9, 2019. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate-debt at an average rate of 1.82%. This derivative has been designated as an interest rate cash flow hedge.

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

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

- 21 -

As of June 30, 2019, the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:

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

The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three and six months ended June 30, 2019 and 2018 respectively:

	Interest Expense				Interest Expense
	Three Months Ended June 30,				Six Months Ended June 30,
(IN MILLIONS)	2019		2018		2019		2018
Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded)	$	100	$	100	$	199	$	196
Amount of gain/(loss) reclassified from accumulated other comprehensive income into income, net of tax	$	2	$	1	$	5	$	1
Amount of loss reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring, net of tax	$	—	$	—	$	—	$	—

Nielsen expects to recognize approximately $2 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

The fair values of the Company’s derivative instruments as of June 30, 2019 and December 31, 2018 were as follows:

June 30, 2019

December 31, 2018

Derivatives Designated as

Hedging Instruments

Prepaid Expense

Other

and Other Current

Other Non-Current

Other Current

Other Non-Current

Non-Current

(IN MILLIONS)

Assets

Liabilities

Assets

Liabilities

Interest rate swaps

—

- 22 -

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, 2019 and 2018 was as follows:

							Amount of (Gain)/Loss
	Amount of (Gain)/Loss						Reclassified from AOCI
	Recognized in OCI					Location of Loss	into Income
	(Effective Portion)					Reclassified from AOCI	(Effective Portion)
Derivatives in Cash Flow	Three Months Ended					into Income (Effective	Three Months Ended
Hedging Relationships	June 30,					Portion)	June 30,
(IN MILLIONS)	2019		2018				2019			2018
Interest rate swaps	$	25	$	(6	)	Interest expense	$	(3	)	$	(1	)

The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 2019 and 2018 was as follows:

							Amount of (Gain)/Loss
	Amount of (Gain)/Loss						Reclassified from AOCI
	Recognized in OCI					Location of Loss	into Income
	(Effective Portion)					Reclassified from AOCI	(Effective Portion)
Derivatives in Cash Flow	Six Months Ended					into Income	Six Months Ended
Hedging Relationships	June 30,					(Effective Portion)	June 30,
(IN MILLIONS)	2019		2018				2019			2018
Interest rate swaps	$	33	$	(21	)	Interest expense	$	(7	)	$	(1	)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company is required, on a nonrecurring basis, to adjust the carrying value for certain assets using fair value measurements. The Company’s equity method investments, and non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

The Company did not measure any material non-financial assets or liabilities at fair value during the six months ended June 30, 2019.

- 23 -

10. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of June 30, 2019.

	June 30, 2019							December 31, 2018
	Weighted							Weighted
	Interest			Carrying		Fair		Interest			Carrying		Fair
(IN MILLIONS)	Rate			Amount		Value		Rate			Amount		Value
$1,125 million Senior secured term loan (LIBOR based variable rate of 4.16%) due 2023				$	1,099		1,090				$	1,112		1,100
$2,303 million Senior secured term loan (LIBOR based variable rate of 4.41%) due 2023					2,274		2,256					2,285		2,215
€545 million Senior secured term loan (Euro LIBOR based variable rate of 2.50%) due 2023					615		615					623		619
$850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023					296		292				—		—
Total senior secured credit facilities (with weighted-average interest rate)		4.12	%		4,284		4,253		4.09	%		4,020		3,934
$800 million 4.50% senior debenture loan due 2020					798		801					797		792
$625 million 5.50% senior debenture loan due 2021					622		628					621		621
$2,300 million 5.00% senior debenture loan due 2022					2,292		2,294					2,290		2,179
$500 million 5.00% senior debenture loan due 2025					497		492					496		472
Total debenture loans (with weighted-average interest rate)		5.22	%		4,209		4,215		5.22	%		4,204		4,064
Other loans					1		1					1		1
Total long-term debt		4.67	%		8,494		8,469		4.67	%		8,225		7,999
Finance lease and other financing obligations					151							161
Bank overdrafts					—							1
Total debt and other financing arrangements					8,645							8,387
Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings					412							107
Non-current portion of long-term debt and finance lease and other financing obligations				$	8,233						$	8,280

The fair value of the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are considered Level 1 or Level 2 in nature, respectively.

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

(IN MILLIONS)
For July 1, 2019 to December 31, 2019	$	320
2020		854
2021		702
2022		2,400
2023		3,719
2024		—
Thereafter		499
	$	8,494

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11. Shareholders’ Equity

Common stock activity is as follows:

	Six Months Ended
	June 30, 2019
Actual number of shares of common stock outstanding
Beginning of period		355,271,737
Shares of common stock issued through compensation plans		363,256
Employee benefit trust activity		38,574
End of period		355,673,567

On January 31, 2013, the Company’s Board of Directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The following table represents the cash dividends declared by the Board and paid for the years ended December 31, 2018 and the six months ended June 30, 2019, respectively.

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

On July 18, 2019, the Board declared a cash dividend of $0.35 per share on Nielsen’s common stock. The dividend is payable on September 5, 2019 to shareholders of record at the close of business on August 22, 2019.

The dividend policy and the payment of future cash dividends are subject to the discretion of the Board.

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

Board Approval	Share Repurchase Authorization ($ in millions)
July 25, 2013	$	500
October 23, 2014	$	1,000
December 11, 2015	$	500
Total Share Repurchase Authorization	$	2,000

Repurchases under this program will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen’s evaluation of market conditions and other factors. This program has been executed within the limitations of the authority granted by Nielsen’s shareholders.

As of June 30, 2019, there were 39,426,521 shares of the Company’s common stock purchased at an average price of $44.95 per share (total consideration of approximately $1,772 million) under this program. There were no share repurchases for the six months ended June 30, 2019.

12. Income Taxes

The effective tax rates for the three months ended June 30, 2019 and 2018 were 15% and 36%, respectively. The tax rate for the three months ended June 30, 2019 was lower than the statutory rate as a result of the favorable impact of certain financing activities and the release of certain tax contingencies, offset by the impact of tax rate differences in other jurisdictions where the Company files tax returns, and audit settlements. The tax rate for the three months ended June 30, 2018 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, offset by the favorable impact of certain financing activities. The principal reason for the decrease in the second quarter effective tax rate in 2019 when compared to 2018 was due to tax reform enacted in the United States as well as the release of certain tax contingencies.

- 25 -

The effective tax rates for the six months ended June 30, 2019 and 2018 were 24% and 35%, respectively. The tax rate for the six months ended June 30, 2019 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where Nielsen files tax returns, and audit settlements, offset by the favorable impact of certain financing activities and the release of certain tax contingencies. The tax rate for the six months ended June 30, 2018 was higher than the statutory rate primarily as a result of the impact of tax rate differences in other jurisdictions where Nielsen files tax returns, offset by the favorable impact of certain financing activities. The principal reason for the decrease in the first half effective tax rate in 2019 when compared to 2018 was due to tax reform enacted within the United States as well as the release of certain tax contingencies.

The estimated liability for unrecognized tax benefits as of December 31, 2018 was $572 million. The Company expects to conclude a number of audits in multiple jurisdictions throughout the remainder of the year. Various statutes of limitation are also due to expire. This is likely to result in a decrease in these liabilities as well as a reduction in the Company’s effective tax rate in the future periods when such matters are concluded.

The Company files numerous consolidated and separate income tax returns in the U.S. and in many state and foreign jurisdictions. With few exceptions the Company is no longer subject to U.S. Federal income tax examination for 2005 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2004 through 2017. During the second quarter of 2019, ongoing audits were effectively settled in certain tax jurisdictions and the impact was recorded accordingly in the second quarter financial statements.

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.

13. Commitments and Contingencies

Legal Proceedings and Contingencies

In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which alleges similar facts but also names other defendants, including former Chief Operating Officer Stephen Hasker, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. These lawsuits assert violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of Nielsen’s Buy (now “Connect”) segment, the Company’s preparedness for changes in global data privacy laws and Nielsen’s reliance on third-party data. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. An amended complaint was filed on June 21, 2019, and the Company anticipates filing a motion to dismiss the suit in the forthcoming months. In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of Nielsen’s current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to Nielsen in connection with factual assertions substantially similar to those in the putative class action complaints. The derivative lawsuit further alleges that certain officers and directors engaged in trading Nielsen stock based on material, nonpublic information. By agreement dated June 26, 2019, the derivative lawsuit has been stayed pending resolution of the Company’s motion to dismiss the aforementioned securities litigation. Nielsen intends to defend these lawsuits vigorously. Based on currently available information, Nielsen believes that the Company has meritorious defenses to these actions and that their resolution is not likely to have a material adverse effect on Nielsen’s business, financial position, or results of operations.

Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period.

Subsequent Event

Other Contractual Arrangements

In July 2019, the Company amended its Second Amended and Restated Master Services Agreement (the “MSA”), dated as of October 1, 2017 and effective as of January 1, 2017 (the “Effective Date”), with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”) by executing Amendment Number One (the “Amendment”) with TCS, dated as of July 1, 2019 and effective as of January 1, 2019 (the “Amendment Effective Date”). The Amendment reduces the amount of services Nielsen has committed to purchase from TCS from the Amendment Effective Date through the remaining term of the MSA (the “Minimum Commitment”) to $1.413 billion, including a commitment to purchase at least $275 million in services during 2019, at

- 26 -

least $250 million in services during 2020, $184.3 million in services per year from 2021 through 2024, and $137.8 million in services in 2025 (in each of the foregoing cases, the “Annual Commitment”). TCS’s charges under existing and future statements of work (“SOW”) pursuant to the MSA will continue to be credited against the Minimum Commitment and the Annual Commitment and the occurrence of certain events, some of which also provide Nielsen with the right to terminate the Agreement or SOWs, as applicable, will continue to be available to reduce the Minimum and Annual Commitment Amounts as they occur. The parties also agreed to certain other commercial terms. However, the other material terms of the MSA as reflected in the MSA and as previously disclosed remain unchanged.

14. Segments

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

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

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

Business Segment Information

(IN MILLIONS)	Connect		Media		Corporate				Total
Three Months Ended June 30, 2019
Revenues	$	772	$	856	$		—		$	1,628
Depreciation and amortization	$	55	$	128	$	2			$	185
Restructuring charges	$	4	$	3	$	5			$	12
Share-based compensation expense	$	4	$	3	$	4			$	11
Other items⁽¹⁾	$	—	$	—	$	13			$	13
Operating income/(loss)	$	46	$	237	$	(34		)	$	249
Business segment income/(loss)⁽²⁾	$	109	$	371	$	(10		)	$	470
Total assets as of June 30, 2019	$	5,560	$	9,822	$	206			$	15,588

(IN MILLIONS)
Three Months Ended June 30, 2018
Revenues	$	800	$	847	$		—		$	1,647
Depreciation and amortization	$	54	$	106	$	2			$	162
Restructuring charges	$	55	$	5	$	5			$	65
Share-based compensation expense	$	3	$	2	$	2			$	7
Other items⁽¹⁾	$	—	$	—	$	6			$	6
Operating income/(loss)	$	1	$	252	$	(25		)	$	228
Business segment income/(loss)⁽²⁾	$	113	$	365	$	(10		)	$	468
Total assets as of December 31, 2018	$	5,416	$	9,647	$	116			$	15,179

- 27 -

(IN MILLIONS)	Connect		Media		Corporate			Total
Six Months Ended June 30, 2019
Revenues	$	1,509	$	1,682	$	—		$	3,191
Depreciation and amortization	$	110	$	251	$	3		$	364
Restructuring charges	$	26	$	10	$	11		$	47
Share-based compensation expense	$	8	$	6	$	12		$	26
Other items ⁽¹⁾	$	—	$	—	$	25		$	25
Operating income/(loss)	$	44	$	451	$	(72	)	$	423
Business segment income/(loss) ⁽²⁾	$	188	$	718	$	(21	)	$	885

(IN MILLIONS)
Six Months Ended June 30, 2018
Revenues	$	1,586	$	1,671	$	—		$	3,257
Depreciation and amortization	$	108	$	218	$	3		$	329
Restructuring charges	$	70	$	14	$	5		$	89
Share-based compensation expense	$	7	$	5	$	8		$	20
Other items ⁽¹⁾	$	—	$	—	$	18		$	18
Operating income/(loss)	$	15	$	475	$	(55	)	$	435
Business segment income/(loss) ⁽²⁾	$	200	$	712	$	(21	)	$	891

(1)

Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three and six months ended June 30, 2019. Other items primarily consists of transaction related costs and business optimization costs for the three and six months ended June 30, 2018.

(2)	The Company’s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments.

15. Guarantor Financial Information

The following supplemental financial information is being provided for purposes of compliance with reporting covenants contained in certain debt obligations of Nielsen and its subsidiaries. The financial information sets forth for Nielsen, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, the consolidating balance sheet as of June 30, 2019 and December 31, 2018, and consolidating statements of operations and cash flows for the periods ended June 30, 2019 and 2018.

The issued debt securities are jointly and severally guaranteed on a full and unconditional basis by Nielsen and subject to certain exceptions, each of the direct and indirect 100% owned subsidiaries of Nielsen, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are also 100% owned indirect subsidiaries of Nielsen: Nielsen Finance LLC and Nielsen Finance Co. for certain series of debt obligations, and The Nielsen Company (Luxembourg) S.ar.l., for the other series of debt obligations. Each issuer is a guarantor of the debt obligations not issued by it.

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations. The senior secured credit facilities contain certain limitations on the ability of Nielsen to receive the cash flows of its subsidiaries.

While all subsidiary guarantees of the issued debt securities are full and unconditional, these guarantees contain customary release provisions including when (i) the subsidiary is sold or sells all of its assets, (ii) the subsidiary is declared “unrestricted” for covenant purposes, (iii) the subsidiary’s guarantee under the senior secured credit facilities is released and (iv) the requirements for discharge of the indenture have been satisfied.

- 28 -

Nielsen Holdings plc

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the three months ended June 30, 2019

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	890		$	738		$	—		$	1,628
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			369			330			—			699
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		1			—			240			242			—			483
Depreciation and amortization		—			—			149			36			—			185
Restructuring charges		—			—			11			1			—			12
Operating income/(loss)		(1	)		—			121			129			—			249
Interest income		1			201			(8	)		1			(194	)		1
Interest expense		—			(93	)		(208	)		7			194			(100	)
Foreign currency exchange transaction gains/(losses), net		—			—			(1	)		—			—			(1	)
Other income/(expense), net		—			—			47			(47	)		—			—
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries		—			108			(49	)		90			—			149
Beneft/(provision) for income taxes		—			(29	)		47			(41	)		—			(23	)
Equity in net income/(loss) of subsidiaries		123			33			125			—			(281	)		—
Net income/(loss)		123			112			123			49			(281	)		126
Less net income/(loss) attributable to noncontrolling interests		—			—			—			3			—			3
Net income/(loss) attributable to controlling interest		123			112			123			46			(281	)		123
Total other comprehensive income/(loss)		(11	)		(26	)		(11	)		(2	)		41			(9	)
Total other comprehensive income/(loss) attributable to noncontrolling interests		—			—			—			2			—			2
Total other comprehensive income/(loss) attributable to controlling interests		(11	)		(26	)		(11	)		(4	)		41			(11	)
Total comprehensive income/(loss)		112			86			112			47			(240	)		117
Comprehensive income/(loss) attributable to noncontrolling interest		—			—			—			5			—			5
Total comprehensive income/(loss) attributable to controlling interest	$	112		$	86		$	112		$	42		$	(240	)	$	112

- 29 -

Nielsen Holdings plc

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the three months ended June 30, 2018

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	899		$	748		$	—		$	1,647
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			359			339			—			698
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		1			—			235			258			—			494
Depreciation and amortization		—			—			129			33			—			162
Restructuring charges		—			—			21			44			—			65
Operating income/(loss)		(1	)		—			155			74			—			228
Interest income		1			165			8			3			(175	)		2
Interest expense		—			(92	)		(174	)		(9	)		175			(100	)
Foreign currency exchange transaction gains/(losses), net		—			—			(1	)		(3	)		—			(4	)
Other income/(expense), net		—			(6	)		120			(119	)		—			(5	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		—			67			108			(54	)		—			121
Benefit/(provision) for income taxes		—			(14	)		(22	)		(8	)		—			(44	)
Equity in net income/(loss) of subsidiaries		72			27			(14	)		—			(85	)		—
Equity in net income/(loss) of affiliates		—			—			—			(1	)		—			(1	)
Net income/(loss)		72			80			72			(63	)		(85	)		76
Less net income/(loss) attributable to noncontrolling interests		—			—			—			4			—			4
Net income/(loss) attributable to controlling interest		72			80			72			(67	)		(85	)		72
Total other comprehensive income/(loss)		(129	)		19			(129	)		(151	)		257			(133	)
Total other comprehensive income/(loss) attributable to noncontrolling interests		—			—			—			(4	)		—			(4	)
Total other comprehensive income/(loss) attributable to controlling interests		(129	)		19			(129	)		(147	)		257			(129	)
Total comprehensive income/(loss)	$	(57	)	$	99		$	(57	)	$	(214	)	$	172		$	(57	)

- 30 -

Nielsen Holdings plc

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the six months ended June 30, 2019

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	1,757		$	1,434		$	—		$	3,191
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			745			649			—			1,394
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		2			—			474			487			—			963
Depreciation and amortization		—			—			294			70			—			364
Restructuring charges		—			—			23			24			—			47
Operating income/(loss)		(2	)		—			221			204			—			423
Interest income		1			385			2			3			(388	)		3
Interest expense		—			(186	)		(398	)		(3	)		388			(199	)
Foreign currency exchange transaction gains/(losses), net		—			—			—			(4	)		—			(4	)
Other income/(expense), net		—			—			40			(35	)		—			5
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries		(1	)		199			(135	)		165			—			228
Benefit/(provision) for income taxes		—			(54	)		110			(111	)		—			(55	)
Equity in net income/(loss) of subsidiaries		167			89			192			—			(448	)		—
Net income/(loss)		166			234			167			54			(448	)		173
Less net income/(loss) attributable to noncontrolling interests		—			—			—			7			—			7
Net income/(loss) attributable to controlling interest		166			234			167			47			(448	)		166
Total other comprehensive income/(loss)		(5	)		(25	)		(5	)		30			2			(3	)
Total other comprehensive income/(loss) attributable to noncontrolling interests		—			—			—			2			—			2
Total other comprehensive income/(loss) attributable to controlling interests		(5	)		(25	)		(5	)		28			2			(5	)
Total comprehensive income/(loss)		161			209			162			84			(446	)		170
Comprehensive income/(loss) attributable to noncontrolling interests		—			—			—			9			—			9
Total comprehensive income/(loss) attributable to controlling interest	$	161		$	209		$	162		$	75		$	(446	)	$	161

- 31 -

Nielsen Holdings plc

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the six months ended June 30, 2018

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	1,769		$	1,488		$	—		$	3,257
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			734			683			—			1,417
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		2			—			469			516			—			987
Depreciation and amortization		—			—			261			68			—			329
Restructuring charges		—			—			32			57			—			89
Operating income/(loss)		(2	)		—			273			164			—			435
Interest income		1			316			18			4			(335	)		4
Interest expense		—			(183	)		(328	)		(20	)		335			(196	)
Foreign currency exchange transaction gains/(losses), net		—			—			(1	)		(3	)		—			(4	)
Other income/(expense), net		—			(7	)		120			(117	)		—			(4	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		(1	)		126			82			28			—			235
Benefit/(provision) for income taxes		—			(26	)		(20	)		(37	)		—			(83	)
Equity in net income/(loss) of subsidiaries		145			85			83			—			(313	)		—
Equity in net income/(loss) of affiliates		—			—			—			(1	)		—			(1	)
Net income/(loss)		144			185			145			(10	)		(313	)		151
Less net income/(loss) attributable to noncontrolling interests		—			—			—			7			—			7
Net income/(loss) attributable to controlling interest		144			185			145			(17	)		(313	)		144
Total other comprehensive income/(loss)		(75	)		21			(75	)		(92	)		144			(77	)
Total other comprehensive income/(loss) attributable to noncontrolling interests		—			—			—			(2	)		—			(2	)
Total other comprehensive income/(loss) attributable to controlling interests		(75	)		21			(75	)		(90	)		144			(75	)
Total comprehensive income/(loss)		69			206			70			(102	)		(169	)		74
Comprehensive income/(loss) attributable to noncontrolling interests		—			—			—			5			—			5
Total comprehensive income/(loss) attributable to controlling interest	$	69		$	206		$	70		$	(107	)	$	(169	)	$	69

- 32 -

Nielsen Holdings plc

Condensed Consolidated Balance Sheet (Unaudited)

June 30, 2019

							Non-
(IN MILLIONS)	Parent		Issuers		Guarantor		Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	2	$	—	$	43	$	348	$	—		$	393
Trade and other receivables, net		—		1		447		779		—			1,227
Prepaid expenses and other current assets		3		—		271		132		—			406
Intercompany receivables		3		1,515		309		214		(2,041	)		—
Total current assets		8		1,516		1,070		1,473		(2,041	)		2,026
Non-current assets
Property, plant and equipment, net		—		—		290		160		—			450
Operating lease right-of-use asset		—		—		196		257					453
Goodwill		—		—		5,531		1,486		—			7,017
Other intangible assets, net		—		—		4,467		514		—			4,981
Deferred tax assets		1		—		—		328		—			329
Other non-current assets		—		1		259		72		—			332
Equity investment in subsidiaries		2,756		1,242		4,527		—		(8,525	)		—
Intercompany loans		25		8,822		100		105		(9,052	)		—
Total assets	$	2,790	$	11,581	$	16,440	$	4,395	$	(19,618	)	$	15,588
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	—	$	62	$	436	$	526	$	—		$	1,024
Deferred revenues		—		—		224		139		—			363
Income tax liabilities		—		—		27		63		—			90
Current portion of long-term debt, finance lease obligations and short-term borrowings		—		55		348		9		—			412
Intercompany payables		1		—		1,732		308		(2,041	)		—
Total current liabilities		1		117		2,767		1,045		(2,041	)		1,889
Non-current liabilities
Long-term debt and finance lease obligations		—		8,142		80		11		—			8,233
Operating lease liabilities		—		—		219		199		—			418
Deferred tax liabilities		—		71		935		72		—			1,078
Intercompany loans		—		—		8,952		100		(9,052	)		—
Other non-current liabilities		—		22		731		229		—			982
Total liabilities		1		8,352		13,684		1,656		(11,093	)		12,600
Total shareholders’ equity		2,789		3,229		2,756		2,540		(8,525	)		2,789
Noncontrolling interests		—		—		—		199		—			199
Total equity		2,789		3,229		2,756		2,739		(8,525	)		2,988
Total liabilities and equity	$	2,790	$	11,581	$	16,440	$	4,395	$	(19,618	)	$	15,588

- 33 -

Nielsen Holdings plc

Condensed Consolidated Balance Sheet

December 31, 2018

							Non-
(IN MILLIONS)	Parent		Issuers		Guarantor		Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	3	$	—	$	79	$	442	$	—		$	524
Trade and other receivables, net		—		1		377		740		—			1,118
Prepaid expenses and other current assets		—		3		234		124		—			361
Intercompany receivables		3		1,310		399		94		(1,806	)		—
Total current assets		6		1,314		1,089		1,400		(1,806	)		2,003
Non-current assets													-
Property, plant and equipment, net		—		—		303		165		—			468
Goodwill		—		—		5,531		1,456		—			6,987
Other intangible assets, net		—		—		4,545		479		—			5,024
Deferred tax assets		1		—		—		332		—			333
Other non-current assets		—		19		273		72		—			364
Equity investment in subsidiaries		2,815		1,232		1,936		—		(5,983	)		—
Intercompany loans		25		8,822		2,220		105		(11,172	)		—
Total assets	$	2,847	$	11,387	$	15,897	$	4,009	$	(18,961	)	$	15,179
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	—	$	62	$	541	$	516	$	—		$	1,119
Deferred revenues		—		—		225		130		—			355
Income tax liabilities		—		—		20		56		—			76
Current portion of long-term debt, capital lease obligations and short-term borrowings		—		54		46		7		—			107
Intercompany payables		—		—		1,408		398		(1,806	)		—
Total current liabilities		—		116		2,240		1,107		(1,806	)		1,657
Non-current liabilities
Long-term debt and capital lease obligations		—		8,170		95		15		—			8,280
Deferred tax liabilities		—		71		956		81		—			1,108
Intercompany loans		—		—		8,952		2,220		(11,172	)		—
Other non-current liabilities		—		3		839		249		—			1,091
Total liabilities		—		8,360		13,082		3,672		(12,978	)		12,136
Total shareholders’ equity		2,847		3,027		2,815		141		(5,983	)		2,847
Noncontrolling interests		—		—		—		196		—			196
Total equity		2,847		3,027		2,815		337		(5,983	)		3,043
Total liabilities and equity	$	2,847	$	11,387	$	15,897	$	4,009	$	(18,961	)	$	15,179

- 34 -

Nielsen Holdings plc

Condensed Consolidated Statement of Cash Flows (Unaudited)

For the six months ended June 30, 2019

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(7	)	$	39		$	7		$	144		$	183
Investing activities:														-
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(11	)		(49	)		(60	)
Additions to property, plant and equipment and other assets		—			—			(24	)		(20	)		(44	)
Additions to intangible assets		—			—			(151	)		(35	)		(186	)
Net cash used in investing activities		—			—			(186	)		(104	)		(290	)
Financing activities:
Net borrowings under revolving credit facility		—			—			296			—			296
Repayments of debt		—			(29	)		—			—			(29	)
Increase/(decrease) in other short-term borrowings		—			—			—			(1	)		(1	)
Cash dividends paid to shareholders		(249	)		—			—			—			(249	)
Activity from share-based compensation plans		—			—			(4	)		—			(4	)
Proceeds from employee stock purchase plan		2			—			—			—			2
Finance leases		—			—			(26	)		(3	)		(29	)
Settlement of intercompany and other financing activities		253			(10	)		(121	)		(130	)		(8	)
Net cash provided by/(used in) financing activities		6			(39	)		145			(134	)		(22	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			(2	)		—			(2	)
Net increase/(decrease) in cash and cash equivalents		(1	)		—			(36	)		(94	)		(131	)
Cash and cash equivalents at beginning of period		3			—			79			442			524
Cash and cash equivalents at end of period	$	2		$	—		$	43		$	348		$	393

- 35 -

Nielsen Holdings plc

Condensed Consolidated Statement of Cash Flows (Unaudited)

For the six months ended June 30, 2018

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(1	)	$	26		$	(16	)	$	116		$	125
Investing activities:														—
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(3	)		(27	)		(30	)
Additions to property, plant and equipment and other assets		—			—			(27	)		(17	)		(44	)
Additions to intangible assets		—			—			(171	)		(31	)		(202	)
Other investing activities		—			—			5			(5	)		—
Net cash used in investing activities		—			—			(196	)		(80	)		(276	)
Financing activities:
Net borrowings under revolving credit facility		—			—			246			—			246
Repayments of debt		—			(798	)		—			(1	)		(799	)
Proceeds from the issuance of debt, net of issuance costs		—			781			—			—			781
Cash dividends paid to shareholders		(246	)		—			—			—			(246	)
Repurchase of common stock		(60	)		—			—			—			(60	)
Activity from share-based compensation plans		23			—			(5	)		—			18
Proceeds from employee stock purchase plan		3			—			—			—			3
Capital leases		—			—			(37	)		(3	)		(40	)
Settlement of intercompany and other financing activities		281			(9	)		(48	)		(235	)		(11	)
Net cash provided by/(used in) financing activities		1			(26	)		156			(239	)		(108	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			(3	)		(3	)
Net increase/(decrease) in cash and cash equivalents		—			—			(56	)		(206	)		(262	)
Cash and cash equivalents at beginning of period		2			1			69			584			656
Cash and cash equivalents at end of period	$	2		$	1		$	13		$	378		$	394

- 36 -

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

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

Background and Executive Summary

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

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

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

In September 2018, we announced a broad review of strategic alternatives for the entire company and its businesses. This review process, which is being conducted with the assistance of financial and legal advisors, is continuing and we are focused on completing the review by our third quarter earnings release. There can be no assurance that this review will result in a specific transaction or other strategic alternative.

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

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

- 37 -

Business Segment Overview

Prior to February 2019, we were aligned into two reporting segments: what consumers buy (“Buy”) and what consumers read, watch and listen to (“Watch”). In February 2019, we realigned our business segments from Buy and Watch to Connect and Media. Each segment operates as a complete unit—from 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. Our Connect and Media segments are built on a foundation of proprietary data assets that are designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses. Our segments each consist of two categories: Measure and Predict / Activate in Connect and Audience Measurement and Plan / Optimize in Media. These categories are based on our core measurement platforms in both Connect and Media, while Predict / Activate and Plan / Optimize are designed to build on our measurement capabilities to enhance client decision-making. These changes better align our external view to our go-forward internal view. Our reportable segments are stated on the new basis and such changes were retrospectively applied. The impact of these changes did not have a material impact on our condensed consolidated financial statements or segment results.

Our Connect segment provides measurement services, which include our core tracking and scan data (primarily transactional measurement data and consumer behavior information), and analytical services to businesses in the consumer packaged goods industry. Our services also enable our clients to better manage their brands, uncover new sources of demand, launch and grow new products, analyze their sales and establish more effective consumer relationships. Our data is used by our clients to measure their market share, tracking billions of sales transactions per month in retail outlets around the world. Our extensive database of retail and consumer information, combined with our advanced analytical capabilities, helps generate strategic insights that influence our clients’ key business decisions.

Our Media segment provides viewership and listening data and analytics primarily to the media and advertising industries for television, radio, digital and mobile viewing and listening platforms. Our Media data is used by our media clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content, and by our advertising clients to plan and optimize their spending.

Certain corporate costs, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to our segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment.

Critical Accounting Policies

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

Leases

Effective January 1, 2019, we adopted the new lease accounting standard using the transition method approved by the FASB on July 30, 2018, which allows companies to apply the provisions of the new leasing standard as of January 1, 2019, without adjusting the comparative periods presented. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification. Adoption of this standard resulted in the recording of net operating lease right-of-use (ROU) assets of $0.4 billion (amount is net of lease incentives and ASC 420 cease-use liabilities) and corresponding operating lease liabilities of $0.6 billion. Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance.

All significant lease arrangements are generally recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement. ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments related to initial direct cost and prepayments and excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for together.

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Factors Affecting Our Financial Results

Acquisitions and Investments in Affiliates

Acquisitions

For the six months ended June 30, 2019, we paid cash consideration of $60 million associated with current period acquisitions, net of cash acquired. Had these 2019 acquisitions occurred as of January 1, 2019, the impact on our consolidated results of operations would not have been material.

For the six months ended June 30, 2018, we paid cash consideration of $30 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2018 acquisitions occurred as of January 1, 2018, the impact on our consolidated results of operations would not have been material.

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,
	2019			2018
U.S. Dollar		58	%		57	%
Euro		10	%		11	%
Other Currencies		32	%		32	%
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 $1.13 to €1.00 and $1.21 to €1.00 for the six months ended June 30, 2019 and 2018, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

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

Operations in Argentina

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

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Results of Operations – Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018

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)	2019			2018
Revenues	$	1,628		$	1,647
Cost of revenues, exclusive of depreciation and amortization shown separately below		699			698
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		483			494
Depreciation and amortization		185			162
Restructuring charges		12			65
Operating income/(loss)		249			228
Interest income		1			2
Interest expense		(100	)		(100	)
Foreign currency exchange transaction gains/(losses), net		(1	)		(4	)
Other income/(expense), net		—			(5	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates		149			121
Benefit/(provision) for income taxes		(23	)		(44	)
Equity in net income/(loss) of affiliates		—			(1	)
Net income/(loss)		126			76
Net income/(loss) attributable to noncontrolling interests		3			4
Net income/(loss) attributable to Nielsen shareholders	$	123		$	72

Net Income/(Loss) to Adjusted EBITDA Reconciliation

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

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

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

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

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

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

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

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

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

The below table presents a reconciliation from net income to Adjusted EBITDA for the three months ended June 30, 2019 and 2018:

	Three Months Ended June 30,
(IN MILLIONS)	2019		2018
Net income/(loss) attributable to Nielsen shareholders	$	123	$	72
Interest expense, net		99		98
(Benefit)/provision for income taxes		23		44
Depreciation and amortization		185		162
EBITDA		430		376
Equity in net (income)/loss of affiliates		—		1
Other non-operating (income)/expense, net		4		13
Restructuring charges		12		65
Share-based compensation expense		11		7
Other items^(a)		13		6
Adjusted EBITDA	$	470	$	468

(a)	Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three months ended June 30, 2019. Other items primarily consists of transaction related costs for the three months ended June 30, 2018.

Consolidated Results for the Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018

Revenues

Revenues decreased 1.2% to $1,628 million for the three months ended June 30, 2019 from $1,647 million for the three months ended June 30, 2018, or an increase of 1.2% on a constant currency basis. Revenues within our Connect segment decreased 3.5%, or an increase of 0.4% on a constant currency basis. Revenues within our Media segment increased 1.1%, or an increase of 2.0% on a constant currency basis. Refer to the “Business Segment Results for the Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018” section for further discussion of our revenue performance.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 0.1% to $699 million for the three months ended June 30, 2019 from $698 million for the three months ended June 30, 2018, or an increase of 2.8% on a constant currency basis.

Costs within our Connect segment decreased 3.7%, or a decrease of 0.3% on a constant currency basis. The decrease in cost of revenues for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018 was primarily due to our productivity initiatives, partially offset by increases in retail costs.

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Costs within our Media segment increased 6.0%, or an increase of 6.8% on a constant currency basis. Cost of revenues increased primarily due to the impact of our investments and higher spending on product portfolio management initiatives, partially offset by productivity initiatives.

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

Selling, general and administrative expenses decreased 2.2% to $483 million for the three months ended June 30, 2019 from $494 million for the three months ended June 30, 2018, or an increase of 0.6% on a constant currency basis.

Costs within our Connect segment decreased 2.8%, or an increase of 1.1% on a constant currency basis. Selling, general and administrative expenses increased on a constant currency basis primarily due to our continued global investments in our services.

Costs within our Media segment decreased 6.4%, or a decrease of 5.0% on a constant currency basis. Selling, general and administrative expenses decreased primarily due to our productivity initiatives.

Depreciation and Amortization

Depreciation and amortization expense was $185 million for the three months ended June 30, 2019, as compared to $162 million for the three months ended June 30, 2018. This increase was primarily due to higher depreciation and amortization expense associated with higher capital expenditures.

Depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations was $53 million for the three months ended June 30, 2019, as compared to $56 million for the three months ended June 30, 2018.

Restructuring Charges

We recorded $12 million and $65 million in restructuring charges for the three months ended June 30, 2019 and 2018, respectively, primarily relating to employee severance costs associated with our plans to reduce selling, general and administrative expenses as well as automation initiatives.

Operating Income

Operating income for the three months ended June 30, 2019 was $249 million as compared to $228 million for the three months ended June 30, 2018. Operating income within our Connect segment was $46 million for the three months ended June 30, 2019 as compared to $1 million for the three months ended June 30, 2018. Operating income within our Media segment was $237 million for the three months ended June 30, 2019 as compared to $252 million for the three months ended June 30, 2018. Corporate operating expenses were $34 million for the three months ended June 30, 2019 as compared to $25 million for the three months ended June 30, 2018. Refer to the “Business Segment Results for the Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018” section for further discussion of our operating income.

Interest Expense

Interest expense was $100 million for each of the three months ended June 30, 2019 and 2018.

Foreign Currency Exchange Transaction Gains/(Losses), Net

Foreign currency exchange transaction losses, net, primarily represent the net loss on revaluation of intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, primarily the Euro, have a significant effect on our operating results. The average U.S. Dollar to Euro exchange rate was $1.12 to €1.00 for the three months ended June 30, 2019 as compared to $1.19 to €1.00 for the three months ended June 30, 2018.

We realized net losses of $1 million and $4 million for the three months ended June 30, 2019 and 2018, respectively, resulting primarily from fluctuations in certain foreign currencies associated with intercompany transactions.

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Other Income/(Expense), Net

Other expense, net of $5 million for the three months ended June 30, 2018, was primarily related to certain costs incurred in connection with our June 2018 debt refinancing, as well as the write-off of certain previously capitalized deferred financing fees in conjunction with the refinancing, partially offset by certain non-service related pension transactions.

Income Taxes

The effective tax rates for the three months ended June 30, 2019 and 2018 were 15% and 36%, respectively. The tax rate for the three months ended June 30, 2019 was lower than the statutory rate as a result of the favorable impact of certain financing activities and the release of certain tax contingencies, offset by the impact of tax rate differences in other jurisdictions where we file tax returns, and audit settlements. The tax rate for the three months ended June 30, 2018 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where we file tax returns, offset by the favorable impact of certain financing activities. The principal reason for the decrease in the second quarter effective tax rate in 2019 when compared to 2018 was due to tax reform enacted in the United States as well as the release of certain tax contingencies.

The estimated liability for unrecognized tax benefits as of December 31, 2018 was $572 million. We expect to conclude a number of audits in multiple jurisdictions throughout the remainder of the year. Various statutes of limitation are also due to expire. This is likely to result in a decrease in these liabilities as well as a reduction in our effective tax rate in the future periods when such matters are concluded.

Adjusted EBITDA

Adjusted EBITDA increased 0.4% to $470 million for the three months ended June 30, 2019 from $468 million for the three months ended June 30, 2018, an increase of 2.0% on a constant currency basis. See “Results of Operations – Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018” for the reconciliation of net income/(loss) to Adjusted EBITDA.

Business Segment Results for the Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018

Revenues

The table below sets forth our segment revenue performance data for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, both on an as-reported and constant currency basis.

(IN MILLIONS)	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		% Variance 2019 vs. 2018 Reported			Three Months Ended June 30, 2018 Constant Currency		% Variance 2019 vs. 2018 Constant Currency
Measure	$	546	$	560		(2.5	)%	$	537		1.7	%
Predict/Activate		226		240		(5.8	)%		232		(2.6	)%
Connect Segment	$	772	$	800		(3.5	)%	$	769		0.4	%

Audience Measurement	$	622		601		3.5	%	$	597		4.2	%
Plan/Optimize		234		246		(4.9	)%		242		(3.3	)%
Media Segment	$	856	$	847		1.1	%	$	839		2.0	%
Total	$	1,628	$	1,647		(1.2	)%	$	1,608		1.2	%

Connect Segment Revenues

Revenues decreased 3.5% to $772 million for the three months ended June 30, 2019 from $800 million for the three months ended June 30, 2018, or an increase of 0.4% on a constant currency basis. Revenues from Measure decreased 2.5% to $546 million, or an increase of 1.7% on a constant currency basis. Revenue growth on a constant currency basis was driven by strong performance in our retail measurement services and improved trends in the Emerging Markets. Revenues from Predict/Activate decreased 5.8% to $226 million, or a decrease of 2.6% on a constant currency basis. Revenues decreased as a result of continued softness in areas such as innovation and custom analytics.

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Media Segment Revenues

Revenues increased 1.1% to $856 million for the three months ended June 30, 2019 from $847 million for the three months ended June 30, 2018, or an increase of 2.0% on a constant currency basis. Revenue growth was primarily driven by growth in Audience Measurement, which increased 3.5%, or an increase of 4.2% on a constant currency basis, primarily due to continued client adoption of our Total Audience Measurement system, partly offset by pressure in local television measurement. Plan/Optimize revenues decreased 4.9%, or a decrease of 3.3% on a constant currency basis, primarily driven by historical data sales related to a product category exit and pressure in Telecom, partially offset by a recent acquisition.

Business Segment Profitability

We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the three months ended June 30, 2019 and 2018, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, share-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision maker and other members of management use to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-GAAP measures should not be considered as an alternative to net income/(loss), operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures may differ from similarly titled measures used by others and have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

THREE MONTHS ENDED JUNE 30, 2019 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Share-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Connect	$	46		$	4	$	55	$	4	$	—	$	109
Media		237			3		128		3		—		371
Corporate and Eliminations		(34	)		5		2		4		13		(10	)
Total Nielsen	$	249		$	12	$	185	$	11	$	13	$	470

THREE MONTHS ENDED JUNE 30, 2018 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Share-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Connect	$	1		$	55	$	54	$	3	$	—	$	113
Media		252			5		106		2		—		365
Corporate and Eliminations		(25	)		5		2		2		6		(10	)
Total Nielsen	$	228		$	65	$	162	$	7	$	6	$	468

(1)	Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three months ended June 30, 2019. Other items primarily consists of transaction related costs for the three months ended June 30, 2018.

(IN MILLIONS)	Three Months Ended June 30, 2019 Reported			Three Months Ended June 30, 2018 Reported			% Variance 2019 vs. 2018 Reported			Three Months Ended June 30, 2018 Constant Currency			% Variance 2019 vs. 2018 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Connect	$	109		$	113			(3.5	)%	$	108			0.9	%
Media		371			365			1.6	%		363			2.2	%
Corporate and Eliminations		(10	)		(10	)		NM			(10	)		NM
Total Nielsen	$	470		$	468			0.4	%	$	461			2.0	%

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Connect Segment Profitability

Operating income was $46 million for the three months ended June 30, 2019 as compared to operating income of $1 million for the three months ended June 30, 2018. The increase was primarily driven by a decrease in restructuring charges, partially offset by the revenue performance mentioned above for the three months ended June 30, 2019. Non-GAAP business segment income increased 0.9% on a constant currency basis.

Media Segment Profitability

Operating income was $237 million for the three months ended June 30, 2019 as compared to $252 million for the three months ended June 30, 2018. The decrease was driven primarily by an increase in depreciation and amortization expense, partially offset by the revenue performance discussed above for the three months ended June 30, 2019. Non-GAAP business segment income increased 2.2% on a constant currency basis.

Corporate Expenses and Eliminations

Operating expenses were $34 million for the three months ended June 30, 2019 as compared to $25 million for the three months ended June 30, 2018. The increase was primarily driven by an increase in business optimization costs, transaction related costs and share-based compensation expense for the three months ended June 30, 2019.

Results of Operations – Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

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)	2019			2018
Revenues	$	3,191		$	3,257
Cost of revenues, exclusive of depreciation and amortization shown separately below		1,394			1,417
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		963			987
Depreciation and amortization		364			329
Restructuring charges		47			89
Operating income/(loss)		423			435
Interest income		3			4
Interest expense		(199	)		(196	)
Foreign currency exchange transaction gains/(losses), net		(4	)		(4	)
Other income/(expense), net		5			(4	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates		228			235
Benefit/(provision) for income taxes		(55	)		(83	)
Equity in net income/(loss) of affiliates		—			(1	)
Net income/(loss)		173			151
Net income/(loss) attributable to noncontrolling interests		7			7
Net income/(loss) attributable to Nielsen shareholders	$	166		$	144

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Net Income/(Loss) to Adjusted EBITDA Reconciliation

The below table presents a reconciliation from net income/(loss) to Adjusted EBITDA for the six months ended June 30, 2019 and 2018:

	Six Months Ended June 30,
(IN MILLIONS)	2019		2018
Net income/(loss) attributable to Nielsen shareholders	$	166	$	144
Interest expense, net		196		192
(Benefit)/provision for income taxes		55		83
Depreciation and amortization		364		329
EBITDA		781		748
Equity in net (income)/loss of affiliate		—		1
Other non-operating (income)/expense, net		6		15
Restructuring charges		47		89
Share-based compensation expense		26		20
Other items^(a)		25		18
Adjusted EBITDA	$	885	$	891

(a)	Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the six months ended June 30, 2019. Other items primarily consist of transaction related costs and business optimization costs for the six months ended June 30, 2018.

Consolidated Results for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

Revenues

Revenues decreased 2.0% to $3,191 million for the six months ended June 30, 2019 from $3,257 million for the six months ended June 30, 2018, or an increase of 0.8% on a constant currency basis. Revenues within our Connect segment decreased 4.9%, or a decrease of 0.1% on a constant currency basis. Revenues within our Media segment increased 0.7%, or an increase of 1.7% on a constant currency basis. Refer to the “Business Segment Results for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018” section for further discussion of our revenue performance.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues decreased 1.6% to $1,394 million for the six months ended June 30, 2019 from $1,417 million for the six months ended June 30, 2018, or an increase of 1.3% on a constant currency basis.

Costs within our Connect segment decreased 4.8%, or a decrease of 0.5% on a constant currency basis, primarily due to our productivity initiatives.

Costs within our Media segment increased 2.9%, or an increase of 4.0% on a constant currency basis, primarily due to the impact of our investments and higher spending on product portfolio management initiatives, partially offset by productivity initiatives.

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

Selling, general and administrative expenses decreased 2.4% to $963 million for the six months ended June 30, 2019 from $987 million for the six months ended June 30, 2018, or an increase of 1.0% on a constant currency basis.

Costs within our Connect segment decreased 4.5%, or an increase of 0.4% on a constant currency basis. Selling, general and administrative expenses increased on a constant currency basis due to our continued global investments in our services.

Costs within our Media segment decreased 2.6%, or a decrease of 1.1% on a constant currency basis. Selling, general and administrative expenses decreased primarily due to the impact of our productivity initiatives.

Depreciation and Amortization

Depreciation and amortization expense was $364 million for the six months ended June 30, 2019 as compared to $329 million for the six months ended June 30, 2018. This increase was primarily due to higher depreciation and amortization expense associated with higher capital expenditures.

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Depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations was $107 million for the six months ended June 30, 2019 as compared to $112 million for the six months ended June 30, 2018.

Restructuring Charges

We recorded $47 million and $89 million in restructuring charges primarily relating to employee severance costs associated with our plans to reduce selling, general and administrative expenses as well as automation initiatives for the six months ended June 30, 2019 and 2018, respectively.

Operating Income

Operating income for the six months ended June 30, 2019 was $423 million as compared to $435 million for the six months ended June 30, 2018. Operating income within our Connect segment was $44 million for the six months ended June 30, 2019 as compared to $15 million for the six months ended June 30, 2018. Operating income within our Media segment was $451 million for the six months ended June 30, 2019 as compared to $475 million for the six months ended June 30, 2018. Corporate operating expenses were $72 million for the six months ended June 30, 2019 as compared to $55 million for the six months ended June 30, 2018. Refer to the “Business Segment Results for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018” section for further discussion of our operating income.

Interest Expense

Interest expense was $199 million for the six months ended June 30, 2019 as compared to $196 million for the six months ended June 30, 2018. This increase was primarily due to higher USD LIBOR senior secured term loan interest rates without hedged positions.

Foreign Currency Exchange Transaction Gains/(Losses), Net

Foreign currency exchange transaction losses, net, primarily represent the net loss on revaluation of intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, primarily the Euro, have a significant effect on our operating results. The average U.S. Dollar to Euro exchange rate was $1.13 to €1.00 for the six months ended June 30, 2019 as compared to $1.21 to €1.00 for the six months ended June 30, 2018.

We realized net losses of $4 million for each of the six months ended June 30, 2019 and 2018, resulting primarily from fluctuations in certain foreign currencies associated with intercompany transactions.

Other Income/(Expense), Net

Other income, net of $5 million for the six months ended June 30, 2019, was primarily related to certain non-service related pension transactions and a gain from the sale of a cost method investment.

Other expense, net of $4 million for the six months ended June 30, 2018, was primarily related to certain costs incurred in connection with the June 2018 debt refinancing as well as the write-off of certain previously capitalized deferred financing fees in conjunction with the refinancing, partially offset by certain non-service related pension transactions.

Income Taxes

The effective tax rates for the six months ended June 30, 2019 and 2018 were 24% and 35%, respectively. The tax rate for the six months ended June 30, 2019 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where we file tax returns, and audit settlements, offset by the favorable impact of certain financing activities and the release of certain tax contingencies. The tax rate for the six months ended June 30, 2018 was higher than the statutory rate primarily as a result of the impact of tax rate differences in other jurisdictions where we file tax returns, offset by the favorable impact of certain financing activities. The principal reason for the decrease in the first half effective tax rate in 2019 when compared to 2018 was due to tax reform enacted within the United States as well as the release of certain tax contingencies.

Adjusted EBITDA

Adjusted EBITDA decreased 0.7% to $885 million for the six months ended June 30, 2019 from $891 million for the six months ended June 30, 2018, an increase of 1.3% on a constant currency basis. See “Results of Operations – Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018” for the reconciliation of net income to Adjusted EBITDA.

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Business Segment Results for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

Revenues

The table below sets forth our segment revenue performance data for the six months ended June 30, 2019 compared to the six months ended June 30, 2018, both on an as-reported and constant currency basis.

(IN MILLIONS)	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018		% Variance 2019 vs. 2018 Reported			Six Months Ended June 30, 2018 Constant Currency		% Variance 2019 vs. 2018 Constant Currency
Measure	$	1,085	$	1,123		(3.4	)%	$	1,067		1.7	%
Predict/Activate		424		463		(8.4	)%		444		(4.5	)%
Connect Segment	$	1,509	$	1,586		(4.9	)%	$	1,511		(0.1	)%

Audience Measurement	$	1,227	$	1,197		2.5	%	$	1,189		3.2	%
Plan/Optimize		455		474		(4.0	)%		465		(2.2	)%
Media Segment	$	1,682	$	1,671		0.7	%	$	1,654		1.7	%
Total	$	3,191	$	3,257		(2.0	)%	$	3,165		0.8	%

Connect Segment Revenues

Revenues decreased 4.9% to $1,509 million for the six months ended June 30, 2019 from $1,586 million for the six months ended June 30, 2018, or a decrease of 0.1% on a constant currency basis. Revenues from Measure decreased 3.4% to $1,085 million, or an increase of 1.7% on a constant currency basis. Revenue growth on a constant currency basis was driven by strong performance in our retail measurement services and improved trends in the Emerging Markets. Revenues from Predict/Activate decreased 8.4% to $424 million, or a decrease of 4.5% on a constant currency basis. Revenues decreased as a result of continued softness in areas such as innovation and custom analytics.

Media Segment Revenues

Revenues increased 0.7% to $1,682 million for the six months ended June 30, 2019 from $1,671 million for the six months ended June 30, 2018, or an increase of 1.7% on a constant currency basis. Revenue growth was primarily driven by growth in Audience Measurement, which increased 2.5%, or an increase of 3.2% on a constant currency basis, primarily due to continued client adoption of our Total Audience Measurement system, partly offset by pressure in local television measurement. Plan/Optimize revenues decreased 4.0%, or a decrease of 2.2% on a constant currency basis, primarily driven by historical data sales related to a product category exit and pressure in Telecom, partially offset by a recent acquisition.

Business Segment Profitability

SIX MONTHS ENDED JUNE 30, 2019 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Share-Based Compensation Expense		Other Items⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Connect	$	44		$	26	$	110	$	8	$	—	$	188
Media		451			10		251		6		—		718
Corporate and Eliminations		(72	)		11		3		12		25		(21	)
Total Nielsen	$	423		$	47	$	364	$	26	$	25	$	885

SIX MONTHS ENDED JUNE 30, 2018 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Share-Based Compensation Expense		Other Items⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Connect	$	15		$	70	$	108	$	7	$	—	$	200
Media		475			14		218		5		—		712
Corporate and Eliminations		(55	)		5		3		8		18		(21	)
Total Nielsen	$	435		$	89	$	329	$	20	$	18	$	891

(1)	Other Items primarily consists of business optimization costs, including strategic review costs, and transaction related costs for the six months ended June 30, 2019. Other Items primarily consists of transaction related costs and business optimization costs for the six months ended June 30, 2018.

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(IN MILLIONS)	Six Months Ended June 30, 2019 Reported			Six Months Ended June 30, 2018 Reported			% Variance 2019 vs. 2018 Reported			Six Months Ended June 30, 2018 Constant Currency			% Variance 2019 vs. 2018 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Connect	$	188		$	200			(6.0	)%	$	187			0.5	%
Media		718			712			0.8	%		708			1.4	%
Corporate and Eliminations		(21	)		(21	)		NM			(21	)		NM
Total Nielsen	$	885		$	891			(0.7	)%	$	874			1.3	%

Connect Segment Profitability

Operating income was $44 million for the six months ended June 30, 2019 as compared to $15 million for the six months ended June 30, 2018. The increase was driven primarily by lower restructuring costs, partially offset by the revenue performance mentioned above for the six months ended June 30, 2019. Non-GAAP business segment income decreased 0.5% on a constant currency basis.

Media Segment Profitability

Operating income was $451 million for the six months ended June 30, 2019 as compared to $475 million for the six months ended June 30, 2018. The decrease was driven primarily by higher depreciation and amortization expense, partially offset by the revenue performance discussed above and lower restructuring charges for the six months ended June 30, 2019. Non-GAAP business segment income increased 1.4% on a constant currency basis.

Corporate Expenses and Eliminations

Operating expenses were $72 million for the six months ended June 30, 2019 as compared to $55 million for the six months ended June 30, 2018. The increase was driven primarily by higher business optimization costs and transaction related costs, higher restructuring charges and higher share-based compensation expense for the six months ended June 30, 2019.

Liquidity and Capital Resources

Overview

Cash flows from operations were $183 million for the six months ended June 30, 2019 as compared to $125 million for the six months ended June 30, 2018, an increase of $58 million primarily due to lower employee annual incentive payments and lower retailer investments, partially offset by working capital timing.

We provide 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, 2019 and 2018:

(IN MILLIONS)	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Net cash from operating activities	$	183	$	125
Cash and cash equivalents	$	393	$	394
Availability under revolving credit facility	$	539	$	591

Of the $393 million in cash and cash equivalents, approximately $349 million was held in jurisdictions outside the U.S. and as a result there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the U.S. We regularly review the amount of cash and cash equivalents held outside of the U.S. to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

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The below table illustrates our weighted average interest rate and cash paid for interest over the six months ended June 30, 2019 and 2018.

	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Weighted average interest rate		4.67	%		4.50	%
Cash paid for interest, net of amounts capitalized (in millions)	$	193		$	196

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.

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

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

Failure to comply with this financial covenant would result in an event of default under our Amended Credit Agreement unless waived by our senior credit lenders. An event of default under our Amended Credit Agreement can result in the acceleration of our indebtedness under the facilities, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the financial covenant described above can cause us to go into default under the agreements governing our indebtedness, management believes that our Amended Credit Agreement and this covenant are material to us. As of June 30, 2019, we were in full compliance with the financial covenant described above.

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 April 2023 under which Nielsen Finance LLC, TNC (US) Holdings, Inc., and Nielsen Holding and Finance B.V. can borrow revolving loans. The revolving credit facility can also be used for letters of credit, guarantees and swingline loans.

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

As of June 30, 2019 and 2018, we had $296 million and $246 million borrowings outstanding and had outstanding letters of credit of $15 million and $13 million, respectively. As of June 30, 2019, we had $539 million available for borrowing under the revolving credit facility.

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Dividends and Share Repurchase Program

We remain committed to driving shareholder value as evidenced in 2013 with the adoption of a quarterly cash dividends policy by our Board of Directors, under which we have paid $249 million and $246 million in cash dividends during the six months ended June 30, 2019 and 2018, respectively. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will be subject to the Board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of our shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summarizes the dividends declared on our common stock during 2018 and the six months ended June 30, 2019.

Declaration Date

Record Date

Payment Date

Dividend Per Share

February 21, 2018

March 7, 2018

March 21, 2018

0.34

April 19, 2018

June 6, 2018

June 20, 2018

0.35

July 19, 2018

August 22, 2018

September 5, 2018

0.35

October 18, 2018

November 21, 2018

December 5, 2018

0.35

February 21, 2019

March 7, 2019

March 21, 2019

0.35

April 18, 2019

June 5, 2019

June 19, 2019

0.35

On July 18, 2019, our Board of Directors declared a cash dividend of $0.35 per share on our common stock. The dividend is payable on September 5, 2019 to shareholders of record at the close of business on August 22, 2019.

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

Board Approval	Share Repurchase Authorization ($ in millions)
July 25, 2013	$	500
October 23, 2014	$	1,000
December 11, 2015	$	500
Total Share Repurchase Authorization	$	2,000

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

As of June 30, 2019, there have been 39,426,521 shares of our common stock purchased at an average price of $44.95 per share (total consideration of approximately $1,772 million) under this program. There were no share repurchases for the six months ended June 30, 2019.

Cash Flows

Operating activities. Net cash provided by operating activities was $183 million for the six months ended June 30, 2019, as compared to $125 million for the six months ended June 30, 2018. This increase was primarily due to lower employee annual incentive payments and lower retailer investments, partially offset by working capital timing. Our key collections performance measure, days billing outstanding (DBO), decreased by 4 days as compared to the same period last year.

Investing activities. Net cash used in investing activities was $290 million for the six months ended June 30, 2019, as compared to $276 million for the six months ended June 30, 2018. The primary driver for the increase was higher acquisition payments during the six months ended June 30, 2019 as compared to the same period for 2018.

Financing activities. Net cash used in financing activities was $22 million for the six months ended June 30, 2019 as compared to net cash used in financing activities of $108 million for the six months ended June 30, 2018. The decrease in net cash used in financing activities was primarily due to the decrease in share repurchasing, as described in the “Dividends and Share Repurchase Program” and higher net borrowings from the revolving credit facility as compared to the same period for 2018.

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Capital Expenditures

Investments in property, plant, equipment, software and other assets totaled $230 million for the six months ended June 30, 2019 as compared to $246 million for the six months ended June 30, 2018.

Off-Balance Sheet Arrangements

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.

Summary of Recent Accounting Pronouncements

Leases

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

Income taxes

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

Financial Instruments – Credit Losses

In June 2016, the FASB issued an ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. We are currently assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements.

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 alleges similar facts but also names other defendants, including former Chief Operating Officer Stephen Hasker, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. These lawsuits assert violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of our Buy (now “Connect”) segment, our preparedness for changes in global data privacy laws and our reliance on third-party data. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. An amended complaint was filed on June 21, 2019, and we anticipate filing a motion to dismiss the suit in the forthcoming months. In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of our current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to us in connection with factual assertions substantially similar to those in the putative class action complaints. The derivative lawsuit further alleges that certain officers and directors engaged in trading our stock based on material, nonpublic information. By agreement dated June 26, 2019, the derivative lawsuit has been stayed pending resolution of our motion to dismiss the aforementioned securities litigation. We intend to defend these lawsuits vigorously. Based on currently available information, we believe that we have meritorious defenses to these actions and that their resolution is not likely to have a material adverse effect on our business, financial position, or results of operations.

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We are subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, we expect that the ultimate disposition of these matters will not have a material adverse effect on our operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.

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.

Subsequent Event

Outsourced Services Agreements

In July 2019, we amended our Second Amended and Restated Master Services Agreement (the “MSA”), dated as of October 1, 2017 and effective as of January 1, 2017 (the “Effective Date”), with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”) by executing Amendment Number One (the “Amendment”) with TCS, dated as of July 1, 2019 and effective as of January 1, 2019 (the “Amendment Effective Date”). The Amendment reduces the amount of services we have committed to purchase from TCS from the Amendment Effective Date through the remaining term of the MSA (the “Minimum Commitment”) to $1.413 billion, including a commitment to purchase at least $275 million in services during 2019, at least $250 million in services during 2020, $184.3 million in services per year from 2021 through 2024, and $137.8 million in services in 2025 (in each of the foregoing cases, the “Annual Commitment”). TCS’s charges under existing and future statements of work (“SOW”) pursuant to the MSA will continue to be credited against the Minimum Commitment and the Annual Commitment and the occurrence of certain events, some of which also provide us with the right to terminate the Agreement or SOWs, as applicable, will continue to be available to reduce the Minimum and Annual Commitment Amounts as they occur. The parties also agreed to certain other commercial terms. However, the other material terms of the MSA as reflected in the MSA and as previously disclosed remain unchanged.

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 for speculative purposes.

Foreign Currency Exchange Risk

We operate globally and predominantly generate revenues and expenses in local currencies. Approximately 42% of our revenues and operating costs were generated in currencies other than the U.S. Dollar for the six months ended June 30, 2019. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure. Typically, a one cent change in the U.S. Dollar/Euro exchange rate, holding all other currencies constant, will impact revenues by approximately $6 million annually, with an immaterial impact on our profitability.

We recorded a net loss of zero and $1 million for the six months ended June 30, 2019 and 2018, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions gains/(losses), net in our condensed consolidated statements of operations. As of June 30, 2019 and December 31, 2018, the notional amounts of outstanding foreign currency derivative financial instruments were $135 million and $76 million, respectively.

The table below details the percentage of revenues and expenses by currency for the six months ended June 30, 2019:

	U.S. Dollar		Euro		Other Currencies
Revenues	58	%	10	%	32	%
Operating costs	58	%	10	%	32	%

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Operations in Argentina

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

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. At June 30, 2019, we had $4,284 million in carrying value of floating-rate debt under our senior secured credit facilities of which $2,050 million was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately $22 million ($43 million without giving effect to any of our interest rate swaps).

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

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, 2019 (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.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which alleges similar facts but also names other defendants, including former Chief Operating Officer Stephen Hasker, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. These lawsuits assert violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of our Buy (now “Connect”) segment, our preparedness for changes in global data privacy laws and our reliance on third-party data. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. An amended complaint was filed on June 21, 2019, and we anticipate filing a motion to dismiss the suit in the forthcoming months. In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of our current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to us in connection with factual assertions substantially similar to those in the putative class action complaints. The derivative lawsuit further alleges that certain officers and directors engaged in trading our stock based on material, nonpublic information. By agreement dated June 26, 2019, the derivative lawsuit has been stayed pending resolution of our motion to dismiss the aforementioned securities litigation. We intend to defend these lawsuits vigorously. Based on currently available information, we believe that we have meritorious defenses to these actions and that their resolution is not likely to have a material adverse effect on our business, financial position, or results of operations.

We are subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, we do expect that the ultimate disposition of these matters will not have a material adverse effect on our operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.

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, 2018.

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 for the six months ended June 30, 2019.

Purchases of Equity Securities by the Issuer

There were no share repurchases for the three months ended June 30, 2019.

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

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

The exhibit index attached hereto is incorporated herein by reference.

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EXHIBIT INDEX

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

Exhibit Number		Description of Exhibits

10.1*√		Amendment Number One, dated as of July 1, 2019 and effective as of January 1, 2019, by and between TATA America International Corporation and TATA Consultancy Services Limited (jointly, “TCS”) and The Nielsen Company (US), LLC (“Nielsen”), to the Second Amended and Restated Master Services Agreement, dated as of January 1, 2017, among TCS and Nielsen.

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

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

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

101*		The following financial information from Nielsen Holdings plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2019 and 2018, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2019 and 2018, (iii) Condensed Consolidated Balance Sheets at June 30, 2019 (Unaudited) and December 31, 2018, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2019 and 2018, (v) Condensed Consolidated Statement of Changes in Equity for the three and six months ended June 30, 2019 and 2018 (Unaudited), and (vi) the Notes to Condensed Consolidated Financial Statements. - the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*	Filed or furnished herewith

√	Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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 31, 2019		/s/ David J. Anderson
		David J. Anderson Chief Financial Officer (Duly Authorized Officer and Principal Accounting Officer)

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Exhibit 10.1

CONFIDENTIAL

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE EXCLUDED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS [**].

Final Execution Version

AMENDMENT NUMBER ONE

AMENDMENT NUMBER ONE, made and effective as of January 1, 2019 (the “SARA Amendment Number One Effective Date”), by and between TATA AMERICA INTERNATIONAL CORPORATION and TATA CONSULTANCY SERVICES LIMITED

(jointly, “TCS”) and THE NIELSEN COMPANY (US), LLC (“Nielsen”), modifies the Second Amended And Restated Master Services Agreement (the “Agreement”), dated as of January 1, 2017, among TCS and Nielsen.

WHEREAS, Nielsen and TCS mutually desire to amend the Agreement on the terms provided herein.

NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

1.	Amendment to Schedule C.

Schedule C (Charges) to the Agreement is deleted in its entirety and replaced with the new Schedule C (Charges), attached hereto.

2.	Addition of Schedule T (Transformation Initiatives).

A new Schedule T (Transformation) is added to the Agreement as provided in Schedule T, attached hereto.

3.	Miscellaneous.

Except as amended by this Amendment Number One, the Agreement shall remain in effect without amendment. This Amendment is not intended to, and shall not, constitute a waiver or an accord and satisfaction by either Party of any breaches or defaults under the Agreement.

IN WITNESS WHEREOF, the Parties have each caused this Amendment Number One to be signed and delivered by their duly authorized representative.

THE NIELSEN COMPANY (US), LLC		TATA AMERICA INTERNATIONAL CORPORATION
By:	/s/ Dave Anderson	By:	/s/ Latesh Sewani
Name:	Dave Anderson	Name:	Latesh Sewani
Title:	CFO/COO	Title:	NA Finance Head

		TATA CONSULTANCY SERVICES LIMITED
		By:	/s/ Surya Kant
		Name:	Surya Kant
		Title:	President – North America Operations

Schedule C

(as of the SARA Amendment Number One Effective Date) Charges

1.MINIMUM & ANNUAL COMMITMENT AMOUNTS

1.1Establishing MCA and ACA.

(a)Nielsen agrees that during the Initial Term Nielsen and its Affiliates will purchase Services from TCS in an aggregate amount not less than the Minimum Commitment Amount provided in Section 1.1(b) of this Schedule C. Additionally, for each Calendar Year of the Initial Term, Nielsen agrees that it and its Affiliates will purchase Services from TCS in an aggregate amount not less than the Annual Commitment Amount for such year provided in Section 1.1(c) of this Schedule C. All Services shall count against both the Minimum Commitment Amount and the Annual Commitment Amount. There will be no Minimum Commitment Amount or Annual Commitment Amount after the Initial Term, including during any Extension Term(s) or Renewal Periods.

(b)The “Minimum Commitment Amount” (also known as the “MCA”) shall be One Billion Four Hundred Thirteen Million Dollars ($1,413,000,000). The revised MCA in the prior sentence shall be as of the SARA Amendment Number One Effective Date. If Nielsen has provided the notice required by Section 2.2(a) of the Agreement but if for whatever reason the Parties do not agree prior to the end of the Initial Term on a Renewal Term in accordance with Section 2.2(a) of the Agreement, the MCA will be reduced by [**]

(c)The “Annual Commitment Amount” (also known as the “ACA”) shall be Three Hundred Twenty Million Dollars ($320,000,000) per year for 2017 and 2018. For 2019 the ACA shall be Two Hundred Seventy Five Million Dollars ($275,000,000). For 2020 the ACA shall be Two Hundred Fifty Million Dollars ($250,000,000). For 2021, 2022, 2023, and 2024, the ACA shall be One Hundred Eighty Four Million Three Hundred Thousand Dollars ($184,300,000) per year (the “Part II ACA”). For 2025 the ACA shall be One Hundred Thirty Seven Million Eight Hundred Thousand Dollars ($137,800,000) per year (the “Part III ACA”). In all cases the ACA shall be subject to reductions after the SARA Amendment Number One Effective Date in accordance with Section 1.4 of this Schedule C. Notwithstanding the foregoing, the ACA shall be eliminated at such point, if any, that the MCA has been fully satisfied. No ACA shall apply in the Calendar Year in which the MCA is fully satisfied.

(d)Although Nielsen’s obligations shall not actually be satisfied until Nielsen pays the relevant Charges, the MCA and the ACA provided shall be calculated on the basis of amounts invoiced or accrued by TCS, even if billing or payment for such Services falls into the next Calendar Year. By way of example, Services delivered by TCS to Nielsen in December of a given year shall count against that year’s ACA even though they will not be billed or paid until the following year.

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(e)The amounts of the MCA and the ACA provided in Sections 1.1(b) and 1.1(c) reflect and include the adjustments agreed by the Parties pursuant to the letter agreement, dated January 18, 2019, between them, a copy of which is attached as Exhibit A (Exhibit A – Amendment Number One).

1.2Charges Which Count Against the Minimum Commitment Amount and Annual Commitment Amount.

The following amounts shall count toward Nielsen’s fulfillment of the MCA and the ACA:

(a)		[**]

(b)		[**]

(c)		[**]

(d)		[**]

(e)		[**]

(f)		[**]

(g)		[**]

(h)		[**]

1.3Exclusions from MCA and ACA.

The following payments made by Nielsen shall not count toward fulfillment of the MCA or the ACA:

(a)		[**]

(b)		[**]

(c)		[**]

(d)		[**]

(e)		[**]

(f)		[**]

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1.4Reductions to Minimum Commitment Amount and Annual Commitment Amount.

The MCA and the ACA shall each be reduced if (each of the following conditions to be applied separately, recognizing more than one condition may be applicable to the same event, however the same dollar impact shall only be counted once):

(a)		[**]

(b)		[**]

(c)		[**]

(d)		[**]

(e)		[**]

(f)		[**]

(g)		[**]

(h)		[**]

(i)		[**]

(j)		[**]

1.5Process to Determine Reductions to the Minimum Commitment Amount and the Annual Commitment Amount.

If Nielsen believes a circumstance described in Section 1.4 has occurred, the process provided in this Section 1.5 shall be used to determine how much the Minimum Commitment Amount and the Annual Commitment Amount shall be reduced. Any such reduction which takes effect prior to the end of 2020 shall be subject to Section 1.6(b) in 2021 and any such reduction which takes effect beginning in 2021 and prior to the end of 2024 shall be subject to Section 1.6(c) in 2025. The process is as follows:

(a)The parties will form a review committee (the “Review Committee”) comprised of an equal number of representatives of the Parties;

(b)If the issue is the circumstance provided in Section 1.4(a) or 1.4(b), Nielsen will provide written information on the requirements for the assignment covered by the respective SOW to the Review Committee, TCS may demonstrate whether TCS’ failure was excused pursuant to Section 8.7 of the Agreement and TCS will provide written information on why TCS failed to negotiate or agree to such SOW or comply with requirements contained in such SOW;

(c)The Review Committee shall adjust the ACA and the MCA based on the annual impact in the case of the ACA and the remainder of the Initial Term in the case of the MCA of the Services which Nielsen would have been expected to purchase from TCS had the event not happened.

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[**]

(d)If the Review Committee cannot resolve the dispute within [**] , the dispute will be jointly escalated to a direct discussion between senior executives of the Parties; and

(e)If such senior executives of the Parties are unable to resolve the dispute to the mutual satisfaction of such senior executives, then the ultimate decision as to whether the MCA and/or the ACA shall be reduced and, if so, the amount by which the MCA and/or the ACA shall be reduced, shall be made in good faith by the Nielsen Global CTO or Global Head of Operations or their respective nominees. Such determination by Nielsen shall be final and binding upon the Parties and shall not be subject to further dispute resolution; except that if (and only if) the reduction was due to Section 1.4(a) or (b) TCS may challenge such determination in accordance with the dispute resolution process provided in Section 27.3 of the Agreement, provided that it does so withinof notice of such decision. If either of the Nielsen Global CTO or Global Head of Operations positions ceases to exist, then the CEO of Nielsen shall designate a successor for such role.

(f)

[**]

1.6Normalization of MCA and ACA Reductions.

(a)If the MCA and/or the ACA has been reduced as a result of a circumstance described in Section 1.4(h) or 1.4(i), [**]

(b)If prior to the [**] the ACA has been reduced as a result of a circumstance described in Section 1.4(g), (h), or (i), then [**] the Part II ACA shall not be reduced as a result thereof unless, and then only to the extent, the aggregate amount of such reductions is [**]

(c)If the ACA has been reduced as a result of a circumstance described in Section 1.4(g), (h), or (i), thenthe Part III ACA shall not be reduced as a result thereof unless, and then only to the extent, the aggregate amount of such reductions is in excess of [**]

(d)[**]

1.7Payment of Shortfalls of the MCA and ACA.

(a)If at the end of any year of the Initial Term [**] (other than a year in which this Agreement has terminated, which is covered by Section 1.7(b)) there is an ACA Shortfall, then Nielsen shall pay to TCS [**] Such payment shall be due [**] not earlier than [**] following receipt of TCS’ invoice therefore, but The amount paid toward the ACA Shortfall shall be credited against the MCA.

(b)If at the end of [**] there is an MCA [**]

Shortfall or an ACA Shortfall (or there is a termination of the Agreement pursuant to Sections 28.1 or 28.5(b)) TCS shall invoice Nielsen in one consolidated invoice for:

(i)the Unpaid Invoices Balance;

(ii)the Unbilled Services Balance; and

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(iii)[**], (the sum of such amounts, the “End of Term Close Out Amount”).

Such consolidated invoice shall replace and supersede all other outstanding invoices. Payment of the End of Term Close Out Amount shall be due [**] following receipt of TCS’ invoice therefore; which shall constitute full and complete satisfaction of all Nielsen payment obligations to TCS with respect to Charges for Services, ACA and MCA. Nielsen may reduce the amount paid toward the End of Term Close Out Amount for any payments for invoices included in the Unpaid Invoice Balance (x) which were paid after calculation of the Unpaid Invoices Balance or (y) which were paid prior to calculation of the Unpaid Invoices Balance and were not properly credited to Nielsen’s account by TCS in such calculation.

(c)For the purposes of this Section, the following definitions apply:

(i)“ACA Shortfall” for any year means the ACA less the aggregate amount counted toward fulfillment of the ACA for such year (including any Unpaid Invoices Balance for Services performed in such year and any Unbilled Services Balance for services performed in such year) (but in no event less than zero);

(ii)“MCA Shortfall” means the MCA less the aggregate amount counted toward fulfillment of the MCA (including any Unpaid Invoices Balance, any Unbilled Services Balance) (but in no event less than zero);

(iii)“Unpaid Invoices Balance” is equal to the sum of all invoices issued by TCS to Nielsen under this Agreement (including Pass-Through Expenses) and outstanding as of the effective date of termination of this Agreement; and

(iv)“Unbilled Services Balance” is equal to the charges for Services delivered by TCS to Nielsen under this Agreement on or before the effective date of termination of this Agreement but not invoiced as of such date.

1.8MCA and ACA Reports. In accordance with Section 5.7 of the Agreement, within [**] of the end of [**] until the MCA has been fully satisfied TCS shall provide Nielsen with a detailed reconciliation of the amount remaining in the MCA and the ACA, showing the amount remaining from the prior calculation and all events occurring during the quarter reported upon (or which should have been reflected in prior statements), which have reduced the MCA and the ACA and the amount of each such reduction, including all adjustments pursuant to Section 1 of Schedule C.

1.9Treatment of MCA and ACA In Case of Certain Terminations of the Agreement Pursuant to Section 28.

If Nielsen terminates the Agreement pursuant to Sections 28.2 or 28.3 of the Agreement, then Nielsen shall be relieved of any obligation with respect to any remaining portion of the MCA and the ACA.

2.CHARGES FOR SERVICES

2.1

Rates

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The rates (the “Rates”) provided in Table C-2A apply for all Services performed by TCS under this Agreement, except for Fixed Fee SOWs, Managed Services, and Projects (i.e., all Services will be billed at the applicable Rates) and are firm and fixed during the Term and Extension Period. There will be no charge for overtime. Section 6 provides the basis for determining and converting currency.

2.2

Delivery Model Pricing

Schedule C-2B describes the pricing by Engagement Model.

2.3

Transition Charges

There will be a mutually agreed upon Transition/Transformation plan. See Schedule C Exhibit C-2C. TCS has shared a list of associates with Nielsen and will execute the plan based on this list. [**] TCS may not reduce or reallocate the resources applicable to any portion of the Services until the Nielsen business unit owner (a direct report to Global CTO or the Global Head of Operations) has agreed that Transition/Transformation for that aspect of the Services is satisfactory, not to be unreasonably withheld.

3.CHARGES GENERALLY

3.1

COLA [**]

3.2

Managed Services

An SOW may provide that all or a portion of the Services under such SOW is to be performed on a Managed Services basis using Billing Units, where the Charges are based on inputs (such as the number of servers) or outputs (such as the number of pages printed) rather than the amount of Resources used. In such case the Managed Services Charges provided therein shall apply and not the Rates herein.

3.3

Billing Units Subsume All of TCS’ Expenses

If a portion of the Service (other than a portion provided on a T&M basis) is not measured by a specific Billing Unit, the cost to TCS of providing that portion of the Service is subsumed in the charging methodology hereunder and there shall be no separate charge for variations in volumes of portions of the Services not measured by a Billing Unit.

3.4

New Services

(a)A “New Service” is work which is in addition to and materially different from the then existing in-scope Services (including Services that are optional, but for which a price is provided in this Agreement). A New Service may require a new Engagement Model. In determining whether particular work is a New Service, the following work is included within the definition of in-scope Services (and therefore are not New Services):

(i)Evolution, supplements, modifications, enhancements, and replacements of the Services to improve the quality, efficiency and effectiveness of the Services to keep pace with technological advancements.

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(ii)If the performance of the additional work requested by Nielsen would be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to perform the additional work would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing such additional functions, then such additional work shall be considered in-scope Services and the charge, if any, for such additional work shall be determined pursuant to the Rates.

(b)Charges for New Services

If Nielsen requests TCS to perform work that is not then in-scope Services and TCS has notified Nielsen that TCS considers such work to be a New Service (which notice may be given by email in accordance with the Governance Process) (provided that if TCS has failed to notify Nielsen that TCS considers a particular work to be a New Service and begins providing such work as a Service, if Nielsen’s demand for the work later increases TCS may at any time notify Nielsen that TCS considers the work to be a New Service and the foregoing shall apply prospectively from the date of TCS’ notice), the following shall apply:

(i)Promptly after receiving Nielsen’s request for New Services, TCS will provide Nielsen a written proposal and price quote for such New Services containing at least the following information (unless TCS determines (and notifies Nielsen) that the New Services are wholly unrelated to the scope of this Agreement and that TCS is incapable of delivering the New Services):

(1)A brief description of the services to be provided;

(2)If relevant, a projection of the net increases and decreases in Nielsen’s Billing Unit utilization, if any, that will be attributable to such New Services;

(3)A description of the new or modified resources and expenses not reflected in clause (2) above that would be required for TCS to provide the New Services;

(4)A description of the resources, if any, that would no longer be required to be provided by TCS if it provided the New Services;

(5)A brief description of the ramifications and impacts of such New Services on the existing Services (including the Service Levels); and

(6)Where the nature of the proposed Services are such that TCS, as the incumbent for the other Services has a competitive advantage over other potential suppliers, the charges proposed by TCS shall be no greater than TCS’ charges to any other similar TCS customer for similar services.

(ii)TCS’ price quote for the New Services

(1)Charges for New Services shall be determined pursuant to this Section 3.4 and shall be provided on a most favored customer basis.

(2)At Nielsen’s request, TCS’ price quote shall be at a reasonable level of detail such that Nielsen can properly evaluate and understand the components of TCS’ offer. For example, if the New Services involves the provision of Equipment, Software, and personnel resources, and the

C-7

charges for each category can be reasonably identified and separated (for analysis purposes), TCS will provide a proposed line item charge for each category. In addition, TCS will break out its proposed charges for any Third Party Equipment, Software or services, if applicable to the New Service.

(3)TCS’ price quote shall be based upon the required proportional increase in personnel, systems and other resources applicable to the New Services relative to the then-existing TCS Charges and shall take into account any resources and expenses of TCS for then-existing Services that would no longer be required once TCS begins performing the New Services.

(a)Nielsen may elect to have TCS perform the work as a New Service in accordance with the proposal by TCS described in Section 3.4(b)(i). If Nielsen so elects, the parties shall execute an SOW documenting the New Services and the Charges for them.

(b)Subject to Section 3.4(c), TCS shall not begin performing any New Services until Nielsen has accepted TCS’ proposed SOW.

(c)If the parties cannot agree upon whether work requested by Nielsen is a part of the then-existing Services or would be a New Service or what the appropriate charge for the New Service should be, TCS shall nevertheless begin to perform the disputed work if Nielsen so requests. In this event, Nielsen shall pay TCS [**] percent ([**]%) of the Charges proposed by TCS until the matter is resolved in accordance with the dispute resolution procedures provided in Section 27.3 of the Agreement; provided that TCS shall not be required to perform pursuant to this provision for more than [**]

3.5TCS Software for any particular New Service.

(a)If TCS (or its Affiliate acting in conjunction with TCS) desires to license to Nielsen computer software that (i) is part of TCS’ (or such Affiliate’s) commercial offerings, (ii) has not previously been used by TCS to provide the Services to Nielsen, and (iii) is not then licensed to Nielsen (e.g., a renewal or expansion is being considered, licenses that have lapsed for more than an insubstantial period of time shall not qualify) (or at the time it was first licensed to Nielsen it was deemed TCS Commercially Available Software), TCS (or such Affiliate) may suggest to Nielsen that such computer software be licensed to Nielsen provided that (x) TCS assist Nielsen in completing a formal software selection process to identify and evaluate competitive offerings provided by unaffiliated third parties, (y) Nielsen concludes that such software selection process establishes that there is at least one bona fide competitive alternatives available to meet Nielsen’s requirements, and (z) if Nielsen selects the TCS software and executes a license agreement therefor before TCS has introduced such software into Nielsen’s environment, then such TCS software shall be deemed “TCS Commercially Available Software”.

(b)All software of TCS and its Affiliates that is not TCS Commercially Available Software shall be deemed “TCS Non-Commercially Available Software”.

4.NIELSEN OBLIGATION TO PROVIDE REPLACEMENT SERVICES WHERE TCS HAS MADE AGREED UPON INVESTMENTS; GAIN SHARE

4.1Nielsen Obligation To Provide Replacement Services Where TCS Has Made Agreed Upon Investments

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(a)The Parties shall collaboratively establish a list of areas (“Investment Areas”) where TCS will make investments that will improve the efficiency of the methods of delivery of the Services to Nielsen’s Operations group in order to support the charges that will apply hereunder from those previously provided between the Parties, other than those where Nielsen desires to make the investment directly. Where Nielsen makes the investment directly, as between Nielsen and TCS, Nielsen shall be the sole beneficiary of such investment. The first such list was agreed upon and the second list shall be agreed upon by

. As part of such process Nielsen may inform TCS of areas where it recommends that TCS not make investments due to anticipated changes in Nielsen’s priorities.

(b)With regard to each Investment Area, provided that TCS actually makes the investment described in the list, forafter the date of each Investment Areas list (but not beyond [**] ) Nielsen may not reduce demand (measured by inputs) for the associated Services below [**] without providing substitute demand for similar Services.

(c)As of the Amendment Number One Effective Date the Parties agree that the provisions in this Section 4.1 are obsolete and not in effect.

4.2Gain Share

[**]

5.PASS-THROUGH EXPENSES

(a)Nielsen will reimburse TCS for all Pass-Through Expenses mutually agreed by the Parties, as provided in the Agreement. Pass-Through Expenses must be reasonable, warranted and cost effective, and have been approved in advance by Nielsen’s Project Manager. Pass-Through Expenses are to be billed to Nielsen at TCS’ cost (without mark up of any kind, including administrative fees, and net of all rebates and credits).

(b)TCS shall use Commercially Reasonable Efforts to minimize the amount of Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, Nielsen may:

parties;

(i)	obtain such services or materials directly from one or more third

(ii)designate the third party source for such services or materials;

(iii)designate the particular services or materials (e.g., equipment make and model) TCS shall obtain (although if TCS demonstrates to Nielsen that such designation will have an adverse impact on TCS’ ability to meet the Service Levels, such designation shall be subject to TCS’ approval);

(iv)designate the terms for obtaining such services or materials (e.g., purchase or lease and lump sum payment or payment over time);

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(v)require TCS to identify and consider multiple sources for such services or materials or to conduct a competitive procurement; and

(vi)review and approve the applicable Pass-Through Expenses before entering into a contract for particular services or materials.

(c)The Parties may agree in an SOW that Nielsen’s payment to TCS of certain Pass-Through Expense associated with such SOW shall be subject to different payment terms than otherwise provided herein.

6.LOCAL COUNTRY BILLING; EXCHANGE RATES

(a)Except as provided herein, the Charges shall be denominated and paid in the currencies specified in Schedule C-2A, and if no currency is specified therein then in United States Dollars. If requested by Nielsen, TCS shall invoice Nielsen Affiliates outside of the United States for charges in the currency specified for local billing in the applicable SOW. The exchange rates to be used to convert from the U.S. Dollar based charges in this Agreement to the relevant local currency shall be based on the average of the exchange rates shown in the Wall Street Journal for each Business Day in the December prior to the year in which the Services are to be provided (e.g., January’s bill for December’s services will use the prior year’s exchange rate but February’s bill for January’s services will use the new rates. If the actual exchange rate of any applicable local currency varies more than twenty percent (20%) against the U.S. Dollar in the course of any Calendar Year, upon the request of either Party, the Parties shall reset the exchange rates for the remainder of such Calendar Year based on the average exchange rates for the calendar month prior to such readjustment date. Such readjustment may occur only once per year. An SOW may provide for different terms but in order for such SOW to be effective it must be approved by the Nielsen Global Relationship Manager and the TCS’ Global Relationship Manager, with such approval indicated on the SOW.

(b)For purposes of calculating credits against the MCA and the ACA for Charges that are billed in currencies other than United States Dollars, the parties shall use the same exchange rates as provided in Section 6(a) of this Schedule C.

7.CHARGES FOR TERMINATION-EXPIRATION SERVICES

Termination-Expiration Services provided during the Term (including the Extension Period) shall be invoiced at the Rates provided in Table C-2A. If any such Services extend beyond the Term (including the Extension Period), the Charges shall be as mutually agreed, but shall not be increased beyond the Extension Period Rates by more than 10% per Calendar Year after the Extension Period.

8.TRUE UP OF CHARGES FOR 2017

This Schedule C confirms, replaces and supersedes the letter agreements between the Parties dated as of March 17, 2017 and as of June 29, 2017.

9.CLIENT SERVICE KPO ROTATIONAL ASSIGNMENTS

[**]

C-10

[**]

C-11

Exhibit C-1

Offshore Leverage Commitments

C-12

Exhibit C-2A

All amounts are in US Dollars unless otherwise noted.

Rate Card

[**]

C-13

[**]

C-14

Exhibit C-2B

Engagement Models

[**]

C-15

[**]

C-16

[**]

C-17

[**]

C-18

[**]

C-19

[**]

C-20

Exhibit C-2C

Transition Areas & Resource Movement

TCS proposes to have the following projects be transitioned immediately to Managed Services Model.

[**]

C-21

[**]

C-22

Exhibit 31.1

Certification of the Chief Executive Officer

I, David Kenny, certify that:

I have reviewed this quarterly report on Form 10-Q of Nielsen Holdings plc;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2019

By:		/s/ David Kenny
		David Kenny
		Chief Executive Officer

Exhibit 31.2

Certification of the Chief Financial Officer

I, David J. Anderson, certify that:

I have reviewed this quarterly report on Form 10-Q of Nielsen Holdings plc;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2019

By:		/s/ David J. Anderson
		David J. Anderson
		Chief Financial Officer

Exhibit 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)

Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned does hereby certify that:

The Form 10-Q for the quarter ended June 30, 2019 (the “Form 10-Q”) of Nielsen Holdings plc fully complies with the requirements of section 13(a) or 15(d) of the Exchange Act and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ David Kenny
Date: July 31, 2019		David Kenny
		Chief Executive Officer

		/s/ David J. Anderson
Date: July 31, 2019		David J. Anderson
		Chief Financial Officer