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, 2018
OR
☐ | 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.) |
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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) | ||
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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.
Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
| ☐ (Do not check if a smaller reporting company) |
| Smaller reporting company |
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| Emerging growth company |
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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 355,207,609 shares of the registrant's common stock outstanding as of June 30, 2018.
Table of Contents
Contents
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| PAGE |
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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 | - 33 - | ||
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 - | ||
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| Signatures | - 57 - | ||
P ART 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) |
| 2018 |
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| 2017 |
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| 2018 |
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| 2017 |
| ||||
Revenues |
| $ | 1,647 |
|
| $ | 1,644 |
|
| $ | 3,257 |
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| $ | 3,170 |
|
Cost of revenues, exclusive of depreciation and amortization shown separately below |
|
| 698 |
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|
| 678 |
|
|
| 1,417 |
|
|
| 1,339 |
|
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
|
| 494 |
|
|
| 474 |
|
|
| 987 |
|
|
| 947 |
|
Depreciation and amortization |
|
| 162 |
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| 162 |
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| 329 |
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| 317 |
|
Restructuring charges |
|
| 65 |
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|
| 9 |
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| 89 |
|
|
| 41 |
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Operating income |
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| 228 |
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| 321 |
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| 435 |
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| 526 |
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Interest income |
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| 2 |
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| 1 |
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| 4 |
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| 2 |
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Interest expense |
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| (100 | ) |
|
| (92 | ) |
|
| (196 | ) |
|
| (182 | ) |
Foreign currency exchange transaction losses, net |
|
| (4 | ) |
|
| (7 | ) |
|
| (4 | ) |
|
| (9 | ) |
Other (expense)/income, net |
|
| (5 | ) |
|
| 1 |
|
|
| (4 | ) |
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| 3 |
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Income from continuing operations before income taxes and equity in net loss of affiliates |
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| 121 |
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| 224 |
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| 235 |
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| 340 |
| |
Provision for income taxes |
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| (44 | ) |
|
| (91 | ) |
|
| (83 | ) |
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| (134 | ) |
Equity in net loss of affiliates |
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| (1 | ) |
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| - |
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| (1 | ) |
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| - |
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Net income |
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| 76 |
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| 133 |
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| 151 |
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| 206 |
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Net income attributable to noncontrolling interests |
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| 4 |
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| 2 |
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| 7 |
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| 4 |
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Net income attributable to Nielsen stockholders |
| $ | 72 |
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| $ | 131 |
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| $ | 144 |
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| $ | 202 |
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Net income per share of common stock, basic |
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Net income attributable to Nielsen stockholders |
| $ | 0.20 |
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| $ | 0.37 |
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| $ | 0.40 |
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| $ | 0.57 |
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Net income per share of common stock, diluted |
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Net income attributable to Nielsen stockholders |
| $ | 0.20 |
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| $ | 0.37 |
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| $ | 0.40 |
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| $ | 0.56 |
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Weighted-average shares of common stock outstanding, basic |
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| 355,773,490 |
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| 356,829,766 |
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| 356,115,127 |
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| 357,113,183 |
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Dilutive shares of common stock |
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| 602,670 |
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| 1,255,301 |
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| 707,962 |
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| 1,455,260 |
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Weighted-average shares of common stock outstanding, diluted |
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| 356,376,160 |
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| 358,085,067 |
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| 356,823,089 |
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| 358,568,443 |
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Dividends declared per common share |
| $ | 0.35 |
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| $ | 0.34 |
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| $ | 0.69 |
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| $ | 0.65 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3