Nielsen Holdings Plc Annual Report and Accounts As Required by The

COMPANY REGISTERED NUMBER 09422989

Nielsen Holdings plc Annual Report and Accounts

As required by the U.K. Companies Act 2006, using International Financial Reporting Standards

For the year ended 31 December 2017

INDEX TO ANNUAL REPORT

Strategic Report ...... 1

Directors’ Report ...... 42

Statement of Directors’ Responsibilities ...... 48

Directors’ Remuneration Report ...... 49

Independent Auditor’s Report to the Members ...... 69

Consolidated Financial Statements ...... 78

Consolidated Income Statement 79

Consolidated Statement of Comprehensive Income ...... 80

Consolidated Balance Sheets ...... 81

Consolidated Statement of Shareholders Equity ...... 82

Consolidated Statement of Cash Flows ...... 83

Notes to Consolidated Financial Statements ...... 84

Parent Company Financial Statements...... 132

Notes to the Parent Company Financial Statements ...... 134

Full List of Subsidiaries ...... 139

STRATEGIC REPORT

This annual report highlights information about Nielsen Holdings plc and its subsidiaries. In this annual report, except as otherwise indicated herein, or as the context may otherwise require, references to “Nielsen”, “the Company”, “we”, “our”, and “us” refer to Nielsen Holdings plc and each of its consolidated subsidiaries.

OVERVIEW We are a leading global performance management company. We provide to clients a comprehensive understanding of what consumers watch and what they buy and how those choices intersect. We deliver critical media and marketing information, analytics and manufacturer and retailer expertise about what and where consumers buy (referred to herein as “Buy”) and what consumers read, watch and listen to (consumer interaction across the television, radio, print, online, digital, mobile viewing and listening platforms referred to herein as “Watch”) on a local and global basis. Our information, insights and solutions help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We have a presence in more than 100 countries and our services cover more than 90 percent of the globe’s GDP and population. We have significant investments in resources and associates all over the world, including in many emerging markets, and hold leading market positions in many of our services and geographies. Based on the strength of the Nielsen brand, our scale and the breadth and depth of our solutions, we believe we are the global leader in measuring and analyzing consumer behavior in the segments in which we operate.

Our Company was founded in 1923 by Arthur C. Nielsen, Sr., who invented an approach to measuring competitive sales results that made the concept of “market share” a practical management tool. For over 90 years, we have advanced the practice of market research and media audience measurement to provide our clients a better understanding of their consumers. Our Company, originally incorporated in the Netherlands, was purchased on May 24, 2006 by a consortium of private equity firms (collectively, the “Sponsors”). In January 2011, our Company consummated an initial public offering of our ordinary shares and our shares started trading on the New York Share Exchange under the symbol “NLSN”. On August 31, 2015, Nielsen N.V., a Dutch public company listed on the New York Share Exchange, merged with Nielsen Holdings plc, by way of a cross-border merger under the European Cross-Border Merger Directive, with Nielsen Holdings plc being the surviving company (the “Merger”). The Merger effectively changed the place of incorporation of Nielsen’s publicly traded parent holding company from the Netherlands to England and Wales, with no changes made to the business being conducted by Nielsen prior to the Merger. The Sponsors that held equity interests in Nielsen at the time of the January 2011 initial public offering have disposed of such interests.

BUSINESS REVIEW Business Model We align our business into two reporting segments, Buy (consumer purchasing measurement and analytics) and Watch (media audience measurement and analytics). Our Buy and Watch segments are built on an extensive foundation of proprietary data assets designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses and manage their performance. The information from our Buy and Watch segments, when brought together, can deliver powerful insights into the effectiveness of branding, advertising and consumer choice by linking media consumption trends with consumer purchasing data to better understand behavior and better manage supply and demand as well as media spend, supply chain issues, and much more. We believe these integrated insights better enable our clients to enhance the return on both long-term and short-term investments.

Our Buy segment provides retail transactional measurement data, consumer behavior information and analytics primarily to businesses in the consumer packaged goods (“CPG”) industry. According to Deloitte, the aggregate retail revenue of the Top 250 global retailers approached $4.4 trillion in 2017. Our broad coverage focuses not only on this modern class of global retailer but also the thousands of traditional trade retailers that have significant presence in emerging markets. 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. We track billions of sales transactions per month in retail outlets globally and our data is used to measure their sales and market share. We are the only company offering such extensive global coverage for the collection, provision and analysis of this information for consumer packaged goods. Our Buy services also enable our clients to better manage their brands, uncover new sources of demand, manage their supply chain issues, launch and grow new services, analyze their sales, drive merchandising efficiency and effectiveness in-store and improve their marketing mix and establish more effective consumer relationships. Within our Buy segment, we have two primary geographic groups, developed and emerging markets. Developed markets primarily include the United States, Canada, Western Europe, Japan, South Korea and Australia while emerging markets primarily include Africa, Latin America, Eastern Europe, Russia, China, India and Southeast Asia. Our Buy segment represented approximately 49% of our consolidated revenues in 2017.

Our Watch segment provides viewership and listening data and analytics primarily to the media and advertising industries across the television, radio, print, online, digital, mobile viewing and listening platforms. According to ZenithOptimedia, a leading global media services agency, total global spending on advertising including television, radio, print, online and mobile platforms is projected to reach $592 billion by end of 2018. Our Watch 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, transact, and optimize their media spending. In our Watch segment, our ratings are the primary metrics used to determine the value of programming and advertising in the U.S. television advertising marketplace. According to eMarketer, U.S. TV ad spending is expected to be $73 billion U.S. dollars in 2017. In addition to the United States, our technology is used to measure television viewing in 31 other countries. We also measure markets that account for nearly 80% of global TV ad spend and offer measurement and analytic services in 59 countries, including the United States, where we are the market leader. Our ratings are also the primary metrics used to determine the value of programming and advertising in the U.S. radio advertising marketplace. According to eMarketer, U.S. Radio ad spend is expected to be $14 billion U.S. dollars in 2017. Lastly, our ratings are used by the top 25 Global Advertisers for digital campaigns to help determine the value of advertising in the premium Digital Video Marketplace. According to eMarketer, U.S. Digital ad revenues are expected to be $83 billion U.S. dollars in 2017. Our Watch segment represented approximately 51% of our consolidated revenue in 2017.

We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect their sales and profitability. Our data and analytics solutions, which have been developed through substantial investment over many decades, are deeply embedded into our clients’ workflow. Our long-term client relationships are made up largely of multi-year contracts and high contract renewal rates. The average length of relationship with our top ten clients, which include Comcast Corporation, The Coca-Cola Company, NBC Universal, Nestle S.A., The Procter & Gamble Company, Twenty-First Century Fox and the Unilever Group, is more than 30 years. Typically, before the start of each year, more than 70% of our annual revenue has been committed under contracts in our combined Buy and Watch segments.

Competitive Advantage We are faced with a number of competitors in the markets in which we operate. Some of our competitors in each market may have substantially greater financial, marketing and other resources than we do and may benefit from other competitive advantages. See “Competitive Landscape” and “Risk Factors.” We face increasing competition, which could adversely affect our business, financial condition, results of operations and cash flow. Notwithstanding the challenges presented by the competitive landscape, we believe that we have several competitive advantages, including the following:

Global Scale and Brand. We provide a breadth of information and insights about consumers covering approximately 90 percent of all population and GDP globally. In our Buy segment, we track billions of sales transactions per month in retail outlets in more than 100 countries around the world. We also have approximately 250,000 household panelists across 25 countries. In our Watch segment, our ratings are the primary metrics used to determine the value of programming and advertising in the U.S. television advertising marketplace. According to eMarketer, U.S. TV ad spending is expected to be $73 billion U.S. dollars in 2017. We believe our footprint, independence, credibility and leading market positions will continue to contribute to our long-term growth and strong operating margins as the number and role of multinational companies expand. Our scale is supported by our global brand, which is defined by the original Nielsen code created by our founder, Arthur C. Nielsen, Sr.: impartiality, thoroughness, accuracy, integrity, economy, price, delivery and service.

Strong, Diversified Client Relationships. Many of the world’s largest brands rely on us as their information and analytics provider to create value for their business. We maintain long-standing relationships and multi-year contracts with high renewal rates due to the value of the services and solutions we provide. In our Buy segment, our clients include the largest CPG and merchandising companies in the world such as The Coca-Cola Company, Nestle S.A., Unilever, and The Procter & Gamble Company, as well as leading retail chains such as Carrefour, Tesco, Walgreens and Walmart. In our Watch segment, our client base includes leading broadcast, radio, cable and internet companies such as CBS, Clear Channel Media, Disney/ABC, Facebook, Google, Microsoft, NBC Universal/Comcast, Twenty-First Century Fox, Time Warner, Twitter, Univision and Yahoo!; leading advertising agencies such as WPP, IPG, Omnicom, and Publicis; leading telecom companies such as AT&T, Verizon, Vodafone, and Nokia; and leading automotive companies such as Chrysler, Ford and Toyota. The average length of relationship with our top 10 clients across both our Buy and Watch segments is more than 30 years. In addition, due to our growing presence in emerging markets, we have cultivated strong relationships with local market leaders that can benefit from our services as they expand globally. Our strong client relationships provide both a foundation for recurring revenues as well as a platform for growth.

Enhanced Data Assets and Measurement Science. Our extensive portfolio of transactional and consumer behavioral data across our Buy and Watch segments enables us to provide critical information to our clients. For decades, we have employed advanced measurement methodologies that yield statistically accurate information about consumer behavior while having due regard for their privacy. Our particular expertise in panel measurement includes a proven methodology to create statistically accurate research insights that are statistically representative of designated audiences. This expertise is a distinct advantage as we extrapolate more precise insights from emerging large-scale census databases to provide greater granularity and segmentation for our clients. We continue to enhance our core competency in measurement science by improving research approaches and investing in new methodologies. We have also invested significantly in our data architecture to enable the integration of distinct large-scale census data sets including those owned by third parties. We believe that our expertise, established standards and increasingly granular and comprehensive data assets provide us with a distinct advantage as we deliver more precise insights to our clients.

Innovation. We have focused on innovation to deepen our capabilities, expand in new and emerging forms of measurement, enhance our analytical offerings and capitalize on industry trends across our Buy & Watch businesses.

In Watch, we are investing in our total audience measurement framework, connecting all of our video, audio, and text measurement capabilities across digital and television platforms for both ad campaigns (Total Ad Ratings) and content (Total Content Ratings) across all consumer access points. These measurement offerings allow content providers and advertisers to understand their true reach across and among all platforms using a combination of Nielsen's gold standard panels and census-based measurement. We have also taken a “total” approach to Ad Intel by partnering with a global data provider to add digital data into the service alongside TV, radio and print. We are working with our clients to help maximize the value of the data we give to them by allowing them to evaluate new distribution options (e.g. the Apple TV, Roku, Game Console breakout) as well as understanding the true impact and audiences of their content when sent to Subscription Video on Demand (“SVOD”). The continued expansion of our Nielsen campaign ratings service provides “reach” metrics for TV and digital campaign ratings, and can offer advertisers and media companies a unique measurement of unduplicated audiences for their advertising and programming across television and online viewing.

Nielsen is also incorporating large “census like” data into all of our services and products. We have been using Return Path Data in different areas of Nielsen over the last five years, for example, in Digital Ad Ratings and Digital Content Ratings along with our marketing effectiveness/ROI services. Nielsen is working to incorporate bringing in return path data for Television. Due to the significant deficiencies in this data, Nielsen’s Data Science teams are creating a number of statistical models to correct for all of the limitations of this data, including how to calibrate and validate against it in which to continue to produce quality person’s based ratings for the marketplace.

We have also made investments in providing cross platform data aggregation and audience activation within the Nielsen Marketing Cloud. Its data management platform and big data infrastructure has enabled brands, agencies, and media companies access to unified consumer mapping and targeting across multiple media platforms. By leveraging this data management platform, clients can more easily analyze ROI and optimize their marketing programs with the Nielsen Marketing Cloud’s world class analytic capabilities, including Multi Touch Attribution modelling (cross channel performance analysis) and In Flight Analytics (a real-time view into purchase-intent behavior).

In addition the Nielsen Marketing Cloud incorporated Nielsen AI, a self-learning marketing AI solution that automatically identifies and adapts to what consumer attributes and behavior are driving campaign key performance indicators – like form fills or sales conversions - leading to better marketing results. Nielsen AI was recognized as one of the most technologically significant products of 2017 by R&D Magazine's R&D 100, one of the most prestigious innovations awards program in research and development for the past 55 years, honoring great pioneers and their revolutionary ideas in science and technology.

On the planning side, Nielsen Media Impact, a state of the art cross media planning system that integrates reach and effectiveness data, which provides the analytics capability tied to our total audience measurement data to enable buyers and sellers to more effectively transact on advertising sales. It helps agencies, media owners, and advertisers to better plan, activate and optimize the value of their media investments. It is also the first solution in the industry that has created the first currency-quality, respondent level planning dataset and software solution that is configurable from top to bottom for clients that want proprietary solutions.

Nielsen is making significant investments in sports sponsorship, and is now the premier global provider of analytics and insights in this category. Nielsen’s acquisition of Repucom brings together Repucom’s brand exposure data and metrics and connects the sponsorship data with Nielsen’s buyer intent and purchase data to help clients make better, smarter business decisions.

While technology is changing the path to purchase and generating massive volumes of data to sift through, Nielsen is helping our clients navigate this changing landscape and answer critical questions through our innovation of the Nielsen Connected System. The Connected System is an open, cloud-based platform which allows clients to quickly determine what’s happened to their business, the reason behind sales and share changes and then what they should do next through analytic apps that support everyday decisions around innovation, distribution, price, promotion and media. Retail and manufacturer clients will both have access to the Connected System enabling a high degree of collaboration. We have also further enhanced our information and analytics delivery platform, Nielsen Answers On Demand, to enable the management of consumer loyalty programs for retail clients.

Nielsen is also on a path to measure the “Total Consumer,” which means offline and online purchases, all outlets, retail, and out of home consumption. Nielsen’s e-commerce measurement solution is a combination of Nielsen retail data cooperators; multiple consumer-sourced data sets and demand related analytics that will provide the industry a leading measure of e-commerce channel performance for both retailers and manufacturers. These data sources, married with Nielsen’s best in class data science will enable an integrated, calibrated and projectable measurement solution. The retail data cooperators are across a spectrum of channels ranging from pure play, club, mass, specialty, drug, and food. This solution will provide an integrated view of consumer insights, in addition to the market measurement, through consumer level purchase data.

Scalable Operating Model. Our global presence and operating model allow us to scale our services and solutions rapidly and efficiently. We have a long track record of establishing leading services that can be quickly expanded across clients, markets and geographies. Our global operations and technology organization enables us to achieve faster, higher quality outcomes for clients in a cost-efficient manner. Our flexible architecture allows us to incorporate leading third-party technologies as well as data from external sources, and enables our clients to use our technology and solutions on their own technology platforms. In addition, we work with leading technology partners such as IBM, Tata Consultancy Services and other technology providers, which allows for greater quality in client offerings and efficiency in our global operations.

Industry Trends and Other Factors Affecting Our Business Industry Trends We believe companies, including our clients, require an increasing amount of data and analytics to set strategy and direct operations. This has resulted in a large market for business information and insight which we believe will continue to grow. Our clients are media, advertising and CPG companies in the large and growing markets. We believe that significant economic, technological, demographic and competitive trends facing consumers and our clients will provide a competitive advantage to our business and enable us to capture a greater share of our significant market opportunity. We may not be able to realize these opportunities if these trends do not continue or if we are otherwise unable to execute our strategies. See “Risk Factors – We may be unable to adapt to significant technological changes which could adversely affect our business” and “Risk Factors – Our international operations are exposed to risks which could impede growth in the future.”

Emerging markets present significant expansion opportunities. Brand marketers are focused on attracting new consumers in emerging countries as a result of the fast-paced population growth of the middle class in these regions. In addition, the retail trade in these markets is quickly evolving from small, local formats toward larger, more modern formats with electronic points of sale, a similar evolution to what occurred in developed markets over the last several decades. We provide established measurement methodologies to help give CPG companies, retailers and media companies an accurate understanding of local consumers to allow them to harness growing consumer buying power in markets like Brazil, India and China.

Demographic shifts and changes in spending behavior are altering the consumer landscape. Consumer demographics and related trends are constantly evolving globally, leading to changes in consumer preferences and the relative size and buying power of major consumer groups. Shifts in population size, age, racial composition, family size and relative wealth are causing marketers continuously to re-evaluate and reprioritize their consumer marketing strategies. We track and interpret consumer demographics that help enable our clients to engage more effectively with their existing consumers as well as forge new relationships with emerging segments of the population.

The media landscape is dynamic and changing. Consumers are rapidly changing their media consumption patterns. The growing availability of the internet, and the proliferation of new formats and channels such as mobile devices, social networks and other forms of user-generated media have led to an increasingly fragmented consumer base that is more difficult to measure and analyze. In addition, simultaneous usage of more than one screen is becoming a regular aspect of daily consumer media consumption. We have effectively measured and tracked media consumption through numerous cycles in the industry’s evolution – from broadcast to cable, from analog to digital, from offline to online and from live to time-shifted, from in-home to out-of-home, and Video On Demand/Subscription Video On Demand. We believe our distinct ability to provide independent audience measurement and metrics across television, radio, online and mobile platforms helps clients better understand, adapt to and profit from the continued transformation of the global media landscape.

Consumers are more connected, informed and in control. More than three-quarters of the world’s homes have access to television, there are approximately 3.5 billion internet users around the globe, and mobile penetration rates have reached 96% globally. Advances in technology have given consumers a greater level of control of when, where and how they consume information and interact with media and brands. They can compare products and prices instantaneously and have new avenues to learn about, engage with and purchase products and services. These shifts in behavior create significant complexities for our clients. Our broad portfolio of measurement and analytical services enables our clients to engage consumers with more impact and efficiency, influence consumer purchasing decisions and actively participate in and shape conversations about their brands.

Increasing amounts of consumer information are leading to new marketing approaches. The advent of the internet and other digital platforms has created rapid growth in consumer data that is expected to intensify as more entertainment and commerce are delivered across these platforms. As a result, companies are looking for real-time access to more granular levels of data to understand growth opportunities more quickly and more precisely. This presents a significant opportunity for us to work with companies to effectively manage, integrate and analyze large amounts of information and extract meaningful insights that allow marketers to generate profitable growth.

Consumers are looking for greater value. Economic and social trends have spurred consumers to seek greater value in what they buy as exemplified by the rising demand for “private label” (store branded) products. This increased focus on value is causing manufacturers, retailers and media companies to re-evaluate brand positioning, pricing and loyalty. We believe companies will increasingly look to our broad range of consumer purchasing insights and analytics to more precisely and effectively measure consumer behavior and target their products and marketing offers at the right place and at the right price.

The Rise of Online Brand Loyalists. The growth of online commerce has driven the need for fast-moving consumer goods to reshape consumers’ actual online experience around their online behavior. The real promise in digital retail is the chance to go “beyond the self” to build brand loyalty with consumers. It is the first time that brands and retailers can fulfill consumers’ needs for convenience and an overall good experience along the entire path to purchase, including clear, helpful production information, ensuring there is a place for customer reviews by product, easy checkout, simple returns, and quick responses to consumer feedback. Getting the experience right and building those relationships with consumers now will be vital to securing subscriptions and automatic fulfillment, which will very soon become the norm.

Competitive Landscape There is no single competitor that offers all of the services we offer in all of the markets in which we offer them. We have many competitors worldwide that offer some of the services we provide in selected markets. While we maintain leading positions in many markets in which we operate, our future success will depend on our ability to enhance and expand our suite of services, provide reliable and accurate measurement solutions and related information, drive innovation that anticipates and responds to emerging client needs, strengthen and expand our geographic footprint, and protect consumer privacy. See “Risk Factors – We face increasing competition, which could adversely affect our business, financial condition, results of operations and cash flow.” We believe our global presence and integrated portfolio of services are key assets in our ability to effectively compete in the marketplace. A summary of the competitive landscape for each of our segments is included below:

What Consumers Buy While we do not have one global competitor in our Buy segment, we face numerous competitors in various areas of our service in different markets throughout the world. Competition includes companies specializing in marketing research, in-house research departments of manufacturers and advertising agencies, retailers that sell information directly or through brokers, information management and software companies, and consulting and accounting firms. In retail measurement, our principal competitor in the United States is Information Resources, Inc., which is also present in some European and Asia/Pacific markets. Our retail measurement service also faces competition in individual markets from local companies. Our consumer panel services and analytics services have many direct and/or indirect competitors in all markets around the world including in selected cases, GfK, Ipsos, Kantar and local companies in individual countries.

What Consumers Watch While we do not have one global competitor in our Watch segment, we face numerous competitors in various areas of our operations in different markets throughout the world. We are the clear market leader in U.S. television audience measurement; however, there are many emerging players and technologies that will increase competitive pressure. Numerous companies such as, comScore are attempting to provide alternative forms of television audience measurement using, inter alia, set-top box data and panel- based measurement. Our principal competitor in television audience measurement outside the United States is Kantar, with companies such as GfK and Ipsos also providing competition in select individual countries.

Our primary competitor in the digital audience and campaign measurement solutions in the United States is comScore. Globally (including the United States), we face competition from additional companies that provide analytics services such as Oracle, Google Analytics, and Adobe Analytics. In 2016 one of our former competitors, Rentrak merged into a wholly-owned subsidiary of comScore and the combined companies focus on cross platform measurement. We are the market leader in the U.S. audio audience measurement. Our principal competitors globally are Kantar and GFK, and in the U.S. our principal competitor is Eastlan. Kantar developed technologies similar to our PPM ratings service outside the U.S. Additionally Triton, is a U.S.-based digital competitor which has developed Audio streaming measurement using server log technology.

Regulation Our operations are subject to and affected by data protection laws in many countries. These laws pertain primarily to personal data (i.e., information relating to an identified or identifiable individual), constrain whether and how we collect personal data, how that data may be used and stored, and whether, to whom and where that data may be transferred. What constitutes “personal data” varies from country to country and region to region and continues to evolve. Data collection methods that may not always be obvious to the data subject, like the use of cookies online, or that present a higher risk of abuse, such as collecting data directly from children, tend also to be more highly regulated, and products that rely on these technologies may require re-engineering to comply with new laws. In addition, these data transfer constraints can impact multinational access to a central database and cross-border data transfers.

Some of the personal data we collect may be considered “sensitive” by the laws of many jurisdictions because they may include certain demographic information and consumption preferences. Sensitive personal data typically are more highly regulated than non- sensitive data. Generally, this means that for sensitive data, the data subject’s consent should be more explicit and fully informed and security measures surrounding the storage of the data should be more rigorous. The greater constraints that apply to the collection and use of sensitive personal data increase the administrative and operational burdens and costs of panel recruitment and management.

The attention privacy and data protection issues attract can offer us a competitive advantage. Because we recognize the importance of privacy to our panelists, our customers, consumers in general, and regulators, we devote dedicated resources to enhancing our privacy and security practices in our product development plans and other areas of operation, and participate in privacy policy organizations and “think tanks.” We do this to improve both our practices and the perception of Nielsen as a leader in this area.

Growth Strategy We believe we are well-positioned for growth worldwide and have a multi-faceted strategy that builds upon our brand, strong client relationships and integral role in measuring and analyzing the global consumer. Our growth strategy is also subject to certain risks. For example, we may be unable to adapt to significant technological changes such as changes in the technology used to collect and process data or in methods of television viewing. In addition, consolidation in our customers’ industries may reduce the aggregate demand for our services. See “Risk Factors.”

Continue to grow in emerging markets Emerging markets (measured in our Buy segment) comprised approximately 36% of our 2017 Buy segment revenues (18% of our 2017 consolidated revenues) and we believe represent a significant long-term opportunity for us given the growth of the middle class and the rapid evolution and modernization of the retail trade in these regions. Key elements of our strategy include: • Continuing to grow our existing services in local markets while simultaneously introducing into emerging markets new services drawn from our global portfolio; • Partnering with existing clients as they expand their businesses into emerging markets and providing the high-quality measurement and insights to which they are accustomed; and • Building relationships with local companies that are expanding beyond their home markets by capitalizing on the global credibility and integrity of the Nielsen brand.

Continue to develop innovative services We intend to continue evolving our service portfolio to provide our clients with comprehensive and advanced solutions. The key elements of our strategy are aligned to our corporate values: Open, Connected, Useful, and Personal: • Open ○ Expanding third party data partnerships to provide broader coverage and deeper granularity ○ Making Nielsen market data available to authorized users via Application Program Interface ○ Enabling third party development of apps that leverage Nielsen data across our Nielsen Marketing Cloud and Nielsen Connected System • Connected ○ Continuing to invest in the connection of Nielsen Watch and Buy assets ○ Integrating Nielsen data and tools into client workflows and tech stacks ○ Enabling the inclusion of client datasets • Useful ○ Moving from custom/manual analytics and canned reports toward “always on” analytics that enable clients to make decisions closer to real time ○ Ensuring that our tools are intuitive and effective in executing the client’s work ○ Becoming a leader in software usability • Personal ○ Designing solutions that solve for specific client personas and use cases ○ Connecting Nielsen and third party datasets to provide a 360 degree view of the consumer ○ Delivering capabilities that enable our clients to personalize their own products and services

These strategies are directly reflected in the Nielsen Total Audience, Nielsen Marketing Cloud and Nielsen Connected System programs.

Continue to attract new clients and expand existing relationships We believe that substantial opportunities exist to both attract new clients and to increase our revenue from existing clients. Building on our deep knowledge and the embedded position of our Buy and Watch segments, we expect to sell new and innovative solutions to our new and existing clients, increasing our importance to their decision making processes.

Continue to pursue strategic acquisitions to complement our leadership positions We have increased our capabilities through investments and acquisitions in the areas of retail measurement, U.S. and international audience measurement, and advertising effectiveness for digital and social media campaigns. Going forward, we will consider select acquisitions of complementary businesses that enhance our product and geographic portfolio and can benefit from our scale, scope and status as a global leader.

Employees As of 31 December 2017, we employed approximately 46,000 people worldwide. Approximately 19% of our employees are covered under collective bargaining agreements and an additional 13% are covered under works council agreements in Europe. We may become subject to additional agreements or experience labor disruptions which may result in higher operating costs over time. We actively invest in our employee relations and believe they are solid. We are committed to treating employees in a way that respects and protects their human rights everywhere we operate around the world.

Employee Rewards During the financial year, the Company operated a remuneration strategy which aims to incentivize and reward employees to deliver sustained financial performance and long-term shareholder value. For senior employees, a substantial portion of their compensation is “at risk” by being subject to performance. The “at risk” component consists of annual cash incentives and long-term equity incentives, which play a significant role in aligning their interests with those of the Company's shareholders.

Annual cash incentives are determined on the basis of Adjusted EBITDA growth over the prior year relative to plan objectives, with consideration given to cash flow performance, individual objectives and qualitative factors such as degree of difficulty and leadership impact. 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, goodwill and intangible asset impairment charges, share-based compensation expense and other non-operating items from our consolidated statements of operations.

The long-term performance plan significantly increases the proportion of total long-term incentives that are subject to long-term quantitative performance targets. Other long-term equity incentives consisted of time-based options which provide a powerful incentive for employees to focus on long-term performance and time-based restricted share units for their retention value.

Risk Overview Risk Factors Risks Related to Our Business We may be unable to adapt to significant technological changes, which could adversely affect our business. We operate in businesses that require sophisticated data collection, processing systems, software and other technology. Some of the technologies supporting the industries we serve are changing rapidly. We have been and will be required to adapt to changing technologies and industry standards, either by developing and marketing new services investing in new services or by enhancing our existing services to meet client demand.

Moreover, the introduction of new services embodying new technologies and the emergence of new industry standards could render existing services technologically or commercially obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our existing services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our services. New services, or enhancements to existing services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.

Traditional methods of television viewing continue to change as a result of fragmentation of channels and digital and other new television and video technologies and devices such as video-on-demand, digital video recorders, game consoles, tablets, other mobile devices and internet viewing. In addition, consumption of consumer packaged goods is growing in new and different channels such as discount stores and e-commerce. If we are unable to continue to successfully adapt our media and consumer measurement systems to new viewing and consumption habits, our business, financial position and results of operations could be adversely affected.

Consolidation in the industries in which our clients operate could put pressure on the pricing of our services, thereby leading to decreased earnings. Consolidation in the industries in which our clients operate could reduce aggregate demand for our services in the future and could limit the amounts we earn for our services. When companies merge, the services they previously purchased separately are often purchased by the combined entity in the aggregate in a lesser quantity than before, leading to volume and price compression and loss of revenue. While we are attempting to mitigate the revenue impact of any consolidation by expanding our range of services, there can be no assurance as to the degree to which we will be able to do so as industry consolidation continues, which could adversely affect our business, financial position and results of operations.

Client procurement strategies could put additional pressure on the pricing of our services, thereby leading to decreased earnings. Certain of our clients may continue to seek further price concessions from us. This puts pressure on the pricing of our services, which could limit the amounts we earn. While we attempt to mitigate the revenue impact of any pricing pressure through effective negotiations and by providing services to individual businesses within particular groups, there can be no assurance as to the degree to which we will be able to do so, which could adversely affect our business, financial position and results of operations.

Adverse market conditions, particularly in the consumer packaged goods, media, entertainment, telecommunications or technology industries, could adversely impact our revenue. Adverse economic conditions could affect markets both in the United States and internationally, impacting the demand for our customers’ products and services. Those reduced demands could adversely affect the ability of some of our customers to meet their current obligations to us, hinder their ability to incur new obligations until the economy and their businesses strengthen or cause them to reduce or cease using our services. The inability of our customers to pay us for our services and/or decisions by current or future customers to forego or defer purchases may adversely impact our business, financial condition, results of operations, profitability and cash flows and may present risks for an extended period of time. We cannot predict the impact of economic slowdowns on our future financial performance.

To the extent that the businesses we service, especially our clients in the consumer packaged goods, media, entertainment, telecommunications and technology industries, are subject to the financial pressures of, for example, increased costs or reduced demand for their products, the demand for our services, or the prices our clients are willing to pay for those services, may decline.

We expect that revenues generated from our measurement and analytical services will continue to represent a substantial portion of our overall revenue for the foreseeable future. During challenging economic times, clients, typically advertisers, within our Buy segment may reduce their discretionary advertising expenditures and may be less likely to purchase our analytical services, which would have an adverse effect on our revenue.

Clients within our Watch segment derive a significant amount of their revenue from the sale or purchase of advertising. During challenging economic times, advertisers may reduce advertising expenditures and advertising agencies and other media may be less likely to purchase our media information services, which would have an adverse effect on our revenue.

Our substantial indebtedness could adversely affect our business, results of operations, and financial health. We have and will continue to have a significant amount of indebtedness. As of 31 December 2017, we had total indebtedness of $8,501 million.

Our substantial indebtedness could have important consequences. For example, it could:  increase our vulnerability to general adverse economic and industry conditions;  require us to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, service development efforts, dividends, share repurchases and other general corporate purposes;  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;  expose us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;  restrict us from making strategic acquisitions or cause us to make non-strategic disposals;  limit our ability to obtain additional financing for working capital, capital expenditures, service development, debt service requirements, dividends, share repurchases, acquisitions and general corporate or other purposes;  limit our ability to adjust to changing market conditions;  place us at a competitive disadvantage compared to our competitors that have less debt; and  limit our ability to service our dividend and share repurchases programs.

In addition, the indentures governing our outstanding notes and our secured credit facility contain financial and other restrictive covenants that could limit the ability of our operating subsidiaries to engage in activities that may be in our best interests, including by limiting the ability to make acquisitions, pay dividends or repurchase shares. Moreover, the failure to comply with any of those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt. See Note 10 to our consolidated financial statements- “Long Term Debt and Other Financing Arrangements,” for a description of our debt arrangements and related covenants.

Despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

We require a significant amount of cash as well as continued access to the capital markets to service our indebtedness, fund capital expenditures and meet our other liquidity needs. Our ability to generate cash and our access to the capital markets depend on many factors beyond our control. Our ability to make payments on our indebtedness (both interest and principal) and to fund planned capital expenditures and other liquidity needs will depend on our ability to generate cash in the future and our ability to refinance our indebtedness. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We may not be able to generate sufficient cash flow from operations to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness, including our senior secured credit facilities, on commercially reasonable terms or at all. See Note 10 to our consolidated financial statements – “Long-term Debt and Other Financing Arrangements,” for a description of our debt arrangements and related maturities

A substantial portion of our indebtedness is at variable rates, and we are exposed to the risk of increased interest rates. Our cash interest expense for the years ended 31 December 2017 and 2016 was $352 million and $319 million, respectively. At 31 December 2017, we had $4,082 million 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 $20 million ($41 million without giving effect to any of our interest rate swaps). We periodically review our fixed/floating debt mix, and the volume, rates and duration of our interest rate hedging portfolio are subject to changes, which could adversely affect our results of operations.

The success of our business depends on our ability to recruit sample participants to participate in our research samples. Our business uses scanners and diaries to gather consumer data from sample households as well as Set Meters, People Meters, Active/Passive Meters, PPM’s and diaries to gather television and audio audience measurement data from sample households. It is increasingly difficult and costly to obtain consent from households to participate in the surveys. In addition, it is increasingly difficult and costly to ensure that the selected sample of households mirrors the behaviors and characteristics of the entire population and covers all of the demographic segments requested by our clients. Political changes and trends such as populism, economic nationalism, immigration and sentiment towards multinational companies have made recruiting a sample that mirrors the entire population more difficult. In addition, if the 2020 U.S. Census is not reliable due to underfunding, new technologies being used, or otherwise, the data we rely on for our panels and statistical breakdowns in the U.S. may not be accurate. Additionally, as consumers adopt modes of telecommunication other than traditional telephone service, such as mobile, cable and internet calling, it may become more difficult for our services to reach and recruit participants for consumer purchasing and audience measurement services. If we are unsuccessful in our efforts to recruit appropriate participants, maintain the integrity of our panels, maintain adequate participation levels or properly model the sample data, our clients may lose confidence in our ratings services and we could lose the support of the relevant industry groups. If this were to happen, our consumer purchasing and audience measurement services may be materially and adversely affected.

Data protection laws and self-regulatory codes may restrict our activities and increase our costs. Various statutes and rules regulate conduct in areas such as privacy and data protection which may affect our collection, use, storage and transfer of information both abroad and in the United States. The definition of “personally identifiable information” and “personal data” continues to evolve and broaden, and new laws and regulations are being enacted, so that this area remains in a state of flux. In addition, some of our products and services are subject to self-regulatory programs relating to digital advertising. Compliance with these laws and self-regulatory codes may require us to make certain investments or may dictate that we not offer certain types of services or only offer such services after making necessary modifications. Failure to comply with these laws and self- regulatory codes may result in, among other things, civil and criminal liability, negative publicity, restrictions on further use of data and/or liability under contractual warranties.

In addition, there is an increasing public concern regarding data and consumer protection issues, with the result that the number of jurisdictions with data protection laws continues to increase and the scope of existing privacy laws and the data considered to be covered by such laws is expanding. Changes in these laws (including newly released interpretations of these laws by courts and regulatory bodies) may limit our data access, use and disclosure, and may require increased expenditures by us or may dictate that we may not offer certain types of services.

The European Union’s General Data Protection Regulation (“GDPR”), will take effect in May 2018 and will require EU member states to meet new and more stringent requirements regarding the handling of personal data. Failure to meet the GDPR requirements could result in penalties of up to 4% of worldwide revenue. Additionally, compliance with the GDPR is resulting in operational costs to implement new procedures corresponding to new legal rights granted under the law, but has had little direct impact on Nielsen products. The forthcoming EU “ePrivacy” Regulation is expected to have potentially significant impacts for the online/mobile behavioral advertising industry as a whole. Nielsen is continuing to monitor the development of the ePrivacy Regulation and industry response and will determine whether to take further action, as needed, following its final adoption.

We are exposed to risks related to cybersecurity and protection of confidential information. In the ordinary course of our business, we rely extensively on our people, technology and business operations as well as trusted strategic partners and vendors to provide us with access to data and technology as well as related professional services. We use several third-party service providers, including cloud providers, to access, store, transmit and process sensitive data. We receive, store and transmit large volumes of proprietary information and data that may contain personally identifiable information of our customers, employees, consumers and suppliers or sensitive client data entrusted to us. Our sensitive data may include our or a client’s intellectual property, financial information and business operations data.

An actual or perceived security or privacy breach may affect us in many ways, including:  risk of loss of Nielsen and/or client proprietary data or data protected by law, statute or regulation;  loss of control of how Nielsen and/or client proprietary data or data protected by law, statute or regulation is re-purposed, shared or disseminated;  expose us to potential litigation;  expose us to liability;  harm our reputation;  loss of confidence in security and accuracy of products;  deter customers from using our products or services;  make it more difficult and expensive to effectively recruit panelists and survey respondents;  loss of investor confidence;  official sanctions or statutory penalties; and  significant increases in cyber security costs.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations or share price.

Owing to new and emerging technology risks, hackers or unauthorized users who successfully breach our network security, could misappropriate or misuse our proprietary information or cause interruptions in our services. Given the relatively fast pace of changes in new and emerging technology risks, we may not be able to effectively anticipate and/or respond in a timely manner to all foreseeable and/or unforeseeable cyber security risks and events, thereby resulting in a potentially significant loss of client and investor confidence.

Notwithstanding our due diligence for new hires and employee training initiatives, we are at risk for employee malfeasance, inadvertent employee errors and other “insider risks” that may breach one or more of our information security provisions or policies. Our response in remediation of these data breaches or interruptions of service may require substantial commitments of resources and we may incur additional, unbudgeted operating and/or capital expenses, such as for specialized cyber security vendors as part of our response.

While prior unauthorized access to our systems has not had a material adverse effect on our financial results, we have taken and are taking reasonable steps to prevent future events, including implementation of system security measures, information back-up and disaster recovery processes. However, these steps may not be effective and there can be no assurance that any such steps can be effective against all possible risks.

Our services involve the receipt, storage and transmission of proprietary information. If our security measures are breached and unauthorized access is obtained, our services may be perceived as not being secure and regulators, panelists and survey respondents may hold us liable for disclosure of personal data, and clients and venture partners may hold us liable or reduce their use of our services. We receive, store and transmit large volumes of proprietary information and data that contain personal information about individuals. Security breaches could expose us to a risk of loss of this information, litigation and possible liability and our reputation could be damaged. It may also make it more difficult to recruit panelists and survey respondents. For example, hackers or individuals who attempt to breach our network security could, if successful, misappropriate proprietary information or cause interruptions in our services. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and resources to protect against or to alleviate problems and to respond to regulators’ inquiries. We may not be able to remedy any problems caused by hackers or saboteurs in a timely manner, or at all. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target and, as a result, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose current and potential clients. In addition, we may be subject to investigation and fines by jurisdictions that have data breach notification laws.

If we are unable to protect our intellectual property rights, our business could be adversely affected. Our success depends to an extent upon our ability to develop, use, defend and protect our confidential information, analytics and proprietary methodologies, processes, systems and technologies, and other intellectual property.

We rely on a combination of contractual and confidentiality provisions and procedures, licensing arrangements, and the patent, copyright, trademark and trade secret laws of the United States and other countries to protect our intellectual property as well as the intellectual property rights of third parties whose content, data and technology we license. These legal measures afford only limited protection and may not provide sufficient protection to prevent the infringement, misuse or misappropriation of our intellectual property. Although our employees, consultants, clients and collaborators enter into confidentiality agreements with us, our trade secrets, data and know-how could be subject to unauthorized use, misappropriation or unauthorized disclosure.

Our business success depends, in part, on:  obtaining patent protection for our technology and services;  defending our patents, copyrights, trademarks, service marks and other intellectual property;  preserving our trade secrets and maintaining the security of our know-how and data; and  operating our business without infringing upon intellectual property rights held by third parties.

Our ability to establish, maintain and protect our intellectual property and proprietary rights against theft or infringement could be materially and adversely affected by insufficient and/or changing proprietary rights and intellectual property legal protections in some jurisdictions and markets. Intellectual property law in several foreign jurisdictions is subject to considerable uncertainty. Our pending patent and trademark applications may not be allowed in certain jurisdictions and inadequate intellectual property laws may limit our rights and ability to detect unauthorized uses or take appropriate, timely and effective steps to remedy unauthorized conduct, to protect or enforce our rights. Such limitations may allow competitors to design around our intellectual property rights, to independently develop non-infringing competing technologies and services, similar to, or duplicative of ours, thereby potentially eroding our competitive position, enabling competitors greater opportunity to capture market share, and consequently negatively impacting our revenues and operating results. The expiration of certain of our patents may also lead to increased competition. As such, our patents, copyrights, trademarks and other intellectual property may not adequately protect our rights, provide us significant competitive advantage or prevent third parties from infringing or misappropriating our proprietary rights.

The growing need for global data, along with increased competition and technological advances, puts increasing pressure on us to share our intellectual property for client applications with others, which could result in infringement. Competitors may gain access to our intellectual property and proprietary information. Third parties that license our intellectual property and proprietary rights may take actions or create incidents that may diminish the value of our rights, harm our business, reduce revenue, increase expenses and harm our reputation.

To prevent or respond to unauthorized uses of our intellectual property, we may be required to enforce our intellectual property rights to protect our confidential and proprietary information by engaging in costly and time-consuming litigation or other proceedings that may be distracting to management, could result in the impairment or loss of portions of our intellectual property rights and we may not ultimately prevail.

Third parties may claim that we are infringing on their intellectual property and we could suffer significant litigation or licensing expenses, or be prevented from selling products or services, which may adversely impact our operating profits. We cannot be certain that we do not and will not infringe the intellectual property rights of others in operating our business. In the ordinary course of business, third parties may claim, with or without merit, that one or more of our products or services infringe their intellectual property rights and may subject us to legal proceedings. In some jurisdictions, plaintiffs can also seek injunctive relief that may limit the operation of our business or prevent the marketing and selling of our services that infringe on the plaintiff’s intellectual property rights.

Certain agreements with suppliers or clients contain provisions where we indemnify, subject to certain limitations, the counterparty for damages suffered as a result of claims related to intellectual property infringement and the use of our data. Infringement claims covered by such indemnity provisions could be expensive to litigate and may result in significant settlement payments. In certain businesses, we rely on third-party intellectual property licenses and depending upon the outcome of any intellectual property dispute, we cannot ensure that these licenses will be available to us in the future on favorable terms or at all.

Any such claims of intellectual property infringement, even those without merit, could:  be expensive and time-consuming to defend;  result in our being required to pay possibly significant damages;  cause us to cease providing our services that incorporate the challenged intellectual property;  require us to redesign or rebrand our services;  divert management’s attention and resources; and/ or  require us to enter into potentially costly royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property, although royalty or licensing agreements may not be available to us on acceptable terms or at all.

Any of the above could have a negative impact on our operating results and could harm our financial condition and prospects.

We analyze and take action in response to such claims on a case by case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our business and technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations.

If we do not resolve these claims in advance of a trial, there is no guarantee that we will be successful in court. A claim of intellectual property infringement could compel us to enter into a license agreement with restrictive terms and/or significant fees, which may or may not be available under acceptable terms or at all, and an adverse judgment could subject us to significant damages or to an injunction against development and sale of certain of our products or services. We may be required to implement costly redesigns to the affected services, or pay damages to satisfy contractual obligations to others.

Exchange rate fluctuations may negatively impact our business, results of operations and financial position. We operate globally, deriving approximately 41% of revenues for the year ended 31 December 2017 in currencies other than U.S. dollars, with approximately 10% of revenues deriving in Euros. Our U.S. operations earn revenues and incur expenses primarily in U.S. dollars, while our European operations earn revenues and incur expenses primarily in Euros. Outside the United States and the Euro Zone, we generate revenues and expenses predominantly in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates, we are subject to currency translation exposure on the revenues and profits of these operations, as well as on the value of balance sheet items (including cash) not denominated in U.S. dollars. In addition, we are subject to currency transaction exposure in those instances where transactions are not conducted in the relevant local currency. In certain instances, we may not be able to freely convert foreign currencies into U.S. dollars due to governmental limitations placed on such conversions.

Of our $656 million in cash and cash equivalents as of 31 December 2017, approximately $520 million was held in jurisdictions outside 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.

Our international operations are exposed to risks which could impede growth in the future. We continue to explore opportunities in major international markets around the world, including China, Russia, India and Brazil. International operations expose us to various additional risks, which could adversely affect our business, including:  costs of customizing services for clients outside of the United States;  reduced protection for intellectual property rights in some countries;  the burdens of complying with a wide variety of foreign laws;  difficulties in managing international operations;  longer sales and payment cycles;  exposure to foreign currency exchange rate fluctuation;

 exposure to local economic conditions;  limitations on the repatriation of funds from foreign operations;  exposure to local political conditions, including adverse tax and other government policies and positions, civil unrest and seizure of assets by a foreign government; and  the risks of an outbreak of war, the escalation of hostilities and acts of terrorism in the jurisdictions in which we operate.

In countries where there has not been a historical practice of using consumer packaged goods retail information or audience measurement information in the buying and selling of advertising time, it may be difficult for us to maintain subscribers.

Additionally, we are subject to complex U.S., European and other regional and local laws and regulations that are applicable to our operations abroad, including trade sanctions laws, anti-corruptions laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, anti-bribery laws, anti-money laundering laws, and other financial crimes laws. Although we have implemented internal controls, policies and procedures and employee training and compliance programs to deter prohibited practices, such measures may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations. Given our operations in the United Kingdom and Continental Europe, we face uncertainty surrounding the implementation and effects of the U.K.’s June 2016 referendum in which voters approved the United Kingdom’s exit from the European Union, commonly referred to as “Brexit.” It is possible that Brexit will cause increased regulatory and legal complexities and create uncertainty surrounding our business, including our relationships with existing and future clients, suppliers and employees, which could have an adverse effect on our business, financial results and operations.

Criticism of our audience measurement service by various industry groups and market segments could adversely affect our business. Due to the high-profile nature of our services in the media, internet and entertainment information industries, we could become the target of criticism by various industry groups and market segments. We strive to be fair, transparent and impartial in the production of audience measurement services, and the quality of our U.S. ratings services is voluntarily subject to review and accreditation by the Media Rating Council, a voluntary trade organization whose members include many of our key client constituencies. However, criticism of our business by special interests, and by clients with competing and often conflicting demands on our measurement service, could result in government regulation. While we believe that government regulation is unnecessary, no assurance can be given that legislation will not be enacted in the future that would subject our business to regulation, which could adversely affect our business.

A loss of one of our largest clients could adversely impact our results of operations. Our top ten clients collectively accounted for approximately 22% of our total revenues for the year ended 31 December 2017. We cannot assure you that any of our largest clients will continue to use our services to the same extent, or at all, in the future. A loss or decrease in business of one or more of our largest clients, if not replaced by a new client or an increase in business from existing clients, would adversely affect our prospects, business, financial condition and results of operations.

We rely on third parties to provide certain data and services in connection with the provision of our current services. We rely on third parties to provide certain data and services for use in connection with the provision of our current services and our reliance on third-party data providers is growing. For example, our Buy segment enters into agreements with third parties (primarily retailers of fast-moving consumer goods) to obtain the raw data on retail product sales it processes and edits and from which it creates products and services. These suppliers of data may increase restrictions on our use of such data, fail to adhere to our quality control standards or otherwise satisfactorily perform services, increase the price they charge us for this data or refuse altogether to license the data to us (in some cases because of exclusive agreements they may have entered into with our competitors). Supplier consolidation could put pressure on our cost structure. In addition, we may need to enter into agreements with third parties to assist with the marketing, technical and financial aspects of expanding our services for other types of media. In the event we are unable to use such third party data and services or if we are unable to enter into agreements with third parties, when necessary, our business and/or our potential growth could be adversely affected. In the event that such data and services are unavailable for our use or the cost of acquiring such data and services increases, our business could be adversely affected.

We rely on third parties for the performance of a significant portion of our worldwide information technology and operations functions. A failure to provide these functions in a satisfactory manner could have an adverse effect on our business. We are dependent upon third parties for the performance of a significant portion of our information technology and operations functions worldwide. The success of our business depends in part on maintaining our relationships with these third parties and their continuing ability to perform these functions in a timely and satisfactory manner. If we experience a loss or disruption in the provision of any of these functions, or they are not performed in a satisfactory manner, we may have difficulty in finding alternate providers on terms favorable to us, or at all, and our business could be adversely affected.

Long-term disruptions in the mail, telecommunication infrastructure and/or air service could adversely affect our business. Our business is dependent on the use of the mail, telecommunication infrastructure and air service. Long-term disruptions in one or more of these services, which could be caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, civil unrest and/or acts of terrorism, could adversely affect our business, results of operations and financial condition.

Hardware and software failures, delays in the operations of our data gathering procedures, our computer and communications systems or the failure to implement system enhancements may harm our business. Our success depends on the efficient and uninterrupted operation of our computer and communications systems and our data gathering procedures. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client orders and day-to-day management of our business and could result in the corruption or loss of data. While many of our services have appropriate disaster recovery plans in place, we currently do not have full backup facilities everywhere in the world to provide redundant network capacity in the event of a system failure. Despite any precautions we may take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our various computer facilities, or delays in our data gathering operations due to weather or other acts of nature, could result in interruptions in the flow of data to our servers and to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider. Such a transfer could result in significant delays in our ability to deliver our services to our clients and could be costly to implement. Additionally, significant delays in the planned delivery of system enhancements and improvements, or inadequate performance of the systems once they are completed, could damage our reputation and harm our business. Finally, long-term disruptions in infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, civil unrest and/or acts of terrorism (particularly involving cities in which we have offices) could adversely affect our services. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.

The presence of our Global Technology and Information Center in Florida heightens our exposure to hurricanes and tropical storms, which could disrupt our business. The technological data processing functions for certain of our U.S. operations are concentrated at our Global Technology and Information Center (“GTIC”) at a single location in Florida. Our geographic concentration in Florida heightens our exposure to a hurricane, tropical storm or other severe weather events specific to this region. These weather events could cause severe damage to our property and technology and could cause major disruptions to our operations, including our ability to produce and deliver ratings information and Answers on Demand data. Although our GTIC was built in anticipation of severe weather events and we have insurance coverage, if we were to experience a catastrophic loss, we may exceed our policy limits and/or we may have difficulty obtaining similar insurance coverage in the future. As such, a hurricane or tropical storm could have an adverse effect on our business.

Changes in tax laws and the continuing ability to apply the provisions of various international tax treaties may adversely affect our financial results and increase our tax expense.

We operate in over 100 countries, and changes in tax laws, international tax treaties, regulations, related interpretations and tax accounting standards in the United States, the United Kingdom and other countries in which we operate may adversely affect our financial results, particularly our income tax expense, liabilities and cash flow. As a result of the Tax Cuts and Jobs Act (the “TCJ Act”), effective January 1, 2018, our federal corporate income tax rate will be reduced from 35 percent to 21 percent. We are currently evaluating the potential future impacts of the Act, which also includes a number of provisions that may partially offset the benefit of such rate reduction such as limiting on the deduction for business interest expense, limiting the deduction for certain net operating losses to 80% of the current year taxable income, modifying or repealing many business deductions and credits, as well as other new taxes on certain types of foreign income. The effect of the international provisions of the TCJ Act, which generally establishes a territorial-style system for taxing foreign-source income of U.S. associates of multinational corporations, is uncertain. Quantifying all of the future impacts of the TCJ Act is not practicable at this time due to, among other things, the inherent complexities involved and the lack of federal or state guidance in respect of many of these provisions.

In addition, changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting (BEPS) action plans issued by the Organisation for Economic Co-operation and Development (OECD) in 2015 as well as interpretations as to the application of EU rules on tax avoidance, state aid and tax rulings. The OECD, which represents a coalition of member countries, has recommended changes to numerous long-standing tax principles. These changes, if adopted by countries, could increase tax uncertainty and may adversely affect our provision for income taxes. Finally, governments are resorting to more aggressive tax audit tactics and are increasingly considering changes to tax law regimes or policies as a means to cover budgetary shortfalls resulting from the current economic environment. We are subject to direct and indirect taxes in numerous jurisdictions and the amount of tax we pay is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. We have taken and will continue to take tax positions based on our interpretation of tax laws, but tax accounting often involves complex matters and judgment. Although we believe that we have complied with all applicable tax laws, we have been and expect to continue to be subject to ongoing tax audits in various jurisdictions and tax authorities have disagreed, and may in the future disagree, with some of our interpretations of applicable tax law. We regularly assess the likely outcomes of these audits to determine the appropriateness of our tax provisions. However, our judgments may not be sustained on completion of these audits, and the amounts ultimately paid could be different from the amounts previously recorded, which could have a material adverse effect on our results of operations and financial condition.

We face increasing competition, which could adversely affect our business, financial condition, results of operations and cash flow. We are faced with a number of competitors in the markets in which we operate. Some of our competitors in each market may have substantially greater financial, marketing, technological and other resources than we do and may in the future engage in aggressive pricing action to compete with us or develop products and services that are superior to or that achieve greater market acceptance than our products and services. Although we believe we are currently able to compete effectively in each of the various markets in which we participate, we may not be able to do so in the future or be capable of maintaining or further increasing our current market share. Our failure to compete successfully in our various markets could adversely affect our business, financial condition, results of operations and cash flow.

We may be subject to antitrust litigation or government investigation in the future, which may result in an award of money damages or force us to change the way we do business. In the past, certain of our business practices have been investigated by government antitrust or competition agencies, and we have on several occasions been sued by private parties for alleged violations of the antitrust and competition laws of various jurisdictions. Following some of these actions, we have changed certain of our business practices to reduce the likelihood of future litigation. Although each of these material prior legal actions have been resolved, there is a risk based upon the leading position of certain of our business operations that we could, in the future, be the target of investigations by government entities or actions by private parties challenging the legality of our business practices. Also, in markets where the retail trade is concentrated, regulatory authorities may perceive certain of our retail services as potential vehicles for collusive behavior by retailers or manufacturers. There can be no assurance that any such investigation or challenge will not result in an award of money damages, penalties or some form of order that might require a change in the way that we do business, any of which could adversely affect our revenue stream and/or profitability.

Our ability to successfully manage ongoing organizational changes could impact our business results. In connection with our “Path to 2020,” we continue to execute a number of significant business and organizational changes, including workforce optimization projects and acquisitions and disposals to improve productivity and create efficiencies to support our growth strategies. We expect these types of changes, which may include many staffing adjustments as well as employee departures, to continue for the foreseeable future. Successfully managing these changes, including the identification, engagement and development and retention of key employees to provide uninterrupted leadership and direction for our business, is critical to our success. This includes developing organization capabilities in specific markets, businesses and functions where there is increased demand for specific skills or experiences. Finally, our financial targets assume a consistent level of productivity improvement. If we are unable to deliver expected productivity improvements, while continuing to invest in business growth, our financial results could be adversely impacted.

If we are unable to attract, retain and engage employees, we may not be able to compete effectively and will not be able to expand our business. Our success and ability to grow are dependent, in part, on our ability to hire, retain and engage sufficient numbers of talented people, with the increasingly diverse skills needed to serve clients and expand our business, in many locations around the world. Competition for highly qualified, specialized technical and managerial, and particularly consulting personnel is intense. Recruiting, training and retention costs and benefits place significant demands on our resources. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us, including our ability to execute on productivity initiatives as well as obtain and successfully complete important client engagements and partnerships and thus maintain or increase our revenues.

We have suffered losses due to goodwill impairment charges in the past and could do so again in the future. Goodwill and indefinite-lived intangible assets are subject to annual review for impairment (or more frequently should indications of impairment arise). In addition, other intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of 31 December 2017, we had goodwill and intangible assets of $14,103 million. Any downward revisions in the fair value of our reporting units or our intangible assets could result in impairment charges for goodwill and intangible assets that could materially affect our financial performance.

We rely, in part, on acquisitions, joint ventures and other alliances to grow our business and expand our access to technology. If we are unable to complete or integrate acquisitions into our existing operations or successfully develop and maintain joint ventures and other alliances, our growth may be adversely impacted. In addition, the acquisition, integration or disposal of businesses by us may not produce the expected financial or operating results.  We have made and expect to continue to make acquisitions or enter into other strategic transactions to strengthen our business and grow our Company. Such transactions present significant challenges and risks.  The market for acquisition targets and other strategic transactions is highly competitive, especially in light of industry consolidation, which may affect our ability to complete such transactions.  If we are unsuccessful in completing such transactions at all or within the anticipated time frame or if such opportunities for expansion do not arise, our business, financial condition or results of operations could be materially adversely affected.  If such transactions are completed, the anticipated growth and other strategic objectives of such transactions may not be fully realized, and a variety of factors may adversely affect any anticipated benefits from such transactions. For instance, the process of integration may require more resources than anticipated, we may assume unintended liabilities, there may be unexpected regulatory and operating difficulties and expenditures, we may fail to retain key personnel of the acquired business, we may fail to combine our businesses with the business of the acquired company in a manner that permits cost savings to be realized and such transactions may divert management’s focus from base strategies and objectives.  Acquisitions outside of the United States increase our exposure to risks associated with foreign operations, including fluctuations in foreign exchange rates and compliance with foreign laws and regulations.  The anticipated benefits from an acquisition or other strategic transaction may take longer to realize than expected or may not be realized fully. As a result, the failure of acquisitions and other strategic transactions to perform as expected could have a material adverse effect on our business, financial condition or results of operations.

Our results of operations and financial condition could be negatively impacted by our U.S. and non-U.S. pension plans. The performance of the financial markets and interest rates impact our plan expenses, plan assets and funding obligations. Changes in market interest rates, decreases in our pension trust assets or investment losses could increase our funding obligations, which would negatively impact our operations and financial condition.

Ineffective internal controls could impact our business and operating results. Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in its implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.

Future legislation, regulatory reform or policy changes under the current U.S. administration could have a material effect on our business and results of operations. Future legislation, regulatory reform or policy changes under the current U.S. administration, such as financial services regulatory reform, U.S. oil deregulation, government-sponsored enterprise (GSE) reform and increased infrastructure spending, could impact our business. At this time, we cannot predict the scope or nature of these changes or assess what the overall effect of such potential changes could be on our results of operations or cash flows.

Inadvertent use of certain open source software could impose unanticipated limitations upon our ability to commercialize our products and services or subject our proprietary code to public disclosure if not properly managed. We use open source software in our technology, most often as small components supporting a larger product or service and it is also contained in some third-party software that we rely upon. There are many types of open source licenses, some of which are quite complex, and most have not been interpreted or adjudicated by U.S. or other courts. Although we do have an open source use policy and practice, inadvertent use of certain open source licenses could impose unanticipated limitations upon our ability to commercialize our products and services or subject our proprietary code to public disclosure if not properly managed. Remediation of such issues may involve licensing the software on less than unfavorable terms or require remedial actions including a need to re-engineer our products and services, either of which could have a material adverse effect on our business.

If our clients experience financial distress, or seek to change or delay payment terms, it could negatively affect our own financial position and results. We have a large and diverse client base and, at any given time, one or more of our clients may experience financial difficulty, file for bankruptcy protection or go out of business. Unfavorable economic and financial conditions could result in an increase in client financial difficulties that affect us. The direct impact on us could include reduced revenues and write-offs of accounts receivable and expenditures billable to clients, and if these effects were severe, the indirect impact could include impairments of intangible assets, credit facility covenant violations and reduced liquidity.

Failure to meet the financial performance guidance or other forward-looking statements we have provided to the public could result in a decline in our share price. We may provide public guidance on our expected financial results or other forward-looking information for future periods. Although we believe that this guidance provides investors and analysts with a better understanding of management's expectations for the future and is useful to our existing and potential shareholders, such guidance is comprised of forward-looking statements subject to the risks and uncertainties described in this Annual Report and in our other public filings and public statements. Our actual results may not be in line with the guidance we provide. If our financial results for a particular period do not meet our guidance or the expectations of market participants or if we reduce our guidance for future periods, the market price of our ordinary shares may decline.

Design defects, errors, failures or delays associated with our products or services, could negatively impact our business. Despite testing, software, products and services that we develop, license or distribute may contain errors or defects when first released or when major new updates or enhancements are released that cause the product or service to operate incorrectly or less effectively. Many of our products and services also rely on data and services provided by third-party providers over which we have no control and may be provided to us with defects, errors or failures. We may also experience delays while developing and introducing new products and services for various reasons, such as difficulties in licensing data inputs or adapting to particular operating environments. Defects, errors or delays in our products or services that are significant, or are perceived to be significant, could result in rejection or delay in market acceptance, damage to our reputation, loss of revenue, a lower rate of license renewals or upgrades, diversion of development resources, product liability claims or regulatory actions, or increases in service and support costs. We may also need to expend significant capital resources to eliminate or work around defects, errors, failures or delays. In each of these ways, our business, financial condition or results of operations could be materially adversely impacted.

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

Foreign Currency Exchange Rate Risk We operate globally and we predominantly generate revenues and expenses in local currencies. 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.

For the years ended 31 December 2017 and 2016, we recorded a net gain of zero and $1 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in our consolidated statements of operations. As of 31 December 2017 and 2016, the notional amounts of outstanding foreign currency derivative financial instruments were $74 million and $77 million, respectively.

The table below details the percentage of revenues and expenses by currency for the years ended 31 December 2017 and 2016:

U.S. Dollars Euro Other Currencies Year ended 31 December 2017 Revenues ...... 59% 10% 31% Operating costs ...... 56% 11% 33% Year ended 31 December 2016 Revenues ...... 61% 9% 30% Operating costs ...... 57% 10% 33%

Based on the year ended 31 December 2017, a one cent change in the U.S. dollar/Euro exchange rate would have impacted revenues by approximately $6 million annually, with an immaterial impact on operating income.

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 and through this process we consider both short- term and long-term considerations in the U.S. and global financial markets in making adjustments to our tolerable exposures to interest rate risk. At 31 December 2017, we had $4,082 million 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 $20 million ($41 million without giving effect to any of our interest rate swaps).

In August 2017, the Company entered into $250 million in aggregate notional amount of a four-year forward interest rate swap agreement with a starting date of October 10, 2017. 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 1.60%. This derivative has been designated as an interest rate cash flow hedge.

In July 2017, the Company entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of October 10, 2017. 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 1.66%. This derivative has been designated as an interest rate cash flow hedge.

In April 2017, the Company entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of July 10, 2017. 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 1.63%. This derivative has been designated as an interest rate cash flow hedge.

In March 2017, the Company entered into $250 million in aggregate notional amount of a five-year forward interest rate swap agreement with a starting date of July 10, 2017. 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 2.00%. This derivative has been designated as an interest rate cash flow hedge.

In February 2017, the Company entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of July 10, 2017. 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 1.73%. This derivative has been designated as an interest rate cash flow hedge.

In June 2016, we entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of June 9, 2016. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of our variable-rate debt at an average rate of 0.86%. This derivative instrument has been designated as an interest rate cash flow hedge.

In July 2015, we entered into a $150 million in notional amount of three-year forward interest rate swap agreement with a starting date in July 2016. This agreement fixes the LIBOR-related portion of the interest rates of a corresponding amount of our variable-rate debt at an average rate of 1.62%. This derivative instrument has been designated as an interest rate cash flow hedge.

In April 2015, we entered into a $150 million in notional amount of three-year forward interest rate swap agreement with a starting date in April 2016. This agreement fixes the LIBOR-related portion of the interest rates of a corresponding amount of our variable-rate debt at an average rate of 1.40%. This derivative instrument has been designated as an interest rate cash flow hedge.

In November 2014, we entered into a $250 million in notional amount of two-year forward interest swap agreement with a starting date in May 2016. This agreement fixes the LIBOR-related portion of the interest rate of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.78%. This derivative instrument has been designated as interest rate cash flow hedge.

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.

Performance Overview Executive Summary Nielsen at a glance: The following table represents revenue and operating profit for the years ended 31 December 2017 and 2016, respectively:

Year Ended Year Ended 31 December 31 December (in millions) 2017 2016 Buy segment revenue ...... $ 3,231 $ 3,322 Watch segment revenue ...... 3,341 2,987 Total revenue ...... $ 6.572 $ 6.309 Buy segment operating profit ...... $ 303 $ 347 Watch segment operating profit ...... 1,032 935 Corporate expenses and eliminations ...... (155) (137) Adjusted EBITDA(1) ...... 2,011 1,921 Total operating profit ...... $ 1,180 $ 1,145

(1) See Net Income to Adjusted EBITDA reconciliation below for adjusted EBITDA definition.

 Dividends returned to shareholders over 2016-2017 $908 million  Dividend Yield 3.7%  Revenues recurring in nature 70%

Our focus is to drive shareholder value through consistent growth and probability.

Operating results Revenues increased 4.2% to $6,572 million for the year ended 31 December 2017 from $6,309 million for the year ended 31 December 2016, or an increase of 3.8% on a constant currency basis.

Buy Segment Revenues Revenues decreased 2.7% to $3,231 million for the year ended 31 December 2017 from $3,322 million for the year ended 31 December 2016, or 3.3% on a constant currency basis.

Revenues from emerging markets increased 9.5% to $1,164 million, or an increase of 8.8% on a constant currency basis. Excluding the impact of foreign currency exchange rates, revenue growth was driven by our global footprint, coverage expansion and broad product offerings which continue to position us well with both local and multinational clients. For the year ended 31 December 2017, these investments drove double-digit growth in Latin America, India and Eastern Europe along with high single-digit growth in South East Asia and Africa.

Revenues from developed markets decreased 4.6% to $1,999 million, or 5.2% on a constant currency basis. Excluding the impact of foreign currency exchange rates, revenues decreased as a result of softness in the U.S. partially offset by growth in our European developed markets.

Revenues from Corporate Buy decreased 58.3% to $68 million on a reported and constant currency basis. Corporate includes slow growth and non-core services that are part of portfolio pruning initiatives.

Watch Segment Revenues Revenues increased 11.9% to $3,341 million for the year ended 31 December 2017 from $2,987 million for the year ended 31 December 2016 or an increase of 11.7% on a constant currency basis. Excluding the Gracenote acquisition, revenues increased 4.7% (4.5% on a constant currency basis). Excluding the impact of changes in foreign currency exchange rates, revenue growth was primarily driven by growth in Audience Measurement of Video and Text, which increased 16.7% (16.3% on a constant currency basis). Excluding the Gracenote acquisition, Audience Measurement of Video and Text revenues increased 5.8% (5.5% on a constant currency basis), due to our ongoing investments and continued client adoption of our Total Audience Measurement initiative. Audio revenues increased 0.2% on a reported and constant currency basis. Our Marketing Effectiveness revenue grew 22.0% (21.1% on a constant currency basis), due to the continued strength in audience-based solutions, including data deliveries, that help advertisers and publishers measure the return on investment in media spend and investments in our product portfolio. Corporate/Other Watch revenues decreased by 18.0% (16.5% on a constant currency basis) due to our continued exit of non-core media analytics products. Our Core Watch revenue grew 14.2% (13.9% on a constant currency basis). Excluding the Gracenote acquisition, our Core Watch revenue grew 6.5% (6.2% on a constant currency basis).

Adjusted EBITDA for the full year 2017 increased 4.7% to $2,011 million, or 4.0% on a constant currency basis, compared to the full year 2016.

Profit for the full year 2017 decreased 8.3% to $441 million, or 14.2% on a constant currency basis, compared to the full year 2016. The decrease is primarily driven by the increase in interest expense due to higher average debt balances and higher USD LIBOR senior secured term loan interest rates. Income from continuing operations per share, on a diluted basis, was $1.21 compared to $1.31 in the full year 2016.

Financial Position As of 31 December 2017, cash balances were $656 million and gross debt was $8,501 million. Net debt (gross debt less cash and cash equivalents) was $7,845 million and our net debt leverage ratio was 3.90x at the end of the year. Capital expenditures were $489 million for the full year 2017 as compared to $433 million for the full year 2016. In addition, the Company received $42 million of proceeds from the sale of certain property, plant and equipment and other assets during each of the years ended 31 December 2017 and 2016, respectively.

Net cash provided by operating activities was $1,310 million for the year ended 31 December 2017, compared to $1,296 million for the year ended 31 December 2016. This increase was driven primarily by the Adjusted EBITDA performance discussed below and the $36 million cash contribution to the Nielsen Foundation during the year ended 31 December 2016, partially offset by higher tax payments, and higher interest payments during the year ended 31 December 2017 related to higher debt balances and higher USD LIBOR senior secured term loan interest rates.

Key Performance Indicators Nielsen considers revenue and business segment profitability as its key performance indicators.

Selected Historical Consolidated Financial Data The following table sets forth selected historical consolidated financial data as of the dates and for the periods indicated. The consolidated income statement data for the years ended 31 December 2017 and 2016 have been derived from our audited consolidated financial statements and related notes appearing elsewhere in the "Notes to the Consolidated Financial Statements" in this Annual Report.

(IN MILLIONS, EXCEPT Year Ended 31 December PER SHARE AMOUNTS) 2017 2016 Consolidated Income Statement Data: Revenues ...... $ 6,572 $ 6,309 Depreciation and amortization ...... 643 604 Operating profit ...... 1,180 1,145 Interest expense ...... 374 333 Profit from continuing operations ...... 441 480 Profit from continuing operations per ordinary shares (basic) ...... 1.21 1.32 Profit from continuing operations per ordinary shares (diluted) ...... 1.21 1.31 Cash dividends declared per ordinary shares ...... 1.33 1.21

Net Income 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, goodwill and intangible asset impairment charges, share- based compensation expense and other non-operating items from our consolidated statements of operations as well as certain other items specifically described below.

Adjusted EBITDA is not a presentation made in accordance with IFRS, 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.

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-IFRS financial information is viewed with IFRS 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, operating income, cash flows from operating activities or any other performance measures derived in accordance with IFRS 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 IFRS.

The below table presents a reconciliation from net income to Adjusted EBITDA for the years ended 31 December 2017 and 2016:

Year Ended 31 December (IN MILLIONS) 2017 2016 Equity holders of Nielsen Holdings plc $ 433 $ 475 Provision for income taxes 339 338 Interest expense, net ...... 370 329 Depreciation and amortization 643 604 EBITDA 1,785 1,746 Financial expense, net 38 3 Restructuring charges 99 87 Share-based compensation expense 44 49 Other items(a) 45 36 Adjusted EBITDA $ 2,011 $ 1,921

(a) For the year ended 31 December 2017, other items consist primarily of transaction related costs and business optimization costs. For the year ended 31 December 2016, other items consist of primarily of business optimization costs.

Consolidated Results for the year ended 31 December 2017 versus the year ended 31 December 2016 Revenues Revenues increased 4.2% to $6,572 million for the year ended 31 December 2017 from $6,309 million for the year ended 31 December 2016, or an increase of 3.8% on a constant currency basis. Revenues within our Buy segment decreased 2.7%, or 3.3% on a constant currency basis. Revenues within our Watch segment increased 11.9%, or 11.7% on a constant currency basis. Refer to the “Business Segment Results” section for further discussion of our revenue performance.

Depreciation and Amortization Depreciation and amortization expense was $643 million for the year ended 31 December 2017 as compared to $604 million for the year ended 31 December 2016. This increase was primarily due to higher depreciation and amortization expense associated with tangible and intangible assets acquired as part of the Gracenote acquisition on February 1, 2017.

Depreciation and amortization expense associated with tangible and intangibles assets acquired in business combinations increased to $219 million for the year ended 31 December 2017 from $210 million for the year ended 31 December 2016.

Operating Profit Operating income for the year ended 31 December 2017 was $1,180 million compared to operating income of $1,145 million for the year ended 31 December 2016. Operating income within our Buy segment decreased to $303 million for the year ended 31 December 2017 from $347 million for the year ended 31 December 2016. Operating income within our Watch segment increased to $1,032 million for the year ended 31 December 2017 from $935 million for the year ended 31 December 2016. Corporate operating expenses increased to $155 million for the year ended 31 December 2017 from $137 million for the year ended 31 December 2016.

Interest expense Interest expense was $374 million for the year ended 31 December 2017 compared to $333 million for the year ended 31 December 2016. This increase is primarily related to higher average debt balances including the incurrence of an additional $500 million 5.00% Senior Notes in January 2017 and higher USD LIBOR senior secured term loan interest rates.

Profit from Continuing Operations Profit from continuing operations was $444 million for the year ended 31 December 2017 compared to $480 million for the year ended 31 December 2016.

Computation of Profit per Share Basic profit per share is computed using the weighted-average number of shares outstanding during the period. Diluted profit per share is computed using the number of shares and dilutive potential shares outstanding during the period. Dilutive potential shares primarily consist of employee share options and restricted shares. The weighted-average numbers of shares outstanding were 356,714,940 and 358,830,080 and the numbers of dilutive potential shares were 1,337,493 and 3,337,049 for the years ended 31 December 2017 and 2016, respectively. For the years ended 31 December 2017 and 2016, 4,351,564 and 1,650,708 potential shares, respectively, were excluded from the calculation as the inclusion of such shares would have been anti-dilutive. Employee share options, restricted shares and similar equity instruments granted by the Company are treated as potential shares outstanding in computing diluted profit per share.

Adjusted EBITDA Adjusted EBITDA increased 4.7% to $2,011 million for the year ended 31 December 2017 from $1,921 million for the year ended 31 December 2016, or 4.0% on a constant currency basis. Our Adjusted EBITDA margin increased to 30.60% for the year ended 31 December 2017 from 30.45% for the year ended 31 December 2016. See above for the reconciliation of net income to Adjusted EBITDA.

Business Segment Results for the Year Ended 31 December 2017 Compared to the Year Ended 31 December 2016 Revenues The table below sets forth our segment revenue performance data for the year ended 31 December 2017 compared to the year ended 31 December 2016, both on an as-reported and constant currency basis.

Year Ended 31 December % Variance Year Ended Year Ended % Variance 2016 2017 vs. 2016 31 December 31 December 2017 vs. 2016 Constant Constant (IN MILLIONS) 2017 2016 Reported Currency Currency Emerging Markets ...... $ 1,164 1,063 9.5% 1,070 8.8% Developed Markets ...... 1,999 2,096 (4.6)% 2,108 (5.2)% Core Buy ...... 3,163 3,159 0.1% 3,178 (0.5)% Corporate ...... 68 163 (58.3)% 163 (58.3)% Buy Segment ...... $ 3,231 $ 3,322 (2.7)% $ 3,341 (3.3)%

Marketing Effectiveness ...... $ 350 287 22.0% 289 21.1% Audio ...... 501 500 0.2% 500 0.2% Audience Measurement (Video and Text) .. 2,308 $ 1,978 16.7% $ 1,984 16.3% Core Watch ...... 3,159 2,765 14.2% 2,773 13.9% Corporate/Other Watch ...... 182 222 (18.0)% 218 (16.5)% Watch Segment ...... 3,341 2,987 11.9% 2,991 11.7% Total Core (Buy/Watch) ...... 6,322 5,924 6.7% 5,951 6.2% Total ...... $ 6,572 $ 6,309 4.2% $ 6,332 3.8%

Buy Segment Revenues Revenues decreased 2.7% to $3,231 million for the year ended 31 December 2017 from $3,322 million for the year ended 31 December 2016, or 3.3% on a constant currency basis.

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 years ended 31 December 2017 and 2016, 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-IFRS business segment profitability. Non-IFRS 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-IFRS financial information is viewed with our IFRS financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-IFRS business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision making group 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- IFRS measures should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other performance measures derived in accordance with IFRS as measures of operating performance or cash flows as measures of liquidity. These non-IFRS measures 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 IFRS.

Operating Share-Based Non-GAAP YEAR ENDED 31 DECEMBER Income/ Restructuring Depreciation and Compensation Business Segment 2017 (IN MILLIONS) (Loss) Charges Amortization Expense Other Items(1) Income/(Loss) Buy ...... $ 303 $ 60 $ 212 $ 13 $ — $588 Watch ...... 1,032 15 426 11 — 1,484 Corporate and Eliminations ...... (155) 24 5 20 45 (61) Total Nielsen ...... $ 1,180 $ 99 $ 643 $ 44 $ 45 $ 2,011

Operating Share-Based Non-GAAP YEAR ENDED 31 DECEMBER Income/ Restructuring Depreciation and Compensation Business Segment 2016 (IN MILLIONS) (Loss) Charges Amortization Expense Other Items(1) Income/(Loss) Buy ...... $ 347 $ 44 $ 213 $ 16 $ 3 $ 623 Watch ...... 935 18 387 10 2 1,352 Corporate and Eliminations ...... (137) 25 4 23 31 (54) Total Nielsen ...... $ 1,145 $ 87 $ 604 $ 49 $ 36 $ 1,921

(1) For the year ended 31 December 2017, other items consist primarily of transaction related costs and business optimization costs. For the year ended 31 December 2016, other items consist primarily of business optimization costs.

Year Ended 31 December % Variance Year Ended Year Ended % Variance 2016 2017 vs. 2016 31 December 31 December 2017 vs. 2016 Constant Constant (IN MILLIONS) 2017 2016 Reported Currency Currency Non-IFRS Business Segment Income/(Loss) Buy ...... $ 588 $ 623 (5.6 )% $ 632 (7.0) Watch ...... 1,484 1,352 9.8 % 1,355 9.5 Corporate and Eliminations ...... (61) (54) NA (53) NA Total Nielsen ...... $ 2,011 $ 1,921 4.7 % $ 1,934 4.0

Buy Segment Profitability Operating income was $303 million for the year ended 31 December 2017 as compared to $347 million for the year ended 31 December 2016. The decrease was driven by the revenue performance discussed above and higher restructuring charges. Non-IFRS business segment income decreased 7.0% on a constant currency basis, excluding a 1.4% unfavorable impact of changes in foreign currency exchange rates.

Watch Segment Profitability Operating income was $1,032 million for the year ended 31 December 2017 as compared to $935 million for the year ended 31 December 2016. The increase was driven by the revenue performance discussed above, partially offset by higher depreciation and amortization expense. Non-IFRS business segment income increased 9.5% on a constant currency basis, excluding a 0.3% unfavorable impact of changes in foreign currency exchange rates.

Corporate Expenses and Eliminations Operating expenses were $155 million for the year ended 31 December 2017 as compared to $137 million for the year ended 31 December 2016 primarily due to an increase in transaction related costs and business optimization costs.

Liquidity and Capital Resources Cash flows from operations provided a source of funds of $1,310 million during the year ended 31 December 2017 as compared to $1,296 million for the Year Ended 31 December 2016. This increase was driven primarily by the Adjusted EBITDA performance discussed above and the $36 million cash contribution to Nielsen Foundation during the year ended 31 December 2016, partially offset by higher tax payments, and higher interest payments during the year ended 31 December 2017 related to higher debt balances and higher USD LIBOR senior secured term loan interest rates.

We provide for additional liquidity through several sources including maintaining an adequate cash balance, access to global funding sources and a committed revolving credit facility. The following table provides a summary of the major sources of liquidity as of and for the year ended 31 December 2017 and 2016:

(IN MILLIONS) 2017 2016 Net cash from operating activities ...... $ 1,310 $ 1,296

Cash and short-term marketable securities ...... $ 656 $ 754

Revolving credit facility ...... $ 575 $ 575

Of the $656 million in cash and cash equivalents, approximately $520 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.

The below table illustrates our weighted average interest rate and cash paid for interest over the last two years.

2017 2016 Weighted average interest rate ...... 4.32% 4.04% Cash paid for interest, net of amounts capitalized (in millions) ...... $352$319

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.

Long-term borrowings The following table provides a summary of our outstanding long-term borrowings as of 31 December 2017:

Weighted Interest Carrying (IN MILLIONS) Rate Amount $2,080 million Senior secured term loan (LIBOR based variable rate of 3.43%) due 2019 ...... $ 1,395 $2,250 million Senior secured term loan (LIBOR based variable rate of 3.43%) due 2023...... 2,236 €380 million Senior secured term loan (Euro LIBOR based variable rate of 2.10%) due 2021...... 451 Total senior secured credit facilities (with weighted average interest rate) ...... 3.39% $ 4,082

$800 million 4.50% senior debenture loan due 2020 ...... 805 $625 million 5.50% senior debenture loan due 2021 ...... 628 $2,300 million 5.00% senior debenture loan due 2022 ...... 2,312 $500 million 5.00% senior debenture loan due 2025 ...... 506 Total debenture loans (with weighted average interest rate) ...... 5.22% $ 4,251 Other loans ...... 1 Total long-term debt ...... 4.32% $ 8,334 Financing leases and other financing obligations ...... 167 Total debt and other financing arrangements ...... $ 8,501 Less: Current portion of long-term debt, financing leases and other financing obligations and other short-term borrowings ...... (144) Non-current portion of long-term debt and financing leases and other financing obligations ...... $ 8,357

Term Loan Facilities In October 2016, we entered into a second amendment to our Fourth Amended and Restated Credit Agreement, and as subsequently amended, the (“Existing Credit Agreement”). The Existing Credit Agreement provides for term loan facilities as shown in the table above.

In April 2017, we entered into a third amendment to our Fourth Amended and Restated Credit Agreement (as amended prior to April 2017, the “Existing Credit Agreement,” and as amended in April 2017 by the third amendment, the “Amended Credit Agreement”), providing for a new class of Class B-4 Term Loans in an aggregate principal amount of $2.25 billion, the proceeds of which were used to replace or refinance the entire outstanding principal of existing Class B-3 Term Loans and a portion of existing Class A Term Loans.

The Class B-4 Term Loans will mature in full on October 4, 2023, and are required to be repaid in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Class B-4 Term Loans, with the balance payable on October 4, 2023. The Class B-4 Term Loans bear interest equal to, at our election (i) a base rate or LIBOR rate, plus (ii) an applicable margin, which is equal to 2.00% (in the case of LIBOR loans) or 1.00% (in the case of base rate loans).

The Amended Credit Agreement contains the same affirmative and negative covenants as those of the Existing Credit Agreement.

Obligations under the Amended Credit Agreement are guaranteed by TNC B.V., substantially all of the wholly-owned U.S. subsidiaries of TNC B.V. and certain of the non-U.S. wholly-owned subsidiaries of TNC B.V., and are secured by substantially all of the existing and future property and assets of the U.S. subsidiaries of TNC B.V. and by a pledge of substantially all of the capital shares of the guarantors, the capital shares of substantially all of the U.S. subsidiaries of TNC B.V., and up to 65% of the capital shares of certain of the non-U.S. subsidiaries of TNC B.V. Under a separate security agreement, substantially all of the assets of TNC B.V. are pledged as collateral for amounts outstanding under the Amended Credit Agreement.

Covenants The Amended Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most of our subsidiaries) to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital shares, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with associates, enter into agreements limiting subsidiary distributions and alter the business they conduct. These entities are restricted, subject to certain exceptions, in their ability to transfer their net assets to us. Such restricted net assets amounted to approximately $4.3 billion at 31 December 2017. In addition, these entities are subject to a total leverage covenant. 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. Neither we nor TNC B.V. is currently bound by any financial or negative covenants contained in the Amended Credit Agreement. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default. Certain significant financial covenants are described further below.

Failure to comply with this financial covenant would result in an event of default under our Amended Credit Agreement unless waived by certain of our term lenders and our revolving 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 31 December 2017, we were in full compliance with the financial covenant described above.

Pursuant to our Amended Credit Agreement, we are subject to making mandatory prepayments on the term loans within our Amended Credit Agreement to the extent in any full calendar year we generate Excess Cash Flow (“ECF”), as defined in the Amended Credit Agreement. The percentage of ECF that must be applied as a repayment is a function of several factors, including our ratio of total net debt to Covenant EBITDA, as well other adjustments, including any voluntary term loan repayments made in the course of the calendar year. To the extent any mandatory repayment is required pursuant to this ECF clause; such payment must generally occur on or around the time of the delivery of the annual consolidated financial statements to the lenders. At 31 December 2017, our ratio of total net debt to Covenant EBITDA was less than 5.00 to 1.00 and therefore no mandatory repayment was required. Our next ECF measurement date will occur upon completion of the 2017 results, and although we do not expect to be required to issue any mandatory repayments in 2018 or beyond, it is uncertain at this time if any such payments will be required in future periods.

Revolving Credit Facility The Amended Credit Agreement also contains a senior secured revolving credit facility 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 existing revolving credit facility has commitments of $575 million with a final maturity of April 2019.

The senior secured revolving credit facility is provided under the Amended Credit Agreement and so contains covenants and restrictions as noted under the “Term loan facilities” section above. Obligations under the revolving credit facility are guaranteed by the same entities that guarantee obligations under the Amended Credit Agreement and Senior Secured Loan Agreement.

As of 31 December 2017, we had zero borrowings outstanding and outstanding letters of credit of $13 million. As of 31 December 2016, we had zero borrowings outstanding and outstanding letters of credit of $6 million. As of 31 December 2017, we had $562 million available for borrowing under the revolving credit facility.

Debenture Loans The indentures governing certain of our debenture loans limit the majority of our subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital shares, make certain investments, enter into certain types of transactions with associates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, we are required to make an offer to redeem all of the Senior Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes are jointly and severally guaranteed by Nielsen Holdings plc, substantially all of the wholly owned U.S. subsidiaries of Nielsen Holdings plc, and certain of the non-U.S. wholly-owned subsidiaries of Nielsen Holdings plc.

In January 2017, we issued $500 million aggregate principal amount of 5.0% Senior Notes due 2025 at par, with cash proceeds of approximately $495 million, net of fees and expenses.

Dividends and Share Repurchase Program We remain committed to driving shareholder value as evidenced in 2013 with the adoption of a quarterly cash dividend policy by our board of directors, under which we have paid $474 million and $434 million in cash dividends during the years ended 31 December 2017 and 2016, 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 ordinary shares during 2016 and 2017.

Declaration Date Record Date Payment Date Dividend Per Share 18 February 2016 3 March 2016 17 March 2016 $ 0.28 19 April 2016 2 June 2016 16 June 2016 $ 0.31 21 July 2016 25 August 2016 8 September 2016 $ 0.31 20 October 2016 22 November 2016 6 December 2016 $ 0.31 16 February 2017 2 March 2017 16 March 2017 $ 0.31 24 April 2017 2 June 2017 16 June 2017 $ 0.34 20 July 2017 24 August 2017 7 September 2017 $ 0.34 19 October 2017 21 November 2017 5 December 2017 $ 0.34

On 22 February 2018, our Board declared a cash dividend of $0.34 per share on our ordinary shares. The dividend was paid on 21 March 2018 to shareholders of record at the close of business on 7 March 2018.

Our Board approved a share repurchase program of the Company's ordinary shares of EUR 0.07 each in our ordinary shares, as included in the below table, for up to a maximum consideration of $2 billion of our outstanding ordinary shares. The primary purpose of the program is to return value to shareholders and to mitigate dilution associated with our equity compensation plans.

Share Repurchase Authorization Board Approval ($ in millions) 25 July 2013 ...... $ 500 23 October 2014 ...... 1,000 11 December 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 31 December 2017, there have been 37,206,365 shares of our ordinary shares purchased at an average price of $45.74 per share (total consideration of approximately $1,702 million) under this program.

The following table provides a summary of share repurchase program activity on a monthly basis through 31 December 2017.

Total Number of Shares Purchased as Dollar Value of Part of Publicly Shares that may Total Number of Announced yet be Purchased Shares Average Price Plans or under the Plans Period Purchased Paid per Share Programs or Programs As of 31 December 2016 ...... 33,837,526 $ 46.16 33,837,526 $ 437,970,016 2017 Activity 1-31 January ...... — — — $ 437,970,016 1-28 February ...... 564,623 $ 45.30 564,623 $ 412,392,848 1-31 March ...... 365,228 $ 45.15 365,228 $ 395,903,537 1-30 April ...... — — — $ 395,903,537 1-31 May ...... 1,020,212 $ 40.65 1,020,212 $ 354,426,944 1-30 JuneF ...... — — — $ 354,426,944 1-31 July ...... — — — $ 354,426,944 1-31 August ...... 698,062 $ 41.77 698,062 $ 325,268,111 1-30 September ...... 102,461 $ 39.25 102,461 $ 321,246,116 1-31 October ...... — — — $ 321,246,116 1-30 November ...... 221,845 $ 36.26 326,679 $ 313,201,667 1-31 December ...... 396,408 $ 38.05 396,408 $ 298,118,746 Total ...... 37,206,365 $ 45.74 37,206,365

Cash Flows 2017 versus 2016 Operating activities. Net cash provided by operating activities was $1,310 million for the year ended 31 December 2017, compared to $1,296 million for the year ended 31 December 2016. This increase was driven primarily by the Adjusted EBITDA performance discussed above and the $36 million cash contribution to the Nielsen Foundation during the year ended 31 December 2016, partially offset by higher tax payments, and higher interest payments during the year ended 31 December 2017 related to higher debt balances and higher USD LIBOR senior secured term loan interest rates. Our key collections performance measure, days billing outstanding (DBO), stayed consistent for the year ended 31 December 2017, as compared to a 3 day increase for the year ended 31 December 2016.

Investing activities. Net cash used in investing activities was $1,236 million for the year ended 31 December 2017, compared to $642 million for the year ended 31 December 2016. The increase was primarily driven by increased acquisition payments and capital expenditures during the year ended 31 December 2017, as compared to 2016.

Financing activities. Net cash used in financing activities was $215 million for the year ended 31 December 2017, compared to $248 million for the year ended 31 December 2016. The decrease in cash used in financing activities is primarily due to lower share repurchasing, as described in the “Dividends and Share Repurchase Program” section above, partially offset by decreased net proceeds from the issuance and repayment of debt during the year ended 31 December 2017, higher dividend payments, as described in the “Dividends and Share Repurchase Program” section above, and an increase in financial lease financing during the year ended 31 December 2017, as compared to the same period of 2016.

Capital Expenditures Investments in property, plant, equipment, software and other assets totaled $489 million and $433 million in 2017 and 2016, respectively. In addition, the Company received $42 million of proceeds from the sale of certain property, plant and equipment and other assets during each of the years ended 31 December 2017 and 2016, respectively.

Corporate Governance We are a public limited company incorporated under the laws of England and Wales. However, we are listed on the New York Share Exchange and we are required to comply with the Sarbanes-Oxley Act and the corporate governance requirements of the New York Share Exchange and the U.S. Securities and Exchange Commission. We are also subject to the U.K. corporate law requirements of the Companies Act 2006.

Employees Diversity Nielsen’s business is built on understanding the diversity of individuals and embraces diversity within its own organization. The Company values its employees’ individual and collective capabilities. It employs, trains, promotes and compensates individuals based on job-related qualifications and abilities, without regard to, for example, race, color, religion, national origin, gender, sexual orientation, age, marital status or physical or mental disability. The Company has a strong commitment to maintaining a bias-free environment where discrimination and harassment are not tolerated. Our inclusive culture helps us respond to our diverse customer base, while developing and retaining a secure supply of skilled, committed employees.

The gender balance for the directors and employees of the Company as at 31 December 2017 is set out in the table below.

Headcount % Male Female Total Male Female Total Executive directors ...... 1 - 1 100 - 100 % Non-executive directors ...... 6 2 8 75 25 100 % Total directors ...... 7 2 9 78 22 100 %

Senior managers ...... 9 3 12 75 25 100 % Directors of subsidiaries ...... 214 94 308 69 31 100 % Other employees ...... 23,751 22,105 45,856 52 48 100 % Total directors and employees .. 23,981 22,204 46,185 52 48 100 %

Disabled Employees The Company believes in providing equal opportunities for all employees. The employment of disabled persons is included in this commitment and the recruitment, training, career development and promotion of disabled persons is based on the aptitudes and abilities of the individual. In the unfortunate event that employees become disabled during their employment with Nielsen, every effort is made to continue their employment with the Group and, if necessary, appropriate training and reasonable equipment and facilities are provided to assist in the day-to-day work of such affected employees.

Employee Involvement It is the Company's policy to maintain well-developed communications and consultation programs with all employees and employee representative bodies, including via email communication or regular updates of the Company's employee website. The Company also negotiates and consults with recognized unions and works councils as appropriate. The highest concentration of union membership is in Europe and there have been no material disruptions to our operations from labor disputes during the past five years. The Company is committed to continue taking into account the needs of its employees when deciding on policies and matters that affect them as employees.

Nielsen believes the development of its employees is essential to the future strength of its business and is committed to provide training to its employees covering technical, personal and management programs. The Company will continue to improve the relevance and quality of its training programs as the business evolves.

The remuneration policy for non-directors is based on the same philosophy and principles that govern the remuneration policy for Executive Directors. Annual salary reviews take into account company and individual performance, local pay and market conditions, and salary levels for similar roles in the relevant geographies. Senior executives are eligible to participate in the Annual Incentive Program (“AIP”) and in Long Term Incentive (“LTI”) programs on similar terms as the Executive Directors. Managerial and professional employees are eligible to participate in the AIP provided for executives; opportunities vary by organizational level and an individual’s role. Some employees below executive level are eligible to participate in the Share Option and Restricted Share Units (“RSU”) components of the LTI program; opportunity levels are commensurate with organizational level.

Environment Through our global sourcing and real estate teams as well as local "green teams," we're reducing our global environmental impact in ways that also improve our operations. From reducing e-waste through the donation of our old computers to increasing the energy efficiency of our largest data centers and offices, from introducing “greener” travel options to planning “greener” corporate events, Nielsen teams are finding uncommon ways to minimize our waste streams and energy and water consumption.

Social, Community and Human Rights Social and Community Our corporate social responsibility program empowers Nielsen associates around the world to lead and participate in projects that make an uncommon impact in their communities and globally. Our areas of focus are:  Hunger and nutrition: The United Nations estimates that nearly 1 billion people are undernourished around the world. Nielsen knows more about what people eat than anyone else and we want to improve nourishment, globally;  Education: Nielsen empowers clients through information. Individuals and communities are also strengthened through knowledge. In our effort to improve global educational opportunities, we are particularly invested in "STEM" education (science, technology, engineering and math) – topics highly relevant to our business;  Technology access: More than two-thirds of the global population doesn’t yet use the Internet. Nielsen knows how information technology can improve lives socially and economically and we want to expand technology access and understanding; and  Diversity: Nielsen’s business is built on understanding the diversity of individuals. We embrace the voices and choices of diverse people and communities and to cultivate relationships with diverse suppliers worldwide. Our goal is to increase the understanding and inclusion of diverse communities everywhere we operate.

Through our core business we help clients meet consumer needs and maximize their own social impact efforts. We also give back to the community through skill-based volunteering including donating our services to innovative social impact organizations and our associates lending their time and expertise to some of the world’s leading non-profits and non-governmental organizations. Nielsen's colleagues around the world frequently take time to make a difference in their communities through team volunteering.

Human Rights The Company is committed to treating people in a way that respects their human rights everywhere we operate around the world. Throughout the Company's more than 90-year history, the Company has remained dedicated to the highest standard of human rights by operating responsibly and sustainably across the globe. Our commitment to civil liberties extends from the clients the Company proudly serves, the communities where we live and work, and the employees who serve our clients to the consumers who share their information with us and a supply chain that supports our work. We respect cultural diversity and the laws of the countries in which we operate. We expect the same from our business partners and suppliers, our employees and our clients. We recognize that the vitality of a business is closely linked to the health of the markets in which it operates, and we continue to believe that it is critical for us to care for the communities we rely on to operate our business. This belief provides the foundation for our commitment to human rights, as well as for Nielsen’s overall commitment to Citizenship & Sustainability. Further information can be found in the Company's Human Rights Guidelines and Supplier Code of Conduct.

OUR COMPANY

Our Global Responsibility & Sustainability Strategy Environmental, social and governance (ESG) issues are central to our business and to our success today and in the future. We know we cannot just deliver results for our clients; we must also operate ethically, treat our associates fairly, care for the broader environment and communities in which we operate, and minimize negative impacts through both our own operations and our supply chain.

Our Global Responsibility & Sustainability strategy encompasses all ESG issues that affect our business, operations, and internal and external stakeholders. To determine which ESG issues are of most importance to our company and our stakeholders, we conduct a non-financial materiality assessment every two years. Through this process we identified the following key ESG issues as most important, both in terms of our stakeholders’ views, and in terms of their current and potential impact on Nielsen’s economic, environmental and social value:

While it is the responsibility of all teams within Nielsen to consider relevant ESG impacts in their everyday work, we manage most ESG risks and opportunities centrally through our Global Responsibility & Sustainability team, infusing these considerations into regular engagement with our Board of Directors, internal sustainability governance councils, across functional groups and teams, and other forums. The Governance section of this Report describes in more detail how these issues are managed.

We do not consider our business strategy and ESG issues to be separate—they are thoroughly intertwined. By linking ESG opportunities to our core business strategy, we are able to uncover operational efficiencies, mitigate risk and maximize opportunities. In short, we see ESG considerations as an essential component of our long-term success.

Stakeholder Engagement Nielsen engages with its key internal and external stakeholders in both formal and informal ways. The primary types of stakeholders interested in Nielsen include clients, suppliers, consumers who share their data with us, and investors. We also engage with industry and non-profit associations; our Nielsen External Advisory Councils; the local communities in which we live and work; and regulators and public officials. We also have important internal stakeholders, of course—our own employees.

We continually identify and confirm these key stakeholder categories through our regular non-financial materiality assessments described above. In our most recent assessment, we sought a broad range of internal and external perspectives to ensure that input was appropriately balanced. To gather input, we reviewed stakeholder feedback through existing documentation, web commentary, webinars, surveys, social and traditional media content, as well as through in-depth virtual and in-person interviews and focus groups.

In addition to engaging through our non-financial materiality process, we interact with stakeholders regularly throughout the year, as described in the examples below.

Clients: Nielsen engages and participates with a number of clients and other third-party organizations through a variety of committees with the objective of gaining direct client input and insights to enhance the quality of our measurement for the industries we serve. These committees advise the relevant Nielsen business units on industry issues and concerns, provide insight on technological advances and help Nielsen improve the utility of its data as industry currency. For example, Nielsen Audio and Nielsen Scarborough both maintain Advisory Councils to garner client feedback on new initiatives.

Media Research: The Media Rating Council (MRC) plays an important role in providing third-party validation that Nielsen’s products and services meet or exceed the highest industry standards. While participation in the MRC process is voluntary, we take this relationship very seriously and we have a dedicated team that supports the MRC accreditation audit process year-round.

Suppliers: We engage with strategic suppliers through a regularly scheduled business review and scorecard process. This review process addresses supplier performance on operational metrics, financial health, diversity and sustainability. Nielsen defines the “strategic suppliers” who participate in this process as suppliers who are critical to our core business of measuring what consumers watch and buy. This group of suppliers is inclusive of our 3 high-level purchasing categories: technology, services and measuring equipment. Taken together, these suppliers typically encompass the largest percentage of our annual spend.

Consumers: We have extensive contacts with individuals and families all over the globe as we collect data to better understand consumer behavior. Our field and membership representatives and retail auditors visit panelists’ homes and local stores worldwide to collect data. We are committed to acting in the best interest of those consumers, especially in terms of protecting the privacy and security of their information.

Investors: Our Investor Relations team engages regularly with investors through individual and small group meetings, as well as through quarterly investor calls and an annual investor day. Details about this engagement with our investors can be found on our Investor Relations site, where we also provide additional information for investors about our environmental, social and governance (ESG) efforts, through resources like our ESG Highlights document and a dedicated slide in our Investor Overview.

Industry Associations: We recognize the importance of engaging with industry trade organizations, strategic business partners, industry influencers, value-added resellers, and non-governmental and community organizations. For example, we meet the National Association of Broadcasters’ Committee on Local Radio Audience Measurement to review product, research and methodology priorities and enhancements.

Nielsen External Advisory Councils: We seek out ideas and insights from external stakeholders to help us strengthen our diversity and inclusion efforts. We maintain three External Advisory Councils composed of diverse data and measurement industry experts and business and community leaders: the African-American Advisory Council (AAAC), the Asian Pacific American Advisory Council (APAAC) and the Hispanic/Latino Advisory Council (HLAC). These three councils meet with Nielsen executives to share ideas and updates around micro and macro trends that impact U.S. multicultural communities.

Communities: We regularly donate volunteer time and pro bono data to non-profit organizations around the globe in an effort to make a tangible difference in our communities.

Employees: We have employees in every major region of the globe, so we work hard to keep in close communication with them and ensure we are all aligned and working toward common goals. We conduct a global myVoice employee engagement survey every two years; the survey includes questions on engagement, compensation and work–life balance, among other topics. All Nielsen employees are encouraged to engage across functions and geographies through companywide resources, such as our Google Plus suite of online communities for collaboration and information sharing, as well as through regular global Town Hall meetings and other events.

Public Policy and Government Relations We engage with pubic and policymakers to make our data widely available as a valuable recourse for a broad range of different groups across sectors.

Nielsen does not currently use corporate funds to make direct contributions to candidates, political parties, PACs, SuperPACs, political committees, 527 groups, ballot question committees, or 501(c)(4) organizations, or to pay for independent expenditures. We maintain a federal political action committee (PAC), which allows eligible Nielsen employees to pool their resources and support candidates whose positions are consistent with Nielsen’s. Our Nielsen Code of Conduct includes a section on participating fairly and lawfully in political processes; it expressly prohibits employees from attending political events or making donations on Nielsen's behalf or using Nielsen funds.

As it relates to our tax policy, we are committed to complying with tax laws in a responsible manner and to having open, constructive and transparent relationships with tax authorities everywhere we operate around the globe. We have a publicly-available tax policy, which applies to Nielsen Holdings plc, and all U.K. entities within that group; it is composed of five key components: tax planning, relationships with governments, transparency, tax risk management, and governance.

Governance Nielsen Holdings plc board of directors (the “Board”) oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its shareholders. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to the shareholders. All directors are elected individually to the Board on an annual basis. Our Board is led by a non-executive and independent chairman. Independent directors make up 88.9% of our Board. As of December 2017, the average tenure of our Board was 5.1 years. Each director is restricted to serving on a maximum of five boards while on our Board. Director orientation and continuing training is required for all directors by our Corporate Governance Guidelines.

The Board’s Nomination and Corporate Governance Committee reviews the company’s policies, practices and positions relating to corporate citizenship and sustainability. As such, the committee oversees corporate social responsibility, environmental quality, climate change and diversity and inclusion, among other ESG areas. The Board considers the impact of these areas on Nielsen’s internal and external stakeholders, including our employees, clients, suppliers and investors. The Nomination and Corporate Governance Committee is also responsible for director nomination, Board composition, succession planning and Board and committee evaluations.

Within Nielsen, our Global Responsibility & Sustainability (GR&S) team oversees and manages our global ESG strategy and reporting, Nielsen Cares (our social responsibility and employee volunteering efforts), Nielsen Green (our environmental sustainability activities), our Data for Good program, and grant-making through the Nielsen Foundation. This team is led by the senior vice president of GR&S, who reports to our Chief Legal Officer and Chief Human Resources Officer and presents to the Board at least once per year. Among other responsibilities, the GR&S team, along with a variety of functions and teams, ensures alignment with relevant environmental mandates and other requirements such as compliance with local laws. Compliance is managed both globally and locally, depending on the team responsible for the relevant operation or local execution of our global strategy.

The Board’s Audit Committee has oversight of our Compliance & Integrity program, which covers issues relating to ethics and anti-corruption, and regularly hears reports from our Compliance & Integrity team. The Audit Committee oversees hiring, independence and performance of the external auditors, the financial reporting and disclosure process, Nielsen’s internal audit function and process and Nielsen’s internal controls, risk management and compliance process.

The Board’s Compensation Committee is responsible for overseeing executive compensation, incentive and equity-based compensation plans, compensation-related disclosure under applicable laws, director compensation and talent development and employee engagement.

Compliance and Integrity Our global Compliance & Integrity program is dedicated to ensuring ethical and compliant behavior across Nielsen—from the C-suite through to the most junior associates all over the world. Our Code of Conduct is a core element of this program.

The Code establishes clear expectations and guidelines prohibiting corruption, bribery, facilitation payments, fraud, discrimination, antitrust/anti-competitive practices, money laundering, insider trading and more and requiring associates to avoid and disclose conflicts of interest. It also sets forth expectations and guidelines for positive behaviors, including treating everyone with respect, valuing diversity, protecting human rights and speaking up to report Code violations without fear of retaliation. Underlying the expectations and guidelines of the Code are more-detailed internal policies—for example, an Anti-Corruption Compliance policy—to guide associates in their day-to-day activities. We ask our Board and all employees to certify that they understand and will abide by the Code.

We conduct periodic live and online training and risk assessments to help ensure we comply with the relevant anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA) in the United States and the U.K. Bribery Act. In addition, our Corporate Audit Staff (CAS) team provides detailed questionnaires to local business contacts from Finance, Human Resources, Operations and Sales regarding their knowledge of anti-corruption obligations and any potentially corrupt payments.

Our Integrity (formerly Ombudsman) Program encourages associates to Speak Up about any concerns of misconduct without fear of retaliation. Our Speak Up tools include a telephone and web helpline and email addresses to contact the Compliance & Integrity Leaders. This is our primary grievance mechanism available to all Nielsen employees around the world. It is managed by the Compliance & Integrity team. Through Speak Up, our Compliance & Integrity Leaders intake reports of misconduct (directly or through the Integrity Helpline) and ensure that the concerns are reviewed and investigated in an impartial and timely fashion. When a Code of Conduct violation is substantiated, an assessment is made as to whether discipline is required and, if so, what level of discipline. Discipline can vary from warnings to termination. Details about how to call the helpline or file a claim online are available in our Code of Conduct and on the intranet and materials posted in offices, including direct contact information for Integrity Leaders by country.

Risk Management Our ERM Process Our Enterprise Risk Management (ERM) framework helps us to identify, evaluate, manage and develop mitigation plans for financial and non-financial risks. The goal of our ERM program is to ensure that leaders are well-informed on Nielsen’s risk landscape so they can make educated, strategic decisions that lead to sustainable growth. Through this program, regional business owners are required to report back on their assessment of business risks in 21 specific categories, and corporate business leaders are required to report on risks in seven categories.

Our ERM process raises awareness across all functions regarding emerging and evolving risks, providing leaders with a more robust understanding of our current and potential risks in order to put plans in place to mitigate those risks. To help ensure an effective risk culture throughout the company and foster continuous improvement, the ERM process is supplemented with weekly newsletters, onboarding trainings, workshops and social media posts relating to risk management.

Risk Management Outside the ERM Process We have a comprehensive, global audit structure that seeks to uncover risks throughout the company so they can be addressed. Our Corporate Audit Staff (CAS) performs Sarbanes-Oxley testing, risk-based audits and other process improvement work. CAS also independently reviews the accuracy of financial information, assesses financial processes and evaluates the effectiveness of financial controls for Nielsen’s global business units. The results of CAS’s reviews are reported quarterly to the Chief Financial Officer and the Board’s Audit Committee.

Data Privacy, Security & Integrity Nielsen is committed to responsible stewardship of the data we handle and protecting the privacy of our panelists, associates, and the public. We have an internal organization that administers our privacy program, and we have adopted policies and procedures across our global organization. We follow the principle of Privacy by Design to embed privacy protections into our products and services. We take care to protect the identity of our panelists and survey respondents.

Where we perform measurement of the general public or support interest-based advertising, we do so using anonymized or pseudonymized data. We provide individuals the ability to opt out of Nielsen measurement, and control interest-based advertising generated via the Nielsen Marketing Cloud. We prohibit our customers from identifying individuals with the data we provide them, or from using our data to make decisions relating to employment, housing, credit, or insurance. We employ technical, organizational, and physical security measures to protect the data in our care, and comply with all applicable laws relating to the collection, use and disclosure of personal data.

Intellectual Property Our patents, trademarks, trade secrets, copyrights and all of our other intellectual property are important assets that afford protection to our business. Our success depends to a degree upon our ability to protect and preserve certain proprietary aspects of our technology and our brand. To ensure that objective, we control access to our proprietary technology. Our employees and consultants enter into confidentiality, non-disclosure and invention assignment agreements with us. We protect our rights to proprietary technology and confidential information in our business arrangements with third parties through confidentiality and other intellectual property and business agreements.

We hold a number of third-party patent and intellectual property license agreements that afford us rights to third-party patents, technology and other intellectual property. Such license agreements most often do not preclude either party from licensing our patents and technology to others. Such licenses may involve one-time payments or ongoing royalty obligations, and we cannot ensure that future license agreements can or will be obtained or renewed on acceptable terms, or at all.

Supply Chain Nielsen’s global supply chain consists of purchases in three high-level categories: technology, services and measuring equipment. The management of Nielsen’s spend is the responsibility of two organizations: 1) the Sourcing organization, responsible for negotiating and contracting with either new suppliers or new statements of work and 2) the Vendor Management organization, responsible for management of the supplier’s post-contract performance, including its performance against specified ESG criteria. The company monitors the risks of human and labor rights violations, environmental practices and governance activities associated with the suppliers who are core to our business across the globe. In recognition of the importance of ESG issues in our supply chain, we expanded our team in 2015 to include two new Supplier Diversity & Sustainability Manager and Analyst positions to address these unique opportunities.

Nielsen is committed to incorporating sustainability into our business process throughout the life cycle of a Nielsen supplier. During the supplier selection phase, sustainability and diversity are two of the criteria that are considered during the RFP (request for proposal) process, along with our requirements for performance, quality, service and cost. The evaluation of a prospective supplier’s ESG performance will occur at both the company level and the products and services level, with a view towards decreasing the negative environmental and social impacts of our supply chain and increasing the positive environmental and social impacts. In January 2015, Nielsen adopted the Nielsen Supplier Code of Conduct, which was made public on Nielsen.com. As a result, all Nielsen suppliers are required to adhere to that Code as a condition of doing business with Nielsen. Nielsen continues to update contracts as they are renewed to include our Supplier Code of Conduct or reference to the supplier’s own code of conduct if it is consistent with our expectations.

Once a contract is signed, Vendor Management manages Nielsen’s strategic suppliers through a regularly scheduled business review and scorecard process. This review process addresses supplier performance on operational metrics, financial health, diversity and sustainability. Nielsen defines the “strategic suppliers” who participate in this process as suppliers who are critical to our core business of measuring what consumers watch and buy. This group of suppliers is inclusive of our 3 high-level purchasing categories: technology, services and measuring equipment. Taken together, these suppliers typically encompass the largest percentage of our annual spend.

Human Rights Nielsen expects that our suppliers will support and respect the free exercise of human rights, including through compliance with applicable human rights and labor laws and the provision of safe and healthy working environments. We have published a Commitment to Human Rights that outlines our approach to human rights in our own operations and in our supply chain. Our Supplier Code of Conduct explicitly forbids forced labor, child labor, human trafficking and discrimination, and requires suppliers to respect the right of freedom of association. Furthermore, our UK Modern Slavery Act statement describes our efforts to mitigate the risk of modern slavery and forced labor in our supply chain.

Impact Sourcing In 2016, Nielsen became a founding member of the Global Impact Sourcing Coalition (GISC), a collaborative initiative of global buyers and providers of business services, as well as other stakeholders. Impact sourcing refers to the practice of intentionally directing sourcing to suppliers who provide training, employment and career opportunities to “impact workers.” This is defined as people who were previously long-term unemployed, are first-time workers, or are living under the national poverty line. Impact sourcing has the power to fundamentally alter the trajectory of workers’ lives and the lives of their families. It is a business-driven mechanism with a domino effect that contributes to the improved social and economic well-being of communities and nations.

Impact sourcing is a primary initiative for aligning our supply chain with the SDGs. Through impact sourcing, we are addressing multiple SDGs, including SDG 1, End poverty in all its forms everywhere; and SDG 8, Promote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all.

Conflict Minerals Within the electronics manufacturing segments of our supply chain, Nielsen is exposed to risks relating to the extraction and use of conflict minerals. These minerals—tin, tantalum, tungsten and gold (3TG), which are common in electronics manufacture—may be used to finance militia operations or as a means to utilize forced labor, particularly in Africa.

To mitigate this risk, Nielsen is a member of the Responsible Minerals Initiative, the primary multi-stakeholder collaboration addressing ethical raw mineral sourcing. We also conduct due diligence and publicly report on the smelters in our supply chain in our Conflict Minerals disclosure, per the Dodd-Frank Act of 2010. Compliance with our conflict minerals due diligence is included in our contract language and in our Supplier Code of Conduct.

The products requiring 3TG data collection and disclosure in our supply chain are the people meters and encoders designed by Nielsen Audio and manufactured by contract manufacturers. A Nielsen management team with representatives from Engineering, Global Procurement, Legal and Finance ensures compliance with our conflict mineral reporting requirements. We utilize a specialized, third-party provider to collect information from our direct suppliers with respect to the origin of the 3TG contained in the components and materials supplied to us. We also include sources of 3TG that are supplied to them from lower-tier suppliers.

Our third-party provider uses the conflict minerals reporting template developed by the Responsible Minerals Initiative to determine the usage of 3TG by suppliers. If template responses are insufficient or absent, Nielsen evaluates each case individually based on the likelihood of 3TG being present, the specific component and the availability of the component from other sources. Possible responses could include but are not limited to: suspension of purchasing the component from the given supplier; working with the supplier to obtain the 3TG data necessary for a determination of its sourcing; or designing out this particular component from our products going forward.

Diversity & Inclusion Diversity and inclusion (D&I) are incredibly important to Nielsen—so important that the topic is not only one of our key material issues but merits its own D&I report. We also maintain a D&I page on our website and regularly publish diversity-focused news stories. This section of our Global Responsibility Report summarizes three aspects of our D&I efforts: diversity and inclusion in our workforce, in our supply chain and in providing useful market insights for our clients.

Overall, we have a five-pronged D&I strategy that focuses on leadership accountability, career development, retention, supplier diversity and education. Our efforts are overseen by a Chief Diversity Officer (CDO) and underpinned by an Anti-Discrimination Policy that precludes discrimination on the basis of religion, race, gender, age, disability and sexual orientation.

Our Workforce At Nielsen, diversity and inclusion are integral parts of the organization’s DNA. By diversity, we mean far more than the diversity you can see; we value diversity of thought, experiences, skills and backgrounds. It’s our ability to create a culture of inclusion—whereby we value, encourage and promote the various thoughts, opinions and insights of our diverse workforce that enable us to grow and continuously provide clients with innovative solutions.

We are committed to fostering an environment where the differences in ethnicity, gender, gender identity or gender expression, age, national origin, disability, sexual orientation, education and religions of our employees are appreciated and embraced. Our emphasis on respecting and valuing the differences in perspectives and backgrounds ensures that inclusivity is reflected throughout the culture of our company and how we do business.

We understand that diversity and inclusion is a global business imperative. With a focus on measuring what all consumers watch, listen to and buy, clients depend on Nielsen to provide not only quality data but valuable insights into consumer behaviors. To do this, we utilize a structured approach focused on leadership accountability, leveraging a Nielsen diversity council, partnering with experts from varied professions to form an external diversity council, setting measurements around supplier diversity goals and empowering internal volunteer employee resource groups. This holistic approach to diversity and inclusion allows Nielsen to use internal and external tools to benchmark, challenge and accelerate our efforts to build and maintain an inclusive culture.

For and on behalf of the Board

/s/ DWIGHT M. BARNS Dwight M. Barns

Chief Executive Officer/Director 23 March 2018

DIRECTORS’ REPORT

The directors present their annual report together with the audited financial statements of the Group and the Company for the year ended 31 December 2017.

The Company Nielsen is incorporated in England as a public limited company and its registered office is located at A C Nielsen House London Road Oxfordshire, OX3 9RX, United Kingdom.

Directors The following list represents the directors of Nielsen Holdings plc during the year ended 31, December 2017:  James A. Attwood Jr. (Chairman)  Dwight M. Barns (Chief Executive Officer)  Karen M. Hoguet (non-executive director)  Harish Manwani (non-executive director)  Robert Pozen (non-executive director)  Javier G. Teruel (non-executive director)  Lauren Zalaznick (non-executive director)  David Rawlinson (non-executive director)  Guerrino De Luca (non-executive director) (Appointed 11 September 2017)  David L Calhoun (non-executive director) (Resigned 23 May 2017)  Vivek Y. Ranadivé (non-executive director) (Resigned 23 May 2017)  Kathryn V. Marinello (non-executive director) (Resigned 23 May 2017)  James Kilts (non-executive director) (Resigned 25 August 2017)

All current directors will be submitted for re-election at the Annual General Meeting. Each current director has signed an appointment letter when he/she was appointed. The Company's articles of association state that directors shall be indemnified out of the assets of the Company against claims from third parties in respect of certain liabilities and each director has entered into an indemnification agreement with the Company. The Company also purchased and maintained through the year directors' and officers' liability insurance.

Dividends On 22 February 2018, Nielsen’s board resolved to pay a cash dividend of $0.34 per ordinary share. The dividend was paid on 21 March 2018 to those members on the register of members at the close of business on 7 March 2018. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will be subject to the board’s continuing determination that the dividends policy and the declaration of dividends thereunder are in the best interest of Nielsen’s shareholders, and are in compliance with all laws and agreements to which Nielsen is subject.

Equity The Company has a single class of share which is divided into Ordinary Shares of €0.07 cent each. Each Ordinary Share carries one vote. As at the date of this report, 355.9 million of ordinary shares of €0.07 cent each had been issued which are fully paid up. Further details on share capital are set out in Note 15 to the consolidated financial statements and Note 6 to the parent Company financial statements.

The rights, including those relating to voting, obligations and any restrictions on transfer relating to the Company’s Ordinary Shares, as well as the powers of the Company’s directors, are set out in the Company’s Articles of Association.

Restrictions on share transfers There are no restrictions on the transfer of Ordinary Shares in the capital of the Company other than certain restrictions which may from time to time be imposed by law. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights.

Acquisition of Own Shares Nielsen approved a share repurchase program of the Company’s ordinary shares of EUR 0.07 each in our ordinary shares, as included in the below table, for up to a maximum consideration of $2 billion. The primary purpose of the program is to return value to shareholders and to mitigate dilution from our equity compensation plans.

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

Repurchases under these plans are made in accordance with applicable U.S. 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 existing authority granted at our General Meeting of Shareholders held on 6 August 2015. As of 31 December 2017, there have been 37,206,365 shares of our ordinary shares purchased (with an aggregate nominal value of EUR 2,604,446 and representing 10.5% of shares in issue). The total consideration paid for such repurchases under this program is approximately $1,702 million with an average price of $45.74 paid per share. The company repurchased 3,368,839 shares of our ordinary shares (with an aggregate nominal value of EUR 235,819 and representing 0.9% of shares in issue at an average price of $41.51 per share (total consideration of $140 million during 2017 (2016: $418 million). Please refer to the Strategic Report for more details on the share repurchase activity on a monthly basis through 31 December 2017.

Financial Risk Management For details on the financial risks the Nielsen Group is exposed to and the Group's financial risk management objectives and policies, please refer to Note 11 “Financial Risk Management” of the "Notes to the Consolidated Financial Statements" in this Annual Report.

Substantial shareholdings The Company has been notified of the following significant interest in its Ordinary Shares as at 31 December 2017:

Shares Date Reported % Outstanding Capital Research Global Investors ...... 41,156,419 31 December 2017 11.54% Vanguard Group, Inc. (The) ...... 35,807,465 31 December 2017 10.04% GIC Asset Management Pte., LTD ...... 16,797,690 31 December 2017 4.71% Blackrock Fund Advisors ...... 16,076,180 31 December 2017 4.51% State Street Global Advisors (SSgA) ...... 13,643,125 31 December 2017 3.83% Tesuli Partners, LLC ...... 12,244,401 31 December 2017 3.43%

Employees For information on the Nielsen Group's policies on diversity, employment of disabled person and employee involvement in the Company and its business, please refer to the Strategic Report.

Auditor The consolidated financial statements of the Group and the Company’s financial statements included in this Annual Report have been audited by Ernst & Young LLP, an independent registered public accounting firm. In accordance with section 489 of the Companies Act 2006, a resolution is to be proposed at the Annual General Meeting for the reappointment of Ernst & Young LLP as auditor of the Company. For details of audit and non-audit fees paid to Ernst & Young LLP please refer to Note 21 (Additional Financial Information) of the "Notes to the Consolidated Financial Statements" in this Annual Report.

Political Donations No political donations were made by the Company during the current or prior year.

Greenhouse Gas Emissions Nielsen, formerly a Dutch company, has a presence in more than 100 countries with over 600 locations globally. As a Dutch company Nielsen was not required to report on its greenhouse gas (GHG) emissions, and, given the Company’s global footprint, it is not possible to gather accurate and complete information for historical periods. As part of the Company’s re-domiciliation to the United Kingdom in August 2015, and as noted in previous public reporting, Nielsen established a plan to put in place a formal program of monitoring and reporting of Nielsen’s greenhouse gas emissions in North America and Latin America for the 2016 reporting period, Europe for 2017, and the Middle East, Africa and Asia Pacific for 2018. The objective of this plan, and the Company’s expectation, is to enable reporting on the Company’s GHG emissions from all business sectors and geographies beginning with its 2018 annual report and beyond, in accordance with the Greenhouse Gas Protocol. The phased nature of the plan will allow the Company to understand and manage the need for accurate, complete and consistent data to be available and accessible covering over 600 locations in more than 100 countries. The Company’s GHG reporting in this 2017 report reflects its progress in implementing this plan. Nielsen has adopted the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition) to report on the Company’s GHG emissions.

Given Nielsen’s wide-ranging global footprint, it also recognizes the current and potential future impacts of climate change on its operations, particularly as it relates to key operations centers and its most heavily populated offices. To that end, Nielsen has undertaken its first climate risk assessment in early 2018, to better understand the physical and transition-related risks of climate change. The primary objective of this assessment is to ensure that current and future strategic and operational planning appropriately takes climate change-related risks into account. More information about the assessment findings and action plans will be shared later in 2018 and beyond.

The data contained in the table below represents Nielsen's emissions from energy and fuel used in the Company’s buildings within North America, Latin America, and Europe. While we are reporting Scope 2 (indirect) emissions for all three regions, Scope 1 (direct) emissions represent only North America and Latin America. Upon review of our European portfolio, challenges related to translations, and access to inventory in landlord-owned facilities, prevented the compilation of reportable direct emission data. This data shows actual consumption of resources in Nielsen offices starting January 1, 2017 until, at minimum, November 30, 2017, with estimates used where needed to bridge the remaining days of the year. While Nielsen’s GHG reporting year runs from January to December, the timing for this report restricts our ability to include confirmed December 2017 data. As a result, Nielsen’s GHG reporting period reflected in this report is different than the financial reporting period. Nielsen is working with all data providers and teams to make 12 months of data available in future years.

North America, Latin America, and Europe GHG emissions for the period January 1, 2017 to December 31, 2017: Given the expansion in our data coverage starting in 2017 to include the month of December, we have also provided a breakdown of the total scope from January 1 to November 30 (to compare to 2016) and December 1 to December 31. Note that through November, the data provided is “actuals”; again, given the timing of this disclosure, the December data is, by necessity, a combination of actuals and estimates.

North America and Latin America (scope 1 and 2) and Europe (scope 2) GHG emissions for the period January 1, 2017 to December 31, 2017 Total Jan 1- Nov 30 Dec 1-Dec 31 (metric tons CO2e) (actual) (actual + estimate) Scope 1 emissions ...... 436 357 78 Scope 2 emissions (Location-based) ...... 21,548 19,839 1,709 Scope 2 emissions (Market-based) ...... 22,402 20,617 1,785 Scope 1 + Scope 2 emissions (Location-based) ...... 21,983 20,196 1,787 Total Scope 2 (location-based) intensity ratio: emissions reported above normalized to metric tons CO2-e per FTE 0.76

Please see Appendix for data breakdowns at the Regional Level. Also find in Appendix the 2016 GHG emissions reported as part of our UK Annual report, covering January 1 - November 30 data, and Nielsen’s final emissions representing the full calendar year, released in April 2017. Notes: 1. The data gathered are converted to CO2e emissions using carbon factors from the following sources in order of preference: 1) Factors provided by the Environmental Protection Agency is used for eGrid (North America electricity); 2) Factors provided by International Energy Agency as recommended for use by the Greenhouse Gas Protocol for global electricity factors for electricity; and 3) Factors provided by Intergovernmental Panel on Climate Change for stationary combustion. 2. The Scope 1 and Scope 2 data contained in this table has been independently verified by Bureau Veritas North America (BVNA). 3. Scope 1 emissions: The GHG Protocol definition of Scope 1 includes all direct greenhouse gas (GHG) emissions; direct GHG emissions come from sources owned or controlled by the reporting entity. For Nielsen, this includes generator fuel (diesel and gasoline) and natural gas. Stationary combustion factors for the U.S. come from the EPA and can be accessed through the GHG Protocol Emission Factors from Cross-Sector Tools also; Canada natural gas factors come from the Climate Registry. All other stationary combustion factors are provided by the IPCC (reference the IPCC 2006 Guidelines for National Greenhouse Gas Inventories). Scope 1 emissions for Latin America totalled 6 Metric Tons of CO2e. Scope 1 emissions for North America totalled 429 Metric Tons of CO2e. As stated above, we do not have Scope 1 emissions for Europe due to data process and accessibility challenges. 4. Scope 2 emissions: The GHG Protocol definition of Scope 2 includes all indirect greenhouse gas (GHG) emissions from consumption of purchased electricity, heat or steam; indirect GHG emissions are a consequence of the activities of the reporting entity, but occur at sources owned or controlled by another entity. For Nielsen, this includes purchased electricity for location-based data. The United States uses e-Grid factors provided by the EPA, determined by zip codes. All Latin American countries use IEA factors (reference: 2015 edition of the IEA factors for CO2 emissions from fuel combustion). Scope 2 emissions also includes purchased electricity for market-based data. We have used the Scope 2 Quality Criteria from the GHG Protocol for our market-based data; regionally, the United States and Canada use factors provided by Green- E, and European Residual Mix factors provided by AIB. All Latin American countries use IEA factors (reference: 2015 edition of the IEA factors for CO2 emissions from fuel combustion). Emissions are calculated and normalized to CO2 equivalent (CO2e) using Global Warming Potentials (Intergovernmental Panel on Climate Change (IPCC), Fourth Assessment Report (AR4), 2007).  Location-based Scope 2 emissions for Latin America totalled 1,836 Metric Tons of CO2e.  Market-based Scope 2 emissions for Latin America totalled 1,836 Metric Tons of CO2e.  Location-based Scope 2 emissions for North America totalled 19,411 Metric Tons of CO2e.  Market-based Scope 2 emissions for North America totalled 20,203 Metric Tons of CO2e.  Location-based Scope 2 emissions for Europe totalled 301 Metric Tons of CO2e.  Market-based Scope 2 emissions for Europe totalled 364 Metric Tons of CO2e. 5. FTE figures used relate solely to North America, Latin America, and Europe. The Scope 1 intensity ratio was 0.02 for emissions reported above normalized to metric tons CO2-e per FTE for North America and Latin America. No direct emission data is available for Europe. The Scope 2 intensity ratio for location-based was 0.76 (emissions reported above normalized to metric tons CO2-e per FTE for North America, Latin America, and Europe). The Scope 2 intensity ratio for market-based was 0.795 (emissions reported above normalized to metric tons CO2-e per FTE for North America, Latin America, and Europe). 6. Nielsen has also provided our 2016 scope numbers in the Appendix. Note that the first table shows the data reported in our UK Report (representing emissions from January 1, 2016-November 30, 2016); and the second table shows Nielsen’s final emissions for the calendar year (representing emissions from January 1, 2016 to December 31, 2016).

Going forward, Nielsen plans to share additional, public environmental sustainability data through the Company’s Nielsen Global Responsibility Report, aligned with the Global Reporting Initiative (GRI) Standards. The Company’s second Report will be published in summer 2018.

APPENDIX – ADDITIONAL GHG EMISSIONS DATA BREAKDOWNS

2017 Regional GHG Data

Total Jan 1- Nov 30 Dec 1-Dec 31 Region (metric tons CO2e) (actual) (actual + estimate) NA + LatAm- Scope 1 ...... 436 357 78 NA + LatAm- Scope 2 (Location-based) ...... 21,246 19,560 1,686 NA + LatAm- Scope 2 (Market-based) ...... 22,038 20,284 1,754 NA + LatAm- Scope 1 + Scope 2 (Location-based) ...... 21,682 19,917 1,765 NA + LatAm- Scope 1 + Scope 2/ FTE (Location-based) ...... 1.19

Europe- Scope 1 Not included in this report: Please see "Greenhouse Gas Emissions" in the main section of the report Europe- Scope 2 (Location-based) ...... 301 276 26 Europe- Scope 2 (Market-based) ...... 364 333 31 Europe- Scope 2/ FTE (Location-based) ...... 0.03

North America- Scope 1 ...... 429 351 78 North America- Scope 2 (Location-based) ...... 19,411 17,811 1,600 North America- Scope 2 (Market-based) ...... 20,203 18,535 1,667 North America- Scope 1 + Scope 2/FTE (Location-based) ...... 1.79

Latin America- Scope 1 ...... 6 6 0 Latin America- Scope 2 (Location-based) ...... 1,836 1,749 86 Latin America- Scope 2 (Market-based) ...... 1,836 1,749 86 Latin America- Scope 1 + Scope 2/FTE (Location-based) ...... 0.26

2016 GHG data reported in the 2016 Annual Report - North America & Latin America (Jan 1-Nov 30)

North America + Latin America Metric Tons CO2e Scope 1 ...... 844.00 Scope 2 (Location-based) ...... 26,079.00 Scope 2 (Market-based) ...... 27,431.00 Scope 1 + 2 (Location-based) ...... 26,924.00 Scope 1 + Scope 2/ FTE (Location-based) ...... 1.54

2016 finalised GHG data - North America & Latin America (Jan 1-Dec 31)

North America + Latin America Metric Tons CO2e Scope 1 ...... 1,150 Scope 2 (Location-based) ...... 31,102 Scope 2 (Market-based) ...... 32,467 Scope 1 + 2 (Location-based) ...... 32,251 Scope 1 + Scope 2/ FTE (Location-based) ...... 1.85

Disclosure of Relevant Audit Information to the Auditor Each of the persons who is a director as at the date of this Directors' Report confirms that:  so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

 the director has taken all the necessary steps in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Going Concern The Directors have undertaken a going concern assessment in accordance with the latest guidance published by the Financial Reporting Council. As a result of this assessment, and after making enquires, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they have adopted the going concern basis in preparing the financial statements.

Significant Events Since Year End

On 22 February 2018, the Board declared a cash dividend of $0.34 per share on our ordinary shares. The dividend was paid on 21 March 2018 to shareholders on the register of members at the close of business on 7 March 2018.

Future Developments Please refer to the Strategic Report for details of the industry trends, factors affecting our business and the Group's business model and strategy.

For and on behalf of the Board

/s/ DWIGHT M. BARNS Dwight M. Barns

Chief Executive Officer/Director

23 March 2018

STATEMENT OF DIRECTORS RESPONSIBILITIES The directors are responsible for preparing the consolidated and parent company financial statements in accordance with applicable United Kingdom law and regulations.

Company law requires the directors to prepare consolidated and parent company financial statements for each financial year.

Under that law, the directors have elected to prepare consolidated and parent financial statements in accordance International Financial Reporting Standards (“IFRS”) as adopted by the EU. The consolidated Company’s financial statements have been prepared on a historical cost basis, except for available-for-sale securities, derivative financial instruments and certain assets and liabilities subject to fair value hedges, which are shown at fair value.

Under Company law the directors must not approve the consolidated or parent company financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the consolidated and parent company and of the profit or loss of the consolidated and parent company for that period.

In preparing the consolidated and parent company financial statements, the directors are required to:  for the consolidated Company financial statements, present fairly the financial position, financial performance and cash flows of the consolidated Company;  select suitable accounting policies and then apply them consistently;  present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;  make judgments and accounting estimates that are reasonable and prudent;  for the consolidated Company financial statements, provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the consolidated Company's financial position and financial performance;  state whether the consolidated Company financial statements have been prepared in accordance with IFRS subject to any arterial departures disclosed and explained in the financial statements;  for the parent company financial statements, state whether applicable IFRS standards have been followed, subject to any material departures disclosed and explained in the parent company financial statements; and  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the consolidated and parent company's transactions and disclose with reasonable accuracy at any time the financial position of the consolidated and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the consolidated and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for preparing the Directors’ Report in accordance with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the

Company's website. Legislation in the U.K. governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ Remuneration Report

This report sets out the relevant disclosures in relation to directors’ remuneration for the year ended December 31, 2017. The report has been prepared in accordance with the requirements of the U.K. Large and Medium sized Companies and Groups (Accounts & Reports) (Amendment) Regulations 2013 (the “Regulations”) which apply to the Company. The relevant sections of the report have been audited by Ernst & Young LLP.

For avoidance of doubt please note that in the U.S. the term “compensation” is used instead of “remuneration”.

The Annual Report on Directors’ Compensation is divided into the following sections: • The Statement from the Compensation Committee (“Committee”) Chairperson; and • The Annual Report on Directors’ Compensation which sets out Director compensation for 2017. The Annual Report on Directors’ Compensation together with the statement from the Committee Chairperson is subject to an advisory vote at the Annual Meeting.

STATEMENT FROM THE COMPENSATION COMMITTEE CHAIRPERSON Compensation Philosophy Executive Directors Nielsen’s executive compensation program which applies to our Executive Director, Mitch Barns as Chief Executive Officer (“CEO”), is designed to incent and reward the executive team to deliver sustained financial performance and long-term value to shareholders. The primary objectives of Nielsen’s executive compensation program are to: • attract and retain top executive talent; • motivate executives to accomplish short-term business performance goals that drive long-term business objectives and deliver sustainable value to shareholders; • align executive interests and rewards with long-term shareholder value; and • differentiate rewards based on quantitative assessments of business financial performance and individual contributions towards core objectives.

Non-Executive Directors Our compensation program for Non-Executive Directors is designed to attract and retain Directors who possess the requisite knowledge, skills, and experience to support and oversee the Company. Our policy is to deliver a substantial portion of Directors’ compensation in the form of Deferred Shares Units (“DSUs”) in order to align rewards to Nielsen’s long-term performance and create shareholder value. A DSU represents an unfunded and unsecured right to receive one Nielsen share following the termination of the Director’s services. Each Director is required to acquire and maintain a threshold level of share ownership. Our share ownership guidelines for Directors are described in more detail on page A-9 of this report.

2017 Compensation Program Changes and Highlights Executive Director Program Our Directors’ Compensation Policy applies to our Executive Director, as CEO.

In 2017, our shareholders continued to show confidence in Nielsen’s executive compensation program with approximately 98% of the votes cast at our shareholder meeting affirming our executive compensation program on an advisory basis. In addition, 98% approved our Directors’ Compensation Policy on a binding basis when it was last approved in 2016. In 2017, we continued a robust outreach program to our shareholders to discuss topics including Company performance, our executive compensation program, and how we disclose information in our proxy statement. Each meeting, which was led by the Chairperson of the Board, resulted in valuable feedback that we used to strengthen the disclosure of our compensation programs. We continue to strive to keep our programs simple and focused on meaningful performance metrics.

The Compensation Committee took actions consistent with the Company’s philosophy and commitment to align with shareholder value, promote meritocracy and ensure good corporate governance. Notable highlights and/or changes made by the Committee are set out in the following table.

Annual Incentive Plan In 2017, the Compensation Committee, aligned with future strategic priorities, made the decision to add revenue growth as a performance metric for the 2018 annual incentive plan. In 2018, 75% of the total fund payout will be based on Adjusted EBITDA performance against target and 25% will be based on revenue performance against target. The Committee also determined to remove the provision allowing for discretion to reduce the bonus fund by up to 30% if free cash flow falls short of objectives. However, free cash flow remains a key financial performance metric in the long term performance plan (as shown under “How Pay Decisions Are Made – Long-term Incentives (LTI) – Long-Term Performance Plan.”). These changes took effect on January 1, 2018.

Performance Restricted Shares Given future strategic priorities of the Company, in 2017 the Committee made the decision to add Unit Awards (“PRSUs”) in the 3-year revenue compounded annual growth rate (“CAGR”) as a performance metric for 2018 Long-Term Performance Plan PRSU awards. For the 2018 PRSU awards, 50% of the payout will be based on free cash flow (“LTPP”) performance against target, 25% will be based on relative total shareholder return and 25% on 3- year revenue CAGR. Following a review of compensation strategy in July, the Committee decided to increase the proportion of LTI value subject to performance vesting criteria from 50% to 60%, effective from the grant of Performance-based Restricted Shares Units (“PRSUs”) in February, 2018 and to denominate the remaining proportion in Restricted Shares Units (“RSUs”), which were effective from the grant of time-based equity in November, 2017. Since 2013 our practice had been to split the time-based equity evenly between shares options and RSUs. The Committee made this change to align with market practice in the digital marketplace in which we compete for top talent and in recognition of our belief that RSUs incent executives to improve performance via share price appreciation as well as provide a powerful retention effect.

Severance Policy In July 2017, the Compensation Committee approved a U.S. severance plan applicable to all Section 16 officers and other senior executives which applies to the Company’s CEO, CFO and other named executive officers. In relation to the CEO, this change was approved subject to shareholder approval and will not take effect until shareholder approval has been obtained. The terms of this plan, described in further detail under “Potential Payments Upon Termination or Change-in-Control”, supersede the terms of prior severance arrangements provided through our 2006 Shares Acquisition and Option Plan for Key Employees for Mr. Barns, or through the terms stated in offer letters for Messrs. Jackson and Dale and Ms. Phillips. Mr. Hasker’s termination was voluntary and so was not affected by this change. This change was undertaken in order to formalize a policy to replace legacy individual agreements or offer letters and also to incent retention in a competitive marketplace. The new severance plan increases the payout to Mr. Barns as our CEO from one year base salary to two times the sum of the annual base salary and the average of the prior three annual bonus payouts.

PRSU peer group The PRSU Peer Group is used to benchmark our relative Total Shareholder Return performance for PRSU awards. Based on its annual review, the Compensation Committee made significant changes to the peer group for 2017. Seven media and consumer product companies were removed from the peer group as it was determined that their business characteristics and economic drivers were not similar to the Company’s. The companies were Coca-Cola Company, Colgate-Palmolive Company, The Procter & Gamble Company, Time Warner Inc., Twenty-First Century Fox, Inc., Unilever N.V., and Viacom, Inc. Three companies were added to the peer group - Gartner, Publicis Groupe, and Verisk Analytics Inc. These companies operate in similar businesses to, or serve similar clients to, the Company and are influenced by similar macroeconomic factors. The full peer group is disclosed in our 2017 Proxy Statement under “How Pay Decisions are Made – Long-Term Performance Plan (“LTPP”).

We believe that the individual components and levels of compensation paid to Nielsen’s Executive Director are consistent with our philosophy and are serving their purposes well – motivate accomplishment of annual performance goals that drive long-term business objectives and deliver sustainable long-term value to our shareholders. We will continue to monitor the design and effectiveness of our executive compensation program as it applies to our Executive Director annually and make modifications as appropriate.

Non-Executive Director Program No changes were made to Non-Executive Director compensation.

On October 19, 2017 Guerrino De Luca was added to the Board as a Non-Executive Director. On May 23, 2017 David Calhoun, Kathryn Marinello and Vivek Ranadive terminated their service from the Board as Non-Executive Directors. On August 25, 2017 James Kilts terminated service from the Board as a Non-Executive Director.

/s/ Harish Manwani Harish Manwani

Compensation Committee Chairperson

23 March 2018

ANNUAL REPORT ON DIRECTORS’ COMPENSATION The following is provided on an audited basis.

Compensation of Executive Director The following table sets forth the compensation of Mitch Barns, our CEO, who is our Executive Director, during 2016 and 2017:

Base Benefits Annual Long Term Salary and Other1 Bonus Incentives2 Pensions3 Total 2017 ...... 1,000,000 26,041 1,700,000 3,269,725 8,100 6,003,866

2016 ...... 1,000,000 24,327 1,700,000 4,548,242 7,950 7,280,519

1 Taxable benefits paid to Mr. Barns include but are not limited to financial planning, healthcare benefits and Company paid life insurance benefits. 2 The amounts disclosed in this column represent the vesting date fair market value of awards and include any dividend equivalents paid. Values for awards vested in 2017 were due to the CEO’s ongoing employment with the Company: Shares Options: 9/25/2017 ($53,698), 10/20/2017 ($0), 10/29/2017 ($0) and 10/29/2017 ($0) RSUs: 2/12/2017 ($242,823), 2/18/2017 ($248,481), 7/25/2017 ($637,114), 9/25/2017 ($102,167), 10/20/2017 ($299,085), 10/29/2017 ($248,198) and 10/29/2017 ($318,704) Performance Restricted Shares: 2/16/2017 ($1,119,456) 3 The amounts indicated for Mr. Barns represent 401(k) employer matching contributions in 2016 and 2017.

Compensation of Non-Executive Directors The following table sets forth the compensation of our Non-Executive Directors during 2016 and 2017:

Board Committee Board Chairperson Chairperson Equity Fees Fee Fees Vesting Total James Attwood 2017 ...... 80,000 150,000 142,858 372,858 2016 ...... 80,000 150,000 — 167,891 397,891 David Calhoun1 2017 ...... 31,556 73,623 105,179 2016 ...... 80,000 — — 7,584,715 7,664,715 Guerrino De Luca2 2017 ...... 16,044 — 16,044 Karen Hoguet ...... 2017 ...... 80,000 25,000 142,858 247,858 2016 ...... 80,000 — 25,000 152,891 257,891 James Kilts3 2017 ...... 52,088 106,537 158,625 2016 ...... 80,000 — — 165,378 245,378 Harish Manwani ...... 2017 ...... 80,000 20,000 142,858 242,858 2016 ...... 80,000 — — 163,176 243,176 Kathryn Marinello4 2017 ...... 31,556 7,888 63,763 103,207 2016 ...... 80,000 — — 152,891 232,891 Robert Pozen ...... 2017 ...... 80,000 15,000 142,858 237,858 2016 ...... 80,000 — 15,000 152,891 247,891 Vivek Ranadive5 2017 ...... 31,556 63,763 95,319 2016 ...... 80,000 — — 152,891 232,891 David Rawlinson 2017 ...... 80,000 80,000 Javier Teruel ...... 2017 ...... 80,000 142,858 222,858 2016 ...... 80,000 — 20,000 152,891 252, 891 Lauren Zalaznick 2017 ...... 80,000 142,858 222,858

2016 ...... 60,000 — 75,893 135,893

1 Mr. Calhoun terminated service on May 23, 2017. 2 Mr. De Luca received a pro-rata equity grant for the period beginning October 19, 2017 to December 31, 2017. 3 Mr. Kilts terminated service on August 25, 2017. 4 Ms. Marinello terminated service on May 23, 2017. 5 Mr. Ranadive terminated service on May 23, 2017.

Following its annual review of Non-Executive Director compensation the Board agreed that no changes were to be made to Non- Executive Director compensation.

Compensation Component (Annual) 2017 Future Board Fees1 ...... $ 80,000 $ 80,000 Board Chairperson Fee2 ...... 150,000 $ 150,000 Committee Chairperson Fee ...... Governance: $ 15,000 Governance: $ 15,000 Compensation: $ 20,000 Compensation: $ 20,000 Audit: $ 25,000 Audit: $ 25,000 3 Equity Grant ...... $ 160,000 $ 160,000

1 Directors may elect to receive Board fees in cash or in DSUs. 2 Board Chairperson Fees may be paid 50% in DSUs and 50% in cash. The Board Chairperson may elect to receive the cash portion in DSUs. 3 The annual equity grant is delivered in DSUs and vests in equal installments each quarter over 1 year.

Performance Against Performance Targets for Annual Incentive for our Executive Director A maximum annual incentive payout fund for the CEO is determined by a formula which calculates 2% of Adjusted EBITDA performance and allocates it to each executive officer in proportions ranging between 10% and 20% of the fund. This yielded a maximum potential award of $8,140,000 for the CEO. The Committee exercises negative discretion to determine final payouts using the Annual Incentive Plan Formula (described below). This approach is intended to qualify payouts under the plan as tax deductible under US tax code Section 162(m).

Annual Incentive Plan Formula The funding/initial payout formula (shown below) is based on Adjusted EBITDA growth (as defined on page B-2 of the Directors’ Compensation Policy). For 2017, a funding/initial payout of 100% would be achieved when Adjusted EBITDA performance meets a 5.5% growth target. Maximum funding and individual payouts are capped at 200% of target. Threshold performance yields a payout/initial funding of 70%. If performance falls below the threshold, no payouts are funded.

2017 Performance-Payout Formula

Growth vs Funding/ Prior Year Initial Performance Milestones (index %) Payout % Maximum ...... 158% 200 % Exceptional ...... 126% 120 % Target ...... 105% 100 % Minimum ...... 95% 70 % < Minimum ...... <95% Zero

Additionally, the Compensation Committee considers total Company financial performance and the Executive Director’s contribution to that performance, prior to determining final awards. Performance against objectives is assessed and consideration given to qualitative factors such as degree of difficulty, extraordinary market circumstances and leadership impact. As a result, the initial payout may be adjusted up or down to ensure that total performance is reflected in the final payout.

2017 Results • The Committee assessed the EBITDA performance growth index at 102% yielding a funding percentage of 92% and the initial payout was set at 92% of our Executive Director’s target bonus opportunity. • Before approving the incentive plan funding, the Compensation Committee assessed the Company’s free cash flow performance against annual plan objectives. The Compensation Committee has discretion to reduce the fund by up to 30% if free cash flow falls short of objectives. There is no discretion to increase the fund in the event that free cash flow performance exceeds objectives. • We define free cash flow as net cash provided by operating activities less capital expenditure.

• 2017 free cash flow fell short of objectives. The Compensation Committee reviewed the drivers of the free cash flow shortfall, particularly the increased capital expenditure that was approved in the context of our three year Path to 2020 strategy and delayed collections. The Compensation Committee decided that no further reduction in the bonus funding was warranted.

Performance Against Performance Targets for Long Term Incentive Vesting for our Executive Director 2017 Awards The following table shows the aggregate grant date fair value (based on the share price on the grant date) and the number of the RSUs and shares options granted in 2017 to our Executive Director under the Nielsen 2010 Shares Incentive Plan.

Performance Vested Time Vested RSUs RSUs Options % Receivable Share price Grant Grant if minimum Grant on grant Date Fair # of Date Fair # of performance Date Fair # of Exercise Vesting Total Date date2 Value RSUs Value RSUs achieved Value Options price Date1 Value

11/13/2017 ...... $ 36.17 3,749,997 103,677 3,717,434 83,613 50% 0 0 $ 0 10/18/2021 7,467,431

1 Vesting of these awards will occur in four equal annual installments beginning on October 18, 2018 and ending October 18, 2021. 2 Grant Date was November 13, 2017.

Time-Vested Restricted Shares Unit Awards The following table provides information regarding the time-vested RSUs outstanding at the beginning and end of the year ended December 31, 2017 for our Executive Director:

Unvested Unvested End of RSUs RSUs Market Price Market Price Vesting Outstanding at RSUs RSUs Outstanding at Per Share on Per Share on Award Date Period 1/1/20171 Granted Vested1 12/31/20171 Award Date Vesting Date 7/25/2013 ...... 7/25/2017 16,237 — 16,497 — $ 33.25 $ 38.62 9/25/2013 ...... 9/25/2017 2,423 — 2,484 — $ 36.56 $ 41.13 10/29/2014 ...... 10/29/2018 12,557 — 6,435 6,493 $ 41.92 $ 38.57 2/12/2015 ...... 2/12/2017 5,480 — 5,480 — $ 43.57 $ 44.31 10/29/2015 ...... 10/29/2019 24,186 — 8,263 16,674 $ 47.95 $ 38.57 2/18/2016 ...... 2/18/2020 11,027 — 5,512 5,703 $ 47.85 $ 45.08 10/20/2016 ...... 10/20/2020 27,955 — 7,162 21,683 $ 54.05 $ 41.76 11/13/2017 ...... 10/18/2021 — 103,677 — 104,609 $ 36.17 N/A

1 Amounts include additional shares acquired from dividend equivalents.

Performance-Vested Restricted Shares Unit Awards The following provides information regarding the PRSUs outstanding at the beginning and end of the year ended December 31, 2017 for our Executive Director:

Unvested Fair Market Unvested RSUs Value Per Price Per RSUs Outstanding Share on Share on Value on Award Measurement Outstanding RSUs RSUs RSUs at Grant Vesting Vesting Date Vest Date Period at 1/1/2017 Granted Vested Forfeited 12/31/2017 Date Date Date 2/20/2014 ...... February 2017 2014-2016 43,500 — 24,960 — — $ 46.40 $ 44.85 $1,119,456 2/19/2015 ...... February 2018 2015-2017 65,860 — — — 65,860 $ 45.55 N/A N/A 2/18/2016 ...... February 2019 2016-2018 73,146 — — — 73,146 $ 47.85 N/A N/A

2/16/2017 ...... February 2020 2017-2019 — 83,613 — — 83,613 $ 44.85 N/A N/A

LTPP participants are awarded a target number of PRSUs that are earned subject to the Company’s performance against two cumulative three-year performance metrics, Relative Total Shareholder Return (“Relative TSR”) and Free Cash Flow (“FCF”), with assigned ratings of 40% and 60% respectively. The Committee decided to assign more weight to the FCF metric over which executives have relatively more direct control. Our Committee has decided not to disclose the actual FCF target because it is commercially sensitive information.

The following sets forth the LTPP performance thresholds for PRSU grants made in 2014 through 2017.

30th Percentile Relative 50th Percentile Relative 75th Percentile Relative Relative TSR Weighting Performance to Peers (Threshold) to Peers (Target) to Peers (Maximum) 40 % Payout 50% 100 % 200%

Free Cash Flow Weighting Performance 85% of target 100% of target 120% of target 60 % Payout 50% 100 % 200%

Time vested Shares Option Awards The following provides information regarding the time-vested shares options outstanding at the beginning and end of the year ended December 31, 2017 for our Executive Director:

# of # of Shares Shares Underlying Underlying Granted Exercised Outstanding Unexercised Unexercised Outstanding During During at Options (#) Options (#) Exercise Expiration Award Date at 1/1/17 2017 2017 12/31/2017 Exercisable Unexercisable price Date 3/18/2010 ...... 62,500 — 62,500(1) — — — $ 18.40 3/18/2020 7/26/2012 ...... 80,000 — — 80,000 80,000 — $ 27.98 7/26/2019 9/25/2013 ...... 47,000 — — 47,000 47,000 — $ 36.56 9/25/2020 10/29/2014 ...... 141,000 — — 141,000 105,750 35,250 $ 41.92 10/29/2021 10/29/2015 ...... 177,515 — — 177,515 88,757 88,758 $ 47.95 10/29/2022 10/20/2016 ...... 191,571 — — 191,571 47,892 143,679 $ 54.05 10/20/2023

(1) The gain on exercised share options for the year ended 31 December 2017 for Nielsen’s key management personnel was $1 million

Pensions Pension Benefits for 2017 The following table presents information regarding the pension benefits for our Executive Director during the fiscal year ended December 31, 2017.

Number of Payments Years Present Value of During Last Credited Service Accumulated Benefit Fiscal Year Name Plan Name (#) ($) ($) Mitch Barns ...... Qualified Plan 4.42 47,989 — Excess Plan 4.42 35,696 —

For details on the assumptions used to determine the present value of the accumulated benefit and on our US Retirement Plans, please refer to Note 14 in the consolidated financial statements.

Participants in the Qualified Plan become fully vested in their accrued benefits after the earlier of five years of service or when the participant reaches normal retirement age (which is the later of age 65 or the fifth anniversary of the date the participant first became eligible to participate in the plan).

Reduced early retirement benefits are available to Mr. Barns under the Excess Plan once he reached age 40 and completed 5 years of service. Mr. Barns is eligible for early retirement. The early retirement benefits payable are actuarially reduced to be equivalent to the benefit payable at normal retirement age for Mr. Barns.

Non-Executive Directors do not receive pension benefits.

Effective August 31, 2006, the Company froze its United States qualified and non-qualified defined benefit retirement plans.

Payments to Past/Former Directors There were no payments to past/former Directors for the year ended December 31, 2017.

Payments for Loss of Office There were no payments for loss of office for the year ended December 31, 2017.

Statement of the Directors’ Shareholdings and Share Interests In 2011, our Board adopted share ownership guidelines, pursuant to which our Directors who receive fees for their services are required to maintain equity ownership in our Company. The share ownership guidelines for our Executive Director are six times his base salary and for our Non-Executive Directors is five times their annual fees (including Board Retainer, Board Chairperson, and Committee Chair Fees). Shares beneficially owned by these Directors, including vested DSUs and jointly-owned shares, unvested DSUs, and unvested RSUs in the case of our Executive Director, are included in the calculation. These Directors are expected to meet the guidelines within five years from the later of the adoption of the guidelines or their appointment as a Director or the commencement of the receipt of Director fees. A Director may not sell or dispose of shares for cash unless the share ownership guidelines are satisfied. The share ownership guidelines are reviewed annually generally in the first Compensation Committee meeting of the year. As of December 31, 2017, five of the Directors have met the guidelines and four of the Directors were still working toward meeting the guidelines. The following table provides details on the Directors’ shareholdings as at December 31, 2017:

% Weighted Beneficially Shareholding Vested but RSU Awards RSU Awards Average Owned Guidelines Unexercised Exercised Subject to Not Subject to Exercise Price of Director Shares Achieved options Options Performance Performance Vested Options James Attwood ...... 40,828 100% — — — — — Mitch Barns1 ...... 200,478 100% 369,399 62,500 222,619 155,162 41.24 Guerrino De Luca ...... 1,958 18% — — — — — Karen Hoguet ...... 31,085 100% 12,500 — — — 28.57 Harish Manwani ...... 10,408 74% — — — — — Robert Pozen ...... 228,326 100% 40,335 — — — 25.32 David Rawlinson ...... 3,913 36% — — — — — Javier Teruel ...... 27,436 100% 34,172 — — — 26.87 Lauren Zalaznick ...... 9,597 87% 0 — — — —

1 Beneficially owned shares includes 194,775 of shares owned at December 31, 2017 and 5,703 unvested RSUs as of March 1, 2018.

The following information is provided on an unaudited basis.

Performance Graph The chart below shows the cumulative TSR of Nielsen shares assuming an initial $100 investment over the period beginning on January 26, 2011 and ending December 31, 2017. We have compared our performance to the S&P 500 and to a market cap-weighted composite of the peer group we use to measure total shareholder return in our LTPP. We believe these two indices are key to measuring our performance in our industry.

NIELSEN HOLDINGS PLC—CUMULATIVE TOTAL SHAREHOLDER RETURN SINCE IPO

Chief Executive Officer’s Compensation in the Past Seven Years4

2011 2012 2013 2014 2015 2016 2017 CEO Single Figure1,2 ...... $ 10,871,106 $11,139,245 $18,270,945 $4,071,634 $ 4,774,121 $ 7,280,519 $6,003,866 Bonus (% of maximum awarded)3 ...... 56% 49% 53% 51% 52 % 43% 43% Performance based LTI (% of maximum vesting) ...... N/A N/A N/A N/A N/A 125% 57%

1 Includes data for former CEO David Calhoun for 2011, 2012 and 2013 and Mitch Barns for 2014, 2015, 2016 and 2017. 2 Includes the value of all shares and option awards that vested in the respective year. 3 Annual incentive maximum payout is 200% of opportunity. In 2013, 2014 and 2015, 75% was paid in cash and 25% was paid in incentive RSUs. The calculation of the Bonus (% of maximum award), used the combined value of the cash and RSU awards. 4 There was a minor error in the calculation of the figures for this table in the Director’s Compensation Report for 2015 which resulted in these figures being overstated. This has been rectified and the figures above are correctly calculated.

Percentage Change in the Chief Executive Officer’s Compensation Compared to Employees The table below shows the percentage year on year change on salary and bonus earned by the CEO between the year ended December 31, 2017 and the year ended December 31, 2016 compared to the average salary and bonus for senior participants in our global annual incentive plan. The comparator group was chosen as the makeup and calculation of their compensation for the categories in the table below most closely resemble that of our CEO.

Total Cash % change Base Salary Bonus Compensation CEO ...... 0% 0 % 0% Employee Comparator ...... -2% 9 % 1%

Relative Importance of Spend on Pay The table below shows the total pay for all employees compared to other key financial metrics and indicators:

Year Ended: December 31, December 31, ($ in millions1) 2016 2017 % Change2 Personnel Costs ...... $ 2,520 $ 2,685 6.3% Dividends paid ...... $ 434 $ 474 9.2% Share Buybacks ...... $ 418 $ 140 (66.5%) Average number of employees ...... 43,003 44,594 3.7% Revenues ...... $ 6,309 $ 6,572 3.8% EBITDA ...... $ 1,921 $ 2,011 4.0%

1 Average number of employees is not provided in millions. 2 % change is provided on a constant currency basis. We calculate constant currency by converting 2016 local currency values to 2017 period foreign currency exchange rates (only for personnel costs, revenue & EBITDA).

The numbers presented above were selected to provide a broad but reasonable context against which to compare the growth of value provided to the CEO, all employees and shareholders. The figures are reported in our 2017 UK Annual Report.

Consideration by the Directors of Matters Relating to Directors’ Compensation In 2017, the Compensation Committee consisted of the following members: • Harish Manwani (Chairperson) • Robert Pozen (added to the Compensation Committee effective May 23, 2017) • Lauren Zalaznick • Guerrino De Luca (added to Compensation Committee effective October 19, 2017) • Kathryn Marinello (terminated from the Compensation Committee on May 23, 2017) • Vivek Ranadive (terminated from the Compensation Committee on May 23, 2017)

The Committee and the Board are responsible for determining the compensation of our Directors and regularly review the philosophy and goals of the Director compensation program and assess the effectiveness of compensation practices and processes. The Compensation Committee sets performance goals and assesses performance against these goals. The Compensation Committee and the Board operate independently of management and consider the recommendations and market data provided by the Compensation Committee’s independent consultant when reviewing and making compensation decisions. The CEO does not participate in the Committee and Board discussions regarding his own compensation. The Compensation Committee and the Board make their decisions based on their assessment of both Nielsen and individual performance against goals, market data provided by the Compensation Committee’s independent compensation consultant, and on their judgment as to what is in the best interests of Nielsen and its shareholders.

The Compensation Committee is empowered to study or investigate any matter of interest or concern that the Compensation Committee deems appropriate and shall have the sole authority to retain, oversee the work of, obtain advice from and terminate any compensation consultant, independent legal counsel or other adviser. The Company shall provide appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any compensation consultant, independent legal counsel or other advisers retained by the Compensation Committee, as well as funding for the payment of ordinary administration expenses of the Compensation Committee that are necessary or appropriate in carrying out its duties.

The Compensation Committee undertakes an independence assessment prior to selecting any compensation consultant, legal counsel or other advisors that will provide advice to the Compensation Committee (other than in-house legal counsel) taking into account such factors as may be required by the New York Shares Exchange, the UK Companies Act 2006 and any other relevant legislation or regulation from time to time.

Any compensation consultant retained by the Compensation Committee to assist it in connection with setting the amount or form of Director compensation (other than any role limited to consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or Directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice) shall not provide any other services to the Company or its subsidiaries, unless such services are pre-approved by the Compensation Committee. The Compensation Committee shall evaluate, on at least an annual basis, whether any work provided by the Compensation Committee’s compensation consultant raised any conflict of interest.

The Compensation Committee retains Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant. Meridian has provided market data and perspective on Executive and Non-Executive Director compensation and related governance. Meridian and its affiliates did not provide any services to Nielsen or its affiliates in 2017 other than executive and Director compensation consulting to the Compensation Committee. Discussions between Meridian and Nielsen management are limited to those necessary to complete work on behalf of the Committee.

The Compensation Committee determined that Meridian and its lead consultant for Nielsen satisfy the independence factors described in the NYSE listing rules. The Compensation Committee also determined that the work performed by Meridian in 2017 did not raise any conflict of interest issues.

In 2017, Nielsen paid $323,110.04 to Meridian for services rendered.

Implementation of Policy in 2018 The Company’s shareholders will be asked to approve a new Directors’ Compensation Policy at the annual meeting of shareholders in 2018 (disclosed in Annex B). If approved, Directors’ pay in 2018 will be in line with this policy. • The proposed Directors’ Compensation Policy is largely unchanged from the Directors’ Compensation Policy approved by shareholders in 2016. The changes are set out in Annex B. • The base salary of the Executive Director will be reviewed every 24-36 months and Non-Executive Director fees will be reviewed annually taking into account various factors including, but not limited to, market benchmark compensation data and role changes. • The performance measures applicable to the annual incentive and the LTPP and the award opportunities will be in line with the Directors’ Compensation Policy (disclosed in Annex B).

Statement of Voting at General Meeting At the Annual General Meeting of Shareholders on May 23, 2017, the shareholder advisory vote on the Directors’ Compensation Report received the following votes:

Votes % of Total Votes Votes Cast in Favor ...... 301,207,593 98.2% Votes Cast Against ...... 5,594,145 1.8% Total Votes Cast ...... 306,801,738 100% Votes Withheld1 ...... 14,763,722 N/A

1 For purposes of calculating our overall voter approval, we have excluded votes withheld.

The Directors’ Compensation Policy was not put to a vote of shareholders at the 2017 Annual General Meeting of Shareholders.

Annex B Directors’ Compensation Policy

Our Directors’ Compensation Policy applies to our Executive Director, as CEO (as well as any individual who may become an Executive Director while this policy is in effect) and our Non-Executive Directors.

COMPENSATION POLICY FOR EXECUTIVE DIRECTORS Philosophy Foster meritocracy • Our pay-for-performance philosophy differentiates rewards based on business performance and individual contributions toward core objectives.

Pay competitively • The Compensation Committee reviews compensation annually and considers peer group and general industry benchmarks among several factors when making decisions on pay. Other factors include the mix of pay components in total direct compensation, prior year awards, changes in role or responsibilities, Company financial performance, and individual performance.

Emphasize variable, at risk pay subject to performance – the executive compensation framework • As outlined below in the Executive Compensation Framework, a significant portion of our Executive Director’s compensation is at risk; dependent on the achievement of challenging annual and long-term performance targets and/or the performance of our share price.

Target Compensation Framework Target Range Pay Component (Total Pay) Guaranteed/At Risk Base Salary ...... Up to 20% Guaranteed Target Annual Incentive ...... Up to 30% At Risk Total Cash ...... Not to exceed 50% Target LTI Performance Awards ...... 30 – 50% At Risk Target LTI Time-Vested Awards ...... 20 – 35% At Risk Total Equity ...... No less than 50%

Compensation Policy for Executive Directors

Element Purpose How Component Operates Annual Base Salary Attract and retain top talent • Reviewed in intervals of 24-36+ months • When reviewing base salary levels and determining increases, the Compensation Committee and the Board consider a variety of factors including: (1) our pay for performance philosophy, (2) market benchmark compensation data, (3) the Director’s individual performance and contributions to the success of the business in the prior year, (4) Company performance, (5) current pay mix, and (6) role changes

Annual Incentive Plan (“AIP”) Motivate Executive Directors to accomplish • Annual incentive target opportunities are established each year with reference to (1) our short-term business performance goals that pay for performance philosophy, (2) market benchmark compensation data, (3) the contribute to long-term business objectives Director’s individual performance and contributions to the success of the business in the prior year, (4) Company performance, (5) current pay mix, (6) role changes, and (7) prior year target • The Compensation Committee determines individual payout using the annual incentive plan design applicable to all managerial employees • A combination of EBITDA performance and revenue performance, weighted 75% and 25% respectively, formulaically determines incentive plan funding and the initial payout percentage for all participants. The metrics and their contribution to the plan funding operate independently of one another • 100% EBITDA performance to target = 100% contribution to the incentive pool funding and 100% initial individual payout for the EBITDA metric • 100% revenue performance to target = 100% contribution to the incentive pool and 100% initial individual payout for the revenue metric • The initial payout percentage may be adjusted up or down based on a quantitative and qualitative assessment of individual performance vs objectives

• Threshold performance will result in an initial payout/funding of 50% for the EBITDA and revenue metrics with zero funding for below threshold performance • Additionally, EBITDA performance must meet the minimum threshold for the revenue segment to fund • Annual incentive plan funding and payouts are subject to a maximum limit of 200% of target • Actual payouts and the performance metrics used to determine them will be disclosed in the Directors’ Compensation Report in the year payouts are made • The calculation of EBITDA and revenue performance for annual incentive plan purposes differs from reported Adjusted EBITDA and reported revenue because it is calculated using a standard foreign currency exchange rate established at the beginning of the year in order to eliminate the impact of currency exchange volatility on the performance assessment • Payout is intended to be delivered 100% in cash but may be delivered in a mixture of cash and restricted shares units at the Compensation Committee’s discretion • Payouts are subject to recoupment under the terms of Nielsen’s Clawback Policy

Long-Term Incentive (“LTI”) Deliver long-term sustainable performance and • LTI award values are determined each year by reference to (1) our pay for performance align Executive Director rewards with long- philosophy, (2) market benchmark compensation data, (3) the Director’s individual term returns delivered to shareholders performance and contributions to the success of the business in the prior year, (4) Company performance, (5) current pay mix, (6) role changes, and (7) prior year award

Performance Restricted Shares Units Alignment with long-term shareholder return • Subject to performance against three three-year cumulative performance metrics, free (“PRSUs”) cash flow, relative total shareholder return and revenue with assigned weighting of 50%, 25% and 25%, respectively

• Specific threshold, target and maximum performance metrics for three-year cumulative free cash flow performance will not be disclosed for competitive reasons but targets are designed to be aggressive and achievable and are fully aligned with our approved three- year strategic plan and long-term guidance issued to investors at the beginning of the performance period

Element Purpose How Component Operates • Targets and actual results used to determine payouts will be disclosed in the Director’s Compensation Report in the year that payouts are approved • Relative total shareholder return (TSR) is measured against a peer group used solely for this purpose. Companies in this peer group are selected to represent a comparable investment profile to Nielsen by virtue of their being in comparable businesses, and having a similar financial profile and shares price. • Revenue is measured based on compounded annual growth rate (CAGR) over the three year period. Revenue targets are designed to be aggressive and achievable and are fully aligned with our approved three-year strategic plan and long-term guidance issued to investors at the beginning of the period. • Represents approximately 60% of the annual LTI value • Zero payout for performance below threshold • For performance at threshold, the payout opportunity is 50% and for performance at target, 100% • Maximum payout opportunity is capped at 200% of target • For the relative TSR component, payouts capped at target if absolute total shareholder return is negative • No dividend equivalents on unearned performance RSUs • Subject to recoupment under the terms of Nielsen’s Clawback Policy

Restricted Shares Alignment with shareholder return and • Four-year time-vested Units (“RSUs”) retention • Represents approximately 40% of LTI value • Dividend-equivalents on RSU awards are accrued and delivered as additional RSUs upon vesting • Maximum payout not to exceed 100% of shares at the end of the vesting period, plus any earned dividends equivalents (if applicable, whether on vested or unvested)

Health And Welfare Plans, Promote overall well-being and avoid • Health and Welfare plans generally available to other employees, including medical Perquisites distractions caused by unforeseen insurance and savings accounts health/financial issues • De minimis financial planning and wellness allowances • Other benefits may include provision of transport • The cost of the Health and Welfare plans and perquisites provided changes in accordance with market conditions and will, therefore, determine the maximum amount that would be paid in the form of benefits during the period of this policy Pension Provide additional income in retirement and Qualified Cash Balance Pension Plan (the “Qualified Plan”) promote overall financial wellbeing • Plan frozen on August 31, 2006 • Prior to the freeze we added monthly basic and investment credits to each participants account • The basic credit equaled 3% of a participants eligible monthly compensation • At the point of freeze, all basic credits were stopped, but participants continue to receive investment credits • Participants became vested in the accrued benefits on the earlier of five years of service or when the participant reached normal retirement age (which is the later of age 65 or the fifth anniversary of the date the participant first became eligible to participate in the plan) Non-qualified Retirement Plan (the “Excess Plan”) • Plan frozen on August 31, 2006 • Available to certain management and highly compensated individuals • Prior to the freeze, the plan provided supplemental benefits to individuals whose benefits under the qualified plan are limited by the provisions of Section 415 and/or Section 401(a)(17) of the US tax code • The amount payable under the Excess Plan is equal to the difference between the benefit actually paid under the qualified plan and the amount that would have been payable had the applicable US tax code limitations not applied Other Retirement Attract and retain top talent 401(k) Savings Plan • Qualified plan available to all eligible employees, enables participants to save for retirement through tax-advantaged combination of employee contributions and a company matching contribution • The company matching contribution matches $.50 per $1.00 of employee contribution up to 6% of pay and subject to IRS annual limits. Full vesting occurs after 2 years of service

Element Purpose How Component Operates Relocation/Expat Assistance Attract top talent and provide • Expatriate and relocation benefits are regularly benchmarked against other companies. career enhancing and personal development Current benefits offered include, but are not limited to: opportunities • Shipment of goods and services • Home sale/lease termination • House hunting trips • Temporary housing • Housing allowance • Automobile disposition • Goods and services differential allowance • Car/driver allowance • Education fees and expenses for dependent children to age 19 • Home leave • Tax equalization • Tax preparation • Language and cultural training • Destination acclimation services

Performance Measure Selection The measures used under the AIP and the PRSU awards are reviewed and approved by the Compensation Committee annually. The other elements in the table above are not subject to the accomplishment of specific performance targets.

Nielsen’s culture reflects our core values of Open, Connected, Useful, and Personal. Our compensation programs reinforce the values by connecting all of our employees to core business objectives. To that end, the CEO and other executives participate in the same annual incentive plan applicable to managerial employees. Beginning in 2018, the plan will be funded based on the achievement of Company EBITDA performance and Company revenue performance. The EBITDA target for incentive plan funding purposes is the equivalent of the EBITDA target approved in our annual operating plan. The target is intended to offer a challenging yet achievable goal for participants. The revenue target is designed to be aggressive and achievable and is fully aligned with our annual operating plan and guidance issued to investors. Nielsen’s business EBITDA and revenue growth are highly correlated to the creation of shareholder value and are effective measures of the Executive Director’s contributions to short-term Company performance.

Three cumulative three-year performance metrics measure performance under the LTPP. Free Cash Flow (“FCF”), relative TSR and revenue CAGR were chosen due to their strong alignment with the long-term returns experienced by our shareholders. FCF is assigned a weighting of 50% and both TSR and revenue CAGR are assigned a weighting of 25% each. Specific FCF targets cannot be disclosed for competitive reasons. Both FCF and revenue CAGR targets are aligned with the aggressive targets approved in the three- year strategic plan and with our long-term guidance issued to investors.

Under the rules governing the design and operation of the AIP and PRSUs, the Compensation Committee has the discretion to select other performance metrics as business conditions may dictate in the future.

Remuneration Policy for Other Employees The remuneration policy for other employees is based on the same philosophy and principles that govern the remuneration policy for Executive Directors. Annual salary reviews take into account Company and individual performance, local pay and market conditions, and salary levels for similar roles in the relevant geographies. Senior executives are eligible to participate in the AIP and in LTI programs on similar terms as the Executive Directors. Managerial and professional employees are eligible to participate in the AIP provided for executives; opportunities vary by organizational level and an individual’s role. Some employees below the executive level are eligible to participate in the shares option and RSU components of the LTI program; opportunity levels are commensurate with organizational level.

Loss of Office and Service Agreements In general we do not provide employment agreements for Executive Directors. The principal terms of employment for Executive Directors are as provided to other eligible employees with the exception of certain de minimis benefits (described within) and certain payments provided in the event the Executive Director is terminated not for cause or resigns for good reason (as defined in the documents referenced below under “Potential Payments Upon Termination or Change-In-Control”). In certain circumstances the Compensation Committee may provide employment agreements for Executive Directors where it is essential for continued sound governance.

Potential Payments Upon Termination or Change-In-Control Severance terms for Executive Directors are defined in the U.S. Severance policy for Section 16 Officers and Senior Executives (the “Severance Policy”) approved by the Committee on July 20, 2017.

The following is a summary of the material terms of the Severance Policy: A) Qualifying Termination Outside of the Change in Control Protection Period: If the Executive Director subject to the Severance Policy is terminated by the Company without Cause or resigns for Good Reason (as such terms are defined in the Severance Policy) at any time other than during the 24-month period following a change in control (the “Change-in-Control Protection Period”), such individual has the right to payments equal to, with respect to the CEO, two times, or with respect to other Executive Directors, one times the sum of the Executive Director’s annual base salary and the average of the annual incentive payments paid to the Executive Director in the prior three years. B) Qualifying Termination During the Change-in-Control Protection Period: If the Executive Director subject to the Severance Policy is terminated by the Company without Cause or resigns for Good Reason during the Change in Control Protection Period, the Executive Director has the right to payments equal to two times the sum of the Executive Director’s annual base salary and the average of the annual incentive payments paid to the Executive Director in the prior three years.

Change- in-control is defined in the Severance Policy and includes the acquisition of shares of the Company representing more than 40% of the Company’s capital shares, merger, consolidation or reorganization where pre-transaction shareholders do not continue to hold at least 50% of the Company’s voting power, change in majority of the Board within a 12-month period, and liquidation, dissolution or a material asset sale. The Severance Policy provides for a 280G best-after-tax cutback, which applies to any payments or benefits that individuals subject to the Severance Policy are entitled to receive that are “excess parachute payments” under the “golden parachute” excise tax rules of the Internal Revenue Code.

Additionally, under the terms of the 2010 Nielsen Holdings Shares Incentive Plan (“2010 Plan”) if the Executive Director is terminated by the Company without “Cause” or the Executive Director resigns for Good Reason (as such terms are defined in the plan document) they will forfeit all unvested equity as of the date of termination with the following exceptions: • PRSUs: Executive Directors will receive a payout on the regularly scheduled payout date reduced pro-rata to their service through the performance period, calculated as the number of days between the beginning of the performance period and the termination date divided by 1095. • Option and RSU Awards: Pro-rata vesting of the equity tranche that would have vested, but for the termination, in the 12 months following the termination date calculated by the number of days between the most recent vesting and the termination date divided by 365.

The Committee has the discretion to adjust the above payments in the event of extraordinary circumstances including but not limited to approved retirements, death, and permanent disability.

Change-In-Control Policy Under the 2010 Plan, as amended, unvested options and RSUs do not vest automatically in the event of a change-in-control.

Clawback Policy Our clawback policy requires the Executive Director, in all appropriate cases, to repay or forfeit any bonus, short-term incentive award or amount, or long-term incentive award or amount awarded to the Executive Director, and any non-vested equity-based awards previously granted to the Executive Director if:

The amount of the incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement or the correction of a material error; The Executive Director engaged in intentional misconduct that caused or partially caused the need for the restatement or caused or partially caused the material error; and The amount of the incentive compensation that would have been awarded to the Executive Director, had the financial results been properly reported, would have been lower than the amount actually awarded.

Recruitment of Executive Directors The compensation package for a new Executive Director will be set in accordance with the terms of the Directors’ Compensation Policy as set forth above or in force at the time of appointment or hiring. In determining the appropriate remuneration structure and levels, the Compensation Committee will take into consideration all relevant factors to ensure that arrangements are in the best interests of the Company and its shareholders.

In addition, to facilitate the recruitment of an individual to an Executive Director position, the Compensation Committee can use cash and/or LTI awards to buy-out previously-granted incentive awards and no limits will apply under this policy.

For external hires and internal appointments the Company may provide certain relocation reimbursements or allowances including expatriate benefits within limits set by the Compensation Committee that fairly reimburse Executive Directors for expenses incurred and provide for a smooth transition free of unnecessary distractions.

Consideration of Conditions Elsewhere in the Company The Compensation Committee does not consult with employees specifically on its Executive Director compensation policy and framework however, when determining pay for Executive Directors, the Committee takes into account several data elements including but not limited to: • company and individual performance; • salary increase budgets provided for other employees; • annual incentive plan funding levels; • local pay and market conditions; and • market data provided by independent compensation consultant.

Consideration of Shareholder Views On a regular basis, the Compensation Committee engages with shareholders to solicit direct input regarding its Executive Director compensation programs. Input provided during these meetings and from shareholder advisory firms is used to shape our compensation programs. The majority of shareholders continue to express support for our compensation programs.

Illustration of Application of Compensation Policy for Executive Directors The estimated compensation amounts received by the Executive Directors which group currently includes only our CEO are shown in the following graph.

The amounts show payments at three levels of performance-threshold, target and maximum

For the purpose of this illustration the following components’ values are constant at each level of performance: • Salary: reflects annualized rate for 2018 • Restricted shares units: planned grant date fair value in 20181 • Benefits: Estimated based on 2017 figures and 2018 premium or reimbursement rates including 401(k) savings match, health saving account plan match, relocation benefits, health and welfare perquisite and tax planning perquisite. • Pension: reflects estimated aggregate change in the actuarial present value of accumulated benefits under the plan

The following components’ values vary by each level of performance: • Annual Incentive: reflects potential cash payouts based solely on the plan’s incentive funding formula • LTPP: reflects the fair value1 of PRSUs at grant date at target and percentage payouts of target in accordance with the plan design at threshold and maximum levels of performance. • Both of the above values will differ from the actual payments earned by Mr. Barns under the 2017 AIP and 2015 LTPP and paid to him in February, 2018. Payment details are disclosed in our 2018 Proxy Statement under “Summary Compensation Table.”

($,000)

1 Calculated in accordance with IFRS 2, Share-based Payments. For a discussion of the assumptions and methodologies used to value the awards granted in 2017 please see Note 16 “Share-Based compensation” to our audited consolidated financial statements, included in our Annual Report for the year ended December 31, 2017. In all cases the values reported assume no share price change relative to closing price of a Nielsen share on the date of grant.

Compensation Policy for Non-Executive Directors As of the effective date of this Policy, all of our Directors, with the exception of Mitch Barns, our CEO, are Non-Executive Directors.

Purpose Nielsen’s Compensation Policy for our Non-Executive Directors is designed to: • attract and retain talented individuals to help oversee the Company as members of the Board; • align with the market value of the role; and • align with long-term shareholder returns.

Practice The Compensation Committee reviews the Non-Executive Director compensation program annually taking account of market benchmarking data to establish compensation levels that are competitive and serve the stated purpose. Market adjustments may be made to Non-Executive Director compensation following these reviews. Otherwise, the Compensation Committee generally intends to make adjustments every three years unless special circumstances require otherwise. The values quoted in each category are fixed, do not vary subject to a performance condition and therefore represent the current maximum payout opportunity.

Compensation Element How Component Operates Current Fee Structure (per annum) Board Fees • Annual retainer paid on a quarterly basis $ 80,000 • Director may elect to receive fees in cash or in DSUs1

• DSUs accrue dividend equivalents in the form of additional DSUs Board Chair Fee • Annual retainer payable on a quarterly basis; 50% in DSUs $ 150,000 and 50% in cash • Director may elect to receive cash fees in DSUs1 • DSUs accrue dividend equivalents in the form of additional DSUs Committee Chair Fees • Annual retainer payable on a quarterly basis • Audit Committee: $25,000 • Director may elect to receive fees in cash or in DSUs1 • Compensation Committee: $20,000

• DSUs accrue dividend equivalents in the form of additional • Nomination and Corporate Governance DSUs Committee: $15,000 Lead Independent Director Fee • Annual retainer payable on a quarterly basis $ 30,000 • Director may elect to receive fees in cash or in DSUs1

• DSUs accrue dividend equivalents in the form of additional DSUs Annual Equity Grant • Offered to all Non-Executive Directors $ 160,000 • Executive compensation peer group plus general industry benchmark provided by Meridian are used as benchmarks

• Annual equity grant delivered in DSUs vests in four equal quarterly installments • DSUs accrue dividend equivalents in the form of additional DSUs

1 The Company can, but does not have to offer this choice to the Non-Executive Directors.

Non-Executive Directors will only receive compensation for those services outlined in this Policy. There are no contracts or agreements that provide guaranteed amounts payable for service as a Non-Executive Director of Nielsen, and there are no similar arrangements that provide for any guaranteed compensation (other than for any accrued or deferred amounts, if applicable, for services rendered as a Non-Executive Director) upon a Non-Executive Director’s termination of service from our Board of Directors. The Compensation Committee may in exceptional circumstances provide compensation that exceeds or is different from that payable to Non-Executive Directors but is aligned with the policy for Executive Directors. An example may include when an Executive Director transitions from Company employee to Non-Executive Director. In these cases, the Committee may find it appropriate to elect to continue components of the Executive Director compensation program for the former employee. When recruiting for a new external Non-Executive Director, the Committee or Board will structure pay in line with the existing policy for Non-Executive Directors set out above.

For and on behalf of the Board

/s/ DWIGHT M. BARNS Dwight M. Barns

Chief Executive Officer/Director

23 March 2018

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NIELSEN HOLDINGS PLC Opinion In our opinion:  the Nielsen Holdings plc’s Group financial statements and Parent company financial statements (the “financial statements”) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2017 and of the group’s profit for the year then ended;  the financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and in the case of the parent company financial statements, as applied in accordance with the provisions of the Companies Act;  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Nielsen Holdings plc which comprise:

Group Parent company Consolidated balance sheet as at 31 December 2017 Balance sheet as at 31 December 2017 Consolidated income statement for the year then ended Statement of changes in equity for the year then ended Consolidated statement of comprehensive income for the year Cash flow statement for the year then ended then ended Consolidated statement of changes in equity for the year then Related notes 1 to 12 to the financial statements including a ended summary of significant accounting policies Consolidated cash flow statement for the year then ended Related notes 1 to 21 to the financial statements, including a summary of significant accounting policies

The financial reporting framework that has been applied in the preparation of the group and parent company financial statements is applicable law and IFRSs as adopted by the European Union and, as regards to the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report below. We are independent of the Group and Parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:  the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

 the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Overview of our audit approach

Key audit matters • Revenue recognition, due to the risk of fraudulent recognition of revenue through management override. • Self-developed software, due to the risk of inappropriate capitalisation of internally development software, specifically payroll costs, prior to meeting the requirement under IAS38.

Audit scope • We performed an audit of the complete financial information of two components and audit procedures on specific balances for a further twelve components and we performed specified procedures on revenue recognition for two (2016: two) components. • The components where we performed full or specific audit procedures and specified procedures accounted for 71% of Profit before tax, 59% of Revenue and 90% of Total assets. • For seven (2016: seven) additional components, we performed review scope procedures. These components accounted for 12% of Profit before tax, 15% of Revenue and 0% of Total assets. • For remaining components, all of which individually represent less than 2% of Profit before tax, we test and evaluate the operating effectiveness of management’s group-wide controls, and have performed analytical review and enquiry procedures to address the residual risk of misstatement.

Materiality • Overall Group materiality of $40m which represents 5% of Profit before tax.

Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk Our response to the risk Key observations communicated to the Audit Committee Revenue recognition, due to the risk of We performed full and specific scope audit We concluded that revenue recognised in fraudulent recognition of revenue procedures over this risk area in six the year, as well as accrued and deferred as through management override (2017 locations, which covered 55% of the risk at 31 December, is materially correct on the $6,572m, 2016 $6,309m) amount. We also performed specified basis of our procedures performed both at procedures over revenue recognised in two the Group and by component audit teams. Accounting policies (page 90); and Note 3 further locations, which covered an of the Consolidated Financial Statements additional 4% of the risk amount. ( page 85) We have walked through each significant The Company recognises revenue from the class of revenue transactions and assessed the design, and tested the operating sale of its services based upon the fair value effectiveness of key controls. We have also as the services are performed and delivered completed tests of detail on a representative to the customer, and is recognised rateably sample of revenue transactions recorded in over the term of the contracts, although the period, along with disaggregated sometimes recognised upon delivery. analytical review on revenue recorded by Invoiced amounts are recorded as deferred location, product and month to identify revenue until earned. unusual or unexpected trends.

In addition, the Company has certain In addition specific to this risk, we have revenue arrangements that include multiple performed the following procedures: deliverables and in these arrangements, the individual deliverables within a contract are • We performed substantive audit separated and recognised upon delivery procedures that included testing of based upon their fair values relative to the significant new sales contracts to identify total contract value, to the extent that the key terms impacting revenue recognised fair values are readily determinable and the and recalculate amounts recorded in the deliverables have standalone value to the period; customer. • Testing transactions before and after 31 Software sold as part of these arrangements December to verify proper revenue cut-off. is considered incidental to the arrangements Such testing included obtaining an and is not recognized as a separate element. enforceable agreement and evidence of delivery; Risks • Testing manual journal entries to revenue Recognition of revenue prior to delivery of from across the year to ensure that entries services or transfer of significant risks and were appropriately supported by evidence of arrangement; reward of ownership • Reviewing a sample of trade and barter Bundling of services to customers can related transactions impacting revenue to increase subjectivity in the timing and verify that the accounting treatment was amount of revenue recognized appropriate and followed company policy;

In challenged markets, it is not probable that future economic benefits will flow to the Company

• Circulating accounts receivable confirmations with customers for each full scope and at six of the specific scope locations, and testing credit memos issued during the year and subsequent to year end;

• Using a sample based approach, assessing the Company’s best-estimate of selling price used to allocate consideration in contracts with multiple elements. In addition, for revenue recognised for sales of historical data when exiting a service, we read the contract, obtained evidence of delivery, assessed for possible contingencies and considered whether the transaction was more appropriately considered the sales of a business, rather than data sales;

• Assessing the adequacy of sales and bad debt allowances through tests of specific reserves, as well as inquired with key finance personnel during our review of the Company’s methodology, policy, and historical data upon which the reserve is based;

• Inquiring with key finance and non- finance personnel regarding retroactive pricing adjustments, and obtained representations from various members of management regarding their awareness of pricing negotiations that would affect current year revenue;

• Assessing the appropriateness of revenue recognition and the recoverability of unbilled receivables through review of unbilled aging, by obtaining contracts for significant balances and a review of subsequent billing and cash collections.

Self-developed software, due to the risk We have walked through the self-developed We concluded that the carrying value of of inappropriate capitalisation of software process and assessed design, and self-developed software assets at 31 internally development software, tested the operating effectiveness of key December 2017 is appropriate. specifically payroll costs, prior to controls. In addition we have performed the meeting the requirement under IAS38 following procedures, none of which (2017 $920m, 2016 $920m) resulted in an audit adjustment:

Accounting policies (page 87); and Note 3 • We tested significant additions to verify of the Consolidated Financial Statements that the projects received proper approval (page 85) prior to initiation, that the timing and nature of costs being capitalised is appropriate and The Company internally develops software to facilitate its global information

processing, financial reporting and client in line with IFRS, and that current year access needs. Costs that are related to the amortisation expense is accurate; conceptual formulation and design of software programs are expensed as • We reviewed the useful lives of incurred; costs that are incurred to produce capitalised projects and verify the lives are the finished product after technological reasonable and in line with industry feasibility has been established are standards and Company policy; capitalized as an intangible asset and are amortised over the estimated useful life. If • We observed management’s WIP review events or changes in circumstances indicate meetings where management analyses that the carrying value of software may not budgeted costs compared to actual spend by be recoverable, a recoverability analysis is project, which represents a key performed based on estimated recoverable management review control; amount, being the higher of the fair value • We tested the integrity of the impairment less costs of disposal, and value in use. An models and the appropriateness of the impairment loss is recognised for the methodology used including management’s amount by which the asset’s carrying assessment of indicators of impairment. ; amount exceeds its recoverable amount. and These estimates are subject to revision as market conditions or as assessments change • Reviewed the disclosures in the financial as to the usage of the software. statements to ensure they are in compliance with IFRS. Risks

Inappropriately capitalising internally developed software costs prior to meeting the IAS 38 requirements.

The Company’s impairment review reaches an inappropriate conclusion on the recoverable amount of self-developed software assets.

An overview of the scope of our audit Tailoring the scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each component within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into account size, risk profile, the organisation of the group and effectiveness of group-wide controls, changes in the business environment and other factors such as recent Internal audit results when assessing the level of work to be performed at each component.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of significant accounts in the financial statements, of the 124 reporting components of the Group, we selected fourteen components covering entities within USA, Mexico, Brazil, Switzerland, Germany, India and China.

Of the fourteen components selected, we performed an audit of the complete financial information of two components (“full scope components”) which were selected based on their size or risk characteristics. For the remaining twelve components (“specific scope components”), we performed audit procedures on specific accounts within that component that we considered had the potential for the greatest impact on the significant accounts in the financial statements either because of the size of these accounts or their risk profile.

The reporting components where we performed audit procedures accounted for 71% (2016: 68%) of the Group’s Profit before tax; 59% (2016: 60%) of the Group’s Revenue and 90% (2016: 91%) of the Group’s Total assets.

For the current year, the full scope components contributed 86% (2016: 76%) of the Group’s Profit before tax, 47% (2016: 42%) of the Group’s Revenue and 12% (2016: 12%) of the Group’s Total assets. The specific scope components, excluding centrally controlled components, contributed net negative of 11% (2016: 20%) of the Group’s Profit before tax, 8% (2016: 16%) of the Group’s Revenue and 2% (2016: 5%) of the Group’s Total assets. The audit scope of these components may not have included testing of all significant accounts of the component but will have contributed to the coverage of significant tested for the Group.

The Group audit team also performed specific scope audit procedures over centrally controlled components, which include cost centres that do not generate revenue, contributed net negative of 30% (2016: negative 32%) of the Group’s Profit before tax and 73% (2016: 74%) of the Group’s Total assets. Specific scope component testing is primarily focussed on the significant risk in relation to self-developed software assets, and also includes procedures on property, plant and equipment balances.

Of the remaining 110 components that together represent 33% of the Group’s Profit before tax, none are individually greater than 2% of the Group’s Profit before tax. We performed specified procedures over revenue recognition for two components (2016: two). For seven (2016: seven) components, we performed review scope procedures. For the remaining components, we performed other procedures, including analytical review, testing of consolidation journals and intercompany eliminations and foreign currency translation recalculations to respond to any potential risks of material misstatement to the Group financial statements.

The table below illustrate the coverage obtained from the work performed by our audit teams.

Number of % of % of Group audit scope components Profit before tax % of Revenue Total assets Full ...... 2 86% 47% 12% Specific – trading components ...... 4 11% 8% 2% Specific – centrally controlled components ...... 8 (30%) 0% 73% Specified procedures ...... 2 4% 4% 3% Review ...... 7 12% 15% 0% Remaining components (other procedures) ...... 101 17% 26% 10% Total coverage ...... 100% 100% 100%

Changes from the prior year Our risk assessment and audit approach evolve as circumstances which impact the Group’s business or financial statements change. In 2017 the Group acquired Gracenote Inc, which forms part of our specified procedures scope. In addition, our audit scope includes specific scope components that are included in our audit scope on a rotational basis that is responsive to the relative size and risk of such components as part of the wider Group. Components considered as part of the rotation are included in our scope at least every three years. As a result, we assigned the Group’s component in Germany as a specific scope component in 2017 as replacement for its component in Spain which was included in 2016. This change did not have a significant impact upon our coverage of significant accounts in the financial statements.

Integrated team structure and involvement with component teams The overall audit strategy is determined by the Senior Statutory Auditor. The senior statutory auditor is based in the UK however, since Group management and the majority of the operations reside in the US, the Group audit team includes members from both the UK and the US. The Group audit team members from the US are also members of selected component teams.

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the components by us, as the Group audit engagement team, or by component auditors from other EY global network firms operating under our instruction. Audit procedures for both full scope components were performed directly by the Group audit team. For the twelve specific scope components, where the work was performed by component auditors, we determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole.

Given that the Group operates predominantly in the US, the Senior Statutory Auditor with his UK based team members travelled to the US for two periods to work in an integrated manner with the EY US audit team members. Members of the Group audit team in both jurisdictions work together as an integrated team throughout the audit process.

Visits involved discussing the audit approach with the component teams and any issues arising from their work, meeting with local management, attending planning and closing meetings, and reviewing key audit working papers on risk areas. The Group audit team also was involved in the audit procedures on significant risk areas, primarily revenue recognition and self-developed software. The Group audit team interacted regularly with the component teams in Brazil, China, Germany, and Mexico as appropriate during various stages of the audit, reviewed key working papers and were responsible for the scope and direction of the audit process. This, together with the additional procedures performed at Group level by the Group audit team, gave us appropriate evidence for our opinion on the Group financial statements.

Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.

Materiality The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be $40m (2016: $40m), which is 5% (2016: 5%) of Profit before tax. We believe that Profit before tax provides us with a consistent year on year basis for determining materiality and is the most relevant performance measure to the stakeholders of the entity.

During the course of our audit, we reassessed initial materiality and the only change in final materiality was to reflect the actual reported performance of the Group in the year.

Performance materiality The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that performance materiality was 75% (2016: 75%) of our planning materiality, namely $30m (2015: $30m). We have set performance materiality at this percentage to ensure that total detected and undetected audit differences do not exceed our planning materiality of $40m for the financial statements as a whole.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based on the relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current year, the range of performance materiality allocated to components was $23m to $3m (2016: $23m to $3m).

Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $2m (2016: £2m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

Other information The other information comprises the information included in the annual report set out on pages 1 to 68, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006 In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:  the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and  the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us: or  the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or  certain disclosures of directors’ remuneration specified by law are not made; or  we have not received all the information and explanations we require for our audit

Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 48, the directors are responsible for the preparation of the financial statements and for being satisfied that give a true and fair view in accordance, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group and Parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the

Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

/s/ Philip Young (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 26 March 2018

FINANCIAL STATEMENTS

Consolidated Income Statement

Years Ended 31 December Note (IN MILLIONS EXCEPT SHARE AND PER SHARE DATA) 2017 2016 20 Revenues ...... $ 6,572 $ 6,309 21 Personnel costs ...... 2,685 2,520 Supplies and purchased services ...... 1,754 1,708 Depreciation and amortization expenses ...... 643 604 Other operating expenses ...... 310 332 Operating profit ...... 1,180 1,145 Interest income ...... 4 4 21 Interest expense ...... (374) (333) Foreign currency exchange transactions losses, net ...... (10) (6) Share of loss of associates and joint ventures, after tax ...... - - 21 Other (expense)/income, net ...... (17) 8 Profit before tax ...... 783 818 17 Income tax ...... (339) (338) Net Profit ...... $ 444 $ 480 Profit attributable to: Equity holders of Nielsen Holdings plc ...... $ 433 $ 475 Non-controlling interests ...... 11 5 Profit...... $ 444 $ 480 Earnings per share, basic Earnings attributable to controlling shareholders of Nielsen Holdings plc...... $ 1.21 1.32 Earnings per share, diluted Earnings attributable to controlling shareholders of Nielsen Holdings plc...... $ 1.21 1.31 Weighted-average shares of ordinary shares outstanding, basic ...... 356,714,940 358,830,080 Dilutive shares...... 1,337,493 3,337,049 Weighted-average shares of ordinary shares outstanding, diluted ...... 358,052,433 362,167,129 Dividends declared per share ...... $ 1.33 1.21

Consolidated Statement of Comprehensive Income

Years Ended 31 December (IN MILLIONS) 2017 2016 Profit ...... $ 444 $ 480 Other comprehensive income/(loss): Other comprehensive income to be reclassified to profit or loss in subsequent periods: Exchange differences on translating foreign operations, net of tax of $23 million and $(9) million for the years ended 31 December 2017 and 2016, respectively ...... 257 (96) Cash flow hedges, net of tax of $(7) million and $(2) million for the years ended 31 December 2017 and 2016, respectively ...... 11 2

Other comprehensive income not to be reclassified to profit or loss in subsequent periods: Movements on defined benefit pension plans, net of tax of $(28) million and $(8) million for the years ended 31 December 2017 and 2016, respectively ...... 34 (69) Remeasurement of deferred tax balances arising from US tax reform for the years ended 31 December 2017 and 2016, respectively ...... (19) — Total other comprehensive income/(loss) ...... 283 (163) Total comprehensive income ...... $ 727 $ 317 Total comprehensive income attributable to: Equity holders of Nielsen Holdings plc ...... $ 714 $ 317 Non-controlling interests ...... 13 —

Consolidated Balance Sheets Company Registered Number 09422989

31 December Note (IN MILLIONS) 2017 2016 Assets: Non-current assets 7 Goodwill ...... $ 8,786 $ 8,129 7 Other intangible assets ...... 5,317 4,990 8 Property, plant & equipment ...... 482 471 18 Investments accounted for using the equity method ...... 20 18 12 Other financial assets ...... 104 98 21 Other non-current assets ...... 193 171 17 Deferred tax assets ...... 172 118 Total non-current assets ...... 15,074 13,995 Current assets 21 Other current assets ...... 315 249 9 Trade and other receivables ...... 1,280 1,171 21 Cash and cash equivalents ...... 656 754 Total Assets ...... $ 17,325 $ 16,169

Liabilities and equity: Non-current liabilities 13 Provisions ...... 33 27 10 Borrowings and other financing ...... 8,357 7,734 12 Other non-current financial liabilities ...... 33 36 21 Other non-current liabilities ...... 877 883 17 Deferred tax liabilities ...... 1,486 1,232 Total non-current liabilities ...... 10,786 9,912 Current liabilities 9 Trade and other payables ...... 1,026 875 Deferred revenue ...... 361 297 Income tax payable ...... 111 97 10 Borrowings and other financing ...... 144 243 12 Other financial liabilities ...... - 1 13 Provisions ...... 45 54 Total liabilities ...... 12,473 11,479 Capital and reserves 15 Share capital ...... 32 32 Share premium account ...... 134 113 Retained earnings ...... 5,101 5,233 15 Other reserves ...... (613) (879) Equity attributable to shareholders of Nielsen Holdings plc...... 4,654 4,499

Non-controlling interests ...... 198 191 Total equity ...... 4,852 4,690 Total liabilities and equity ...... $ 17,325 $ 16,169

The Board approved the financial statements set out on pages 78 to 138 on 23 March 2018

For and on behalf of the Board

/s/ DWIGHT M. BARNS Dwight M. Barns

Chief Executive Officer/Director 23 March 2018

Consolidated Statement of Changes in Equity for the years ended 31 December 2017

Capital and Reserves Attributable to Nielsen Holdings plc Non- Share Share Retained Other Controlling controlling Total Note (IN MILLIONS) Capital Premium Earnings Reserves(1) Equity Holders(1) Interests Equity Balance as of 31 December 2015 .... 32 35 5,632 (790) 4,909 194 5,103 Profit for the year ...... — — 475 — 475 5 480 Other comprehensive loss ...... — — (69) (89) (158) (5) (163) Total comprehensive 5 income/(loss) for the year ...... 406 (89) 317 — 317 Deferred tax on share options ...... — — 1 — 1 — 1 Acquisition/Disposal of an interest in a consolidated subsidiary ...... — — (5) — (5) — (5) Capital contribution by non- controlling partner ...... 7 7 Exercise of share options ...... — 78 — — 78 78 Repurchase of shares ...... — — (418) — (418) — (418) Dividends to shareholders ...... — — (434) — (434) (10) (444) 16 Share-based payment ...... — — 51 — 51 — 51 Balance as of 31 December 2016 ...... $ 32 $ 113 $ 5,233 $ (879) $ 4,499 $ 191 $ 4,690 Profit for the year ...... — — 433 — 433 11 444 5 Other comprehensive income ...... — — 15 266 281 2 283 Total comprehensive income for the year ...... 448 266 714 13 727 Acquisition/Disposal of an interest in a consolidated subsidiary ...... — — (12) — (12) — (12) Deferred tax on share options ...... — — (4) — (4) — (4) Capital contribution by non- controlling partner ...... 6 6 Exercise of share options ...... — 21 — — 21 21 Dividends to shareholders ...... — — (474) — (474) (12) (486) Repurchase of Shares ...... — — (140) — (140) — (140) Employee share purchase plan ..... — — 6 — 6 — 6 16 Share-based payment ...... — — 44 — 44 — 44 Balance as of 31 December 2017 ...... $ 32 $ 134 $ 5,101 $ (613) $ 4,654 $ 198 $ 4,852

(1) See Note 15 “Capital and Reserves Attributable to Nielsen’s Equity Holders” for a breakout of statement of changes in equity

Consolidated Statement of Cash Flow

Years Ended 31 December Note (IN MILLIONS) 2017 2016 Operating Activities Profit ...... $ 444 $ 480 Adjustments to reconcile profit for the period to net cash provided by operating activities: 16 - Share-based payments ...... 44 49 - Interest income and expense, net ...... 370 329 - Foreign currency exchange gain and other income, net ...... (8) (22) 17 - Income tax provision ...... 339 338 - Depreciation and amortization ...... 643 604 Changes in operating assets and liabilities, net of effect of businesses acquired and disposed: - Trade and other receivables ...... 10 53 - Prepaid expense and other assets ...... (28) 4 - Trade and other payables, other liabilities and deferred revenues ...... 72 (61) - Other non-current liabilities ...... 2 (8) - Cash received for interest ...... 4 4 - Cash paid for interest ...... (352) (319) - Dividends received from unconsolidated associates ...... 2 2 - Cash paid for income taxes ...... (232) (157) Net cash provided by operating activities ...... 1,310 1,296 Investing Activities 6 Acquisition of subsidiaries and associates, net of cash acquired ...... (778) (285) Proceeds from sale of subsidiaries and associates, net of cash disposed...... 2 34 Additions to property, plant & equipment and other assets ...... (119) (109) 7 Additions to intangible assets ...... (370) (324) Proceeds from the sale of property, plant and equipment and other assets ...... 42 42 Other investing activities ...... (13) — Net cash used in investing activities ...... (1,236) (642) Financing Activities Net payments under revolving credit facility ...... — (164) Proceeds from issuances of debt, net of issuance costs ...... 2,745 2,502 Repayments of debt ...... (2,296) (1,765) (Decrease)/increase in short term borrowings ...... (5) 4 Cash dividends paid to shareholders ...... (474) (434) Proceeds from the issuance of shares ...... 21 81 Share repurchase ...... (140) (418) Proceeds from employee shares purchase plan ...... 6 1 Finance leases ...... (55) (40) Other financing activities ...... (17) (15) Net cash used in financing activities ...... (215) (248) Cash and cash equivalents at beginning of the year ...... 754 357 (Decrease)/increase in cash, cash equivalents and bank overdrafts ...... (141) 406 Effect of exchange-rate changes on cash, cash equivalents and bank overdrafts ...... 43 (9) Cash, cash equivalents at end of year ...... $ 656 $ 754

Notes to the Consolidated Financial Statements 1. Corporate Information The Company is incorporated in England as a public limited company and its registered office is located at A C Nielsen House London Road Oxfordshire, OX3 9RX, United Kingdom.

These Company financial statements and related notes of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.

The financial statements and related notes have been prepared and presented in millions of US Dollars, being the Company’s functional currency.

Events After the Balance Sheet Date On 22 February 2018, the Board declared a cash dividend of $0.34 per share on the ordinary shares. The dividend was paid on 21 March 2018 to Shareholders included on the register of member at the close of business on 7 March 2018.

2. Basis of Preparation and Changes in Accounting Policies The consolidated financial statements of Nielsen and all its subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. The consolidated financial statements have been prepared on a historical cost basis, except for available-for-sale investments, derivative financial instruments and certain assets and liabilities subject to fair value hedges, which are shown at fair value.

Unless otherwise indicated, assets and liabilities are initially measured at fair value with subsequent valuation at amortized cost. Income and expenses have been recognized in the period to which they relate.

The consolidated financial statements are presented in U.S. Dollars ($), and all values are rounded to the nearest million except when otherwise indicated.

New accounting standards for Group has adopted IAS 7 Amendments to IAS 7 Statement of Cash Flows

The amendment requires disclosure of changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, such as foreign exchange adjustments.

Accounting standards issued but not yet effective Nielsen is currently assessing the impact of the following revised standards and interpretations or amendments which will be effective for Nielsen on the following dates:  IFRS 9 Financial Instruments, effective 1 January 2018 The new standard significantly revises an entity's accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The new standard also amends certain disclosure requirements associated with the fair value of financial instruments. Nielsen is currently assessing the impact the adoption of this standard will have on our consolidated financial statements.  IFRS 2 Classification and Measurement of Share-Based Payment Transactions, effective January 2018 The new standard addresses the effects of vesting conditions on the measurement of cash-settled share-based payment transactions; the classification of share-based payment transaction with net settlement features for withholding tax obligations and accounting where a modification to the terms and conditions of share–based payment transaction changes its classification from cash-settled to equity-settled. Adoption of this new standard is not expected to have a material impact on the consolidated financial statements.

 IFRS 15 Revenue from Contracts with Customers, effective 1 January 2018 The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption if using the modified retrospective transition methods. In addition, the new standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2014, the Group established a cross-functional implementation team consisting of representatives from across all of its business segments. Management utilized a bottoms-up approach to analyze the impact of the standard on our contract portfolio by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. In addition, management identified, and are in the process of implementing appropriate changes to our business processes, systems and controls to support the recognition and disclosure under the new standard. Based on management’s assessment, it believes the most significant impact the adoption of the new standard will have on its consolidated financial statements are the required financial statement disclosures. Except for the required financial statement disclosures, the Group does not believe the adoption of this standard will have a material impact on its consolidated financial statements and will adopt this standard using the modified retrospective transition method. From 1 January 2019, the Group will apply the amendments to:  IFRS 16 Leases The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. While Nielsen continues to assess the impact the adoption of this standard will have on the Group’s consolidated financial statements, Nielsen expects it will increase assets and liabilities on the consolidated balance sheet.  IFRS 9 Financial Instruments’ relating to prepayment features with negative compensation  IFRIC 23 Uncertainty over Income Tax Treatments  IAS 28 Investments in Associates and Joint Ventures relating to long-term interests to which the equity method is not applied  Other existing standards arising from the Annual Improvements to IFRSs 2015-2017 cycle.

The directors are still evaluating the potential impact of these standards on the Group’s consolidated financial statements.

3. Summary of Significant Accounting Policies Basis of Consolidation The consolidated financial statements include the accounts of Nielsen and all subsidiaries. All subsidiaries have a co-terminous year-end with Nielsen. Non-controlling interests in subsidiaries are reported as a component of equity in the consolidated financial statements with disclosure on the face of the consolidated income statements of the amounts of consolidated net income attributable to Nielsen shareholders and to the non-controlling interests. The equity method of accounting is used for share of loss in associates and joint ventures where Nielsen has significant influence but not control. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, a majority of voting rights result in control. Nielsen re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date Nielsen gains control until the date the Nielsen ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of Nielsen and to the non- controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Investments in which Nielsen does not have significant influence are accounted for either as available-for-sale investment or as cost method investments. Intercompany accounts and transactions between group companies have been eliminated in consolidation.

Earnings per share Basic earnings per share is calculated using the weighted-average number of shares outstanding during the year. Diluted earnings per share is calculated using the weighted-average number of shares and dilutive potential shares outstanding during the period. Dilutive potential shares primarily consists of employee share options and restricted share units.

Employee share options, restricted share units and similar equity instruments granted by the Company are treated as potential shares outstanding in calculating diluted earnings per share. Diluted shares outstanding include restricted share units and the dilutive effect of in-the-money options which is calculated based on the average share price for each year using the treasury method.

Accounting for Acquisitions Acquisition of subsidiary’s are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate consideration paid/transferred. The excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held over the fair value of the Company’s share of identifiable assets, liabilities and contingent liabilities acquired is recorded as goodwill.

Foreign Currency Translation Nielsen has significant investments outside the UK, primarily in the Euro-zone, Canada and the United States. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the UK is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, expenses and cash flows. For these countries, currency translation adjustments are recognized in comprehensive income. Transaction gains and losses are recognized in foreign exchange transaction (losses)/gains, net in the consolidated income statement.

Fair Value Measurement Nielsen measures financial instruments, such as, derivatives and available for sale investments at fair value at each balance sheet date. Fair value is the price that would be received to sell 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 principle or the most advantageous market the Company would transact, and also considers assumptions that market participants would transact, and also considers assumptions that market participants would use when pricing the assets and liabilities, such as inherent risk, restrictions and risk of non-performance:

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:  Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities  Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable  Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, Nielsen determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

At each reporting date, Nielsen analyses the movements in the values of assets and liabilities which are required to be re- measured or re-assessed as per Nielsen’s accounting policies. For this analysis, Nielsen verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. Nielsen also compares each the changes in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, Nielsen has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Cash and Cash Equivalents Cash and cash equivalents comprise cash at banks and in hand and deposits held at call with banks with a remaining maturity of three months or less. Cash equivalents are carried at fair value.

Trade and Other Receivables The reported values represent the invoiced amounts, less adjustments for doubtful receivables. An estimate for the allowances is made when collection of the full amount is no longer probable or returns are expected.

Goodwill and Other Intangible Assets Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.

Indefinite-lived intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is fair value at the date of acquisition.

Goodwill and other intangible assets are stated at historical cost less accumulated impairment losses.

Other Amortized Intangible Assets Intangible assets acquired separately are measured initially at cost.

Intangible assets with finite lives are carried at cost less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually: for trade names and trademarks 5–20 years; for customer-related intangibles 6–25 years; for covenants not to compete 1–7 years; for computer software 3–10 years; and for patents and other 3–10 years.

Computer software includes purchased software and internally developed software to facilitate the Company’s global information processing, financial reporting and access needs. Costs relating to the development of software for internal use, after the software has reached technical feasibility, are capitalized and amortized over the estimated useful life of the software.

Internally generated intangibles represent incremental direct costs incurred related to establishing or significantly expanding a panel in a designated market and costs incurred to build the infrastructure to service new clients. Such costs are capitalized at the point when Nielsen determines them to be recoverable. Prior to this point, these costs are expensed as incurred. These assets are typically amortized over the original contract period beginning when the panel or electronic metered sample is ready for its intended use. Amortization for these assets is included in personnel costs within the consolidated income statement.

Property, Plant & Equipment Property, plant and equipment is carried at historical cost less accumulated depreciation and impairment losses. Property, plant and equipment is depreciated on a straight-line basis over the following estimated useful lives: buildings 25–50 years; and information and communication equipment 3–10 years. Land is not depreciated.

Reviews are made annually of the estimated remaining lives to assess impairment, taking account of commercial and technological obsolescence as well as normal wear and tear.

Maintenance and repairs are charged to expense when incurred.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from continued use or sale of the asset. Any gain or loss arising on derecognition of the asset is included in the consolidated income statement.

Impairment of Assets The Company established cash generating units based on its internal reporting structure. For purposes of testing goodwill for impairment, goodwill has been allocated to cash generating units on a pro-rata basis to the fair values of the respective units. For the purposes of assessing impairment of long-lived assets, assets are grouped at the lowest levels for which there are separately identifiable cash-flows (cash-generating units).

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of assets may not be recoverable.

Impairment losses of goodwill, indefinite lived intangibles, other intangibles or tangible assets are included in depreciation and amortization expenses in the consolidated income statement, while impairment losses of other non-current financial assets are included in other expense.

Impairments, except for goodwill, are reversed if and to the extent that the impairment no longer exists.

Provisions Provisions are recognized when all of the following conditions are met: 1) there is a present legal or constructive obligation as a result of past events; 2) it is probable that a transfer of economic benefits will settle the obligation; and 3) a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected cash flows. Where discounting is used, the increase in the provision due to the passage of time is recognized as borrowing cost. However, the interest costs relating to pension obligations are included in pension costs.

Provisions include reorganization accruals following restructuring of businesses. Provisions for restructuring as a result of an acquisition are only recognized as part of the cost of the acquisition if the acquired company has an existing liability for restructuring recognized before the acquisition date.

Pension and Other Post-Employment Benefit Plans Employee pension plans have been established in many countries in which Nielsen is active in accordance with local policy and legal requirements. Approximately 25% of the Company’s employees participate in defined benefit plans. Certain employees of the Company are eligible to participate in defined contribution plans. In certain countries, in addition to providing pension benefits, the Company provides other post-employment benefits, primarily retiree healthcare benefits.

The defined benefit liability is the aggregate of the present value of the defined benefit obligation and the fair value of plan assets out of which the obligations are to be settled directly. If the aggregate is negative, the asset is measured at the lower of such aggregate and the present value of any economic benefits available in the form of refunds from the plan or reduction in the future contributions to the plan (“Asset ceiling test”).

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. Re- measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognized immediately in the consolidated balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of the date of the plan amendment or curtailment, and the date that the Company recognizes restructuring-related costs. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation under personnel costs in the consolidated income statement: Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements, and net interest expense or income.

The Company recognizes obligations for contributions to defined-contribution pension plans as expenses in the consolidated income statement as they are incurred. Additional information on pension and other post-employment benefit plans is contained in Note 14 and Note 4.

Financial Instruments Nielsen’s financial instruments include cash and cash equivalents, trade receivable, investments, trade payable, accrued liabilities, long-term debt and derivative financial instruments. These financial instruments potentially subject Nielsen to concentrations of credit risk. The carrying value of Nielsen’s financial instruments approximate fair value, except for differences with respect to long-term, fixed-rate debt and certain differences relating to investments accounted for at cost and other financial instruments. The fair value of financial instruments is generally determined by reference to market prices resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques.

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 31 December 2017, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments.

Cash equivalents, marketable securities and derivative financial instruments (see Note 12) consist primarily of highly liquid securities held with acknowledged financial institutions and have original maturities of three months or less. Trade receivable are not collateralized. Nielsen services a geographically and industry diversified high-quality portfolio of clients. Nielsen maintains reserves for estimated credit losses and these losses have generally been within management’s expectations. See Note 11 for discussion of concentration and counterparty risk of Nielsen’s derivative financial instruments.

Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Other Financial Assets Financial assets in the scope of IAS 39, “Financial Instruments: Recognition and Measurement”, are classified in accordance with the standard. When financial assets are recognized initially, they are measured at fair value. Nielsen determines the classification of its financial assets after initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year- end.

Financial assets classified as held for trading are included in the category “financial assets at fair value through profit or loss”. Financial assets are classified as held for trading if they were acquired for the purpose of selling in the near term. Gains or losses on investments held for trading are recognized in profit.

The fair values of the held for sale investments are determined based on prevailing market prices. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques.

Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost plus accrued interest; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated income statement over the term of the borrowings using the effective interest method.

Derivative Financial Instruments and Hedge Accounting Nielsen uses derivative financial instruments principally to manage the risk associated with movements in foreign currency exchange rates and the risk that changes in interest rates will affect the fair value or cash flows of its debt obligations. See Note 12 for additional information regarding derivative financial instruments held by the Company and Note 11 for the related risk management strategies.

Transactions qualified as hedges if they were identified as such, and there was a negative correlation between the hedging results and the results of the positions being hedged.

All derivative financial instruments are recognized on the balance sheet at fair value. For derivative financial instruments that qualify for hedge accounting, changes in the fair value are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through profit, or recognized in equity as a comprehensive income component of other reserves until the hedged item is recognized in income, depending on whether the derivative financial instrument is being used to hedge changes in fair value, cash flows or net investments in foreign operations. The ineffective portion of a derivative financial instrument’s change in fair value is immediately recognized in the consolidated income statement. The purpose of hedge accounting is to match the impact of the hedged item and the hedging instrument in the consolidated income statement or to match the movements on the net investments due to currency differences with the related hedging instruments in equity. To qualify for hedge accounting, the hedging relationship must meet strict conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement.

The Company also evaluates contracts for embedded derivatives, and considers whether any embedded derivatives must be bifurcated, or separated, from the host contracts. If embedded derivatives exist and are not clearly and closely related to the host contract, they are accounted for separately from the host contract as derivatives.

Derecognition of Financial Assets and Liabilities A financial asset is derecognized when the rights to receive cash flows from the asset have expired, the Company has transferred rights to receive cash flows from the asset, and the Company either has transferred substantially all of the risks and rewards of the asset or has transferred control of the asset.

If the Company retains control over the asset but does not retain a substantial portion of the rights and benefits, the asset is recognized in proportion to the continuing involvement of the Company. Guarantees related to transferred assets are measured at the lower of the original carrying amount of the asset or the maximum amount of consideration that the Company could be required to pay.

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires.

Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is received. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes.

A significant portion of the Company’s revenue is generated from information (primarily retail measurement and consumer panel services) and measurement (primarily from television, radio, online and mobile audiences) services. The Company generally recognizes revenue from the sale of services as the services are performed, which is usually straight lined over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned. Substantially all of the Company’s customer contracts are non-cancellable and non-refundable.

A discussion of Nielsen’s revenue recognition policies, by segment, follows:

Buy Revenue from the Buy segment, primarily from retail measurement services and consumer panel services is recognized over the period during which the services are performed and information is delivered to the customer, primarily on a straight-line basis.

The Company provides insights and solutions to customers through analytical studies that are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized on a straight line basis or deferred until the end of the contract term and recognized when the information has been delivered to the customer.

Watch Revenue from the Watch segment is primarily generated from television, radio, online and mobile measurement services and recognized over the contract period, as the service is delivered to the customer, primarily on a straight-line basis.

Equity-Settled Share-Based Compensation A plan in which the Company receives services as consideration for granting or issuing equity instruments of the Company is classified as an equity-settled share-based compensation plan.

The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined using an appropriate pricing model, further details of which are given in Note 16.

The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”).

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.

Income Taxes Nielsen provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted or substantially enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable profit. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the income statement as an adjustment to income tax expense in the period that includes the enactment or substantial enactment date.

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) was signed into law. The TCJ Act significantly changes U.S. federal corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018 and creating a territorial-style tax system with a one-time mandatory tax on previously deferred foreign earnings of US subsidiaries. The Company is subject to the provisions which requires that the effect on deferred tax assets and liabilities of a change in tax rates be recognized in the period the tax rate change was enacted.

As a result of the enactment of the TCJ Act, the Company has recorded a net expense of $58 million during the fourth quarter of 2017 as a best estimate based on current available information. This amount, which is included in the Provision for Income Taxes in the Consolidated Statement of Operations, consists of two components: (i) a $167 million expense, including $116 million of withholding and other taxes relating to the cost of the one-time mandatory tax on previously deferred earnings of certain non-U.S. subsidiaries that are owned either wholly or partially by a U.S. subsidiary of the Company, and (ii) a $109 million net benefit resulting from the remeasurement of Nielsen’s deferred tax balances in the U.S.

Leases Leases of property, plant and equipment where Nielsen has substantially all the risks and rewards of ownership are classified as finance leases and are capitalized at the lower of the fair value of the leased property plant and equipment and the present value of the minimum lease payments at the inception of the lease. The corresponding lease liabilities are included in borrowings. Leases that do not qualify as finance leases are considered operating leases and the related lease payments are charged on a straight-line basis to the consolidated income statement over the term of the lease agreement.

Dividends Dividends are recorded as a liability in the period in which they are approved.

4. Critical Accounting Estimates and Judgments Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimated Impairment of Goodwill, Intangible Assets and Tangible Assets Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. The Company has designated October 1st as the date in which the annual assessment is performed as this timing corresponds with the development of the formal budget and business plan review. The recoverable amounts of cash-generating units have been determined based on various valuation techniques, including a discounted cash flow analysis and market-based assumptions. These calculations require the use of estimates.

Nielsen reviews the recoverability of its goodwill and other indefinite-lived intangible assets by comparing the estimated recoverable amounts of cash generating units with their respective carrying amounts. If the carrying amount exceeds its recoverable value, an impairment loss is recognized in an amount equal to that excess. The recoverable amount is the higher of an asset’s fair value less cost of disposal and value in use.

During 2017 we updated our reporting structure in a manner that changed the composition of our reporting units. As a result of this change in reporting units, we performed an interim goodwill impairment analysis during 2017 immediately prior to the change and determined the estimated recoverable amounts of the impacted reporting units exceeded their carrying value (including goodwill). As such, there was no impairment as a result of this change.

The table below summarizes the carrying value of goodwill by cash-generating unit at 31 December 2017:

(IN MILLIONS) Consumer Services ...... $ 2,949 Total Buy Goodwill ...... 2,949 Television Measurement ...... 5,521 Gracenote ...... 316 Total Watch Goodwill ...... 5,837 Total ...... $ 8,786

In assessing the value in use, the estimated future pre-tax cash flows based on the Company’s budgets and forecasts are discounted to their present value using a discount rate that ranges from 9.0%-12.0% that reflects current market assessments of the time value of money. The estimates of fair value of a cash generating unit are determined using a combination of valuation techniques, primarily a discounted cash flow analysis and market-based approach. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on Nielsen’s budget and projected business plans covering a five year period. Cash flows beyond the five year period have been extrapolated using a steady growth rate between 2.5% and 3.0% for the respective cash generating units. Discount rate assumptions are based on an assessment of the risk inherent in the respective cash generating units. In estimating the fair values of its cash generating units, Nielsen also uses market comparisons and recent comparable transactions. Nielsen also performs sensitivity analyses on its assumptions, primarily around both long-term growth rate and discount rate assumptions. These sensitivity analyses include several combinations of reasonably possible scenarios with regards to these assumptions.

Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal and value in use. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. However, Nielsen consistently tests a one percent movement in both its long-term growth rate and discount rate assumptions. The application of these sensitivity analyses did not result in any of the Company’s cash-generating units having carrying values in excess of their recoverable values in either 2017 or 2016.

The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.

We capitalize software development costs with respect to major internal use software initiatives or enhancements. The costs are capitalized from the time that the preliminary project stage is completed, and we consider it probable that the software will be used to perform the function intended until the time the software is placed in service for its intended use. Once the software is placed in service, the capitalized costs are generally amortized over periods of three to seven years. If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the software cost is written down to estimated recoverable amount and an impairment is recognized. These estimates are subject to revision as market conditions and as our assessments change. Impairment charges for the year ended 31 December 2017 were insignificant.

Pension Costs The determination of benefit obligations and expenses is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as turnover, retirement and mortality rates. Management reviews these assumptions annually and updates them as necessary. The effect of changing these assumptions is described in Note 14.

The judgements made in the process of applying the Company’s accounting policies that have the most significant effect on amounts recognized in the consolidated financial statements relate to:  Unrecognized deferred tax assets (Note 17)  The identification of cash generating units and assumptions used in the impairment testing of goodwill (Note 7)

 The measurement of retirement benefit obligations (Note 14)  The identification of intangible assets acquired in business combinations (Note 6)

5. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the year ended 31 December 2017.

Currency Translation Cash Flow Actuarial Gains (IN MILLIONS) Adjustments Hedges and Losses Total Balance 31 December 2015 ...... $ (787) $ (3) $ (127) $ (917) Other comprehensive loss before reclassifications ...... (96) (3) (69) (168) Amounts reclassified from accumulated other comprehensive (loss)/income ...... — 5 — 5 Net current period other comprehensive (loss)/income ...... (96) 2 (69) (163) Net current period other comprehensive loss attributable to non-controlling interest ...... (5) — — (5) Net current period other comprehensive (loss)/income attributable to Nielsen shareholders ...... (91) 2 (69) (158) Balance 31 December 2016 ...... $ (878) $ (1) $ (196) $ (1,075) Other comprehensive income before reclassifications ...... 257 8 15 280 Amounts reclassified from accumulated other comprehensive income ...... — 3 — 3 Net current period other comprehensive income ...... 257 11 15 283 Net current period other comprehensive income attributable to non-controlling interest ...... 2 — — 2 Net current period other comprehensive income attributable to Nielsen shareholders 255 11 15 281 Balance 31 December 2017 ...... $ (623) $ 10 $ (181) $ (794)

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the year ended 31 December 2017.

Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Year Ended 31 December Consolidated Income components 2017 2016 Statement of Operations Cash flow hedges Interest rate contracts $ 5 $ 7 Interest expense ...... (2) (2) Benefit for income taxes Total reclassification for the period $ 3 $ 5 Total, net of tax ......

6. Business Acquisitions Acquisitions On 1 February 2017, Nielsen completed the acquisition of Gracenote Inc., through the purchase of 100% of Gracenote’s outstanding common stock for a total purchase price of $585 million. Nielsen acquired the data and technology that underpins the programming guides and personnel user experience for major video, music, audio and sports content. This acquisition expands Nielsen’s footprint with major clients including Gracenote’s global content database which spans across platforms including multichannel video programing distributors (MVPD’s), smart television, streaming music services, connected devices, media players and in-car infotainment systems.

The acquisition of Gracenote was accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. Effective 1 February 2017, the financial results of Gracenote were included within the Watch segment of Nielsen’s consolidated financial statements. For the year ended 31 December 2017, the Company’s consolidated income statement includes $215 million of revenues related to the Gracenote acquisition.

The purchase price was allocated based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition using available information and certain assumptions management believed reasonable. The following table summarizes the purchase price allocation:

(IN MILLIONS) Identifiable assets acquired and liabilities assumed: Cash ...... $ 11 Other current assets ...... 56 Property and equipment ...... 12 Goodwill ...... 316 Amortizable intangible assets ...... 341 Other long-term assets ...... 11 Deferred revenue ...... (22) Other current liabilities ...... (28) Deferred tax liabilities...... (105) Other long-term liabilities ...... (7) Total ...... $ 585

As of the acquisition date, the fair value of accounts receivable approximated historical cost. The gross contractual receivable was $37 million and is included in other current assets above, of which $1 million was deemed uncollectible.

The allocation of the purchase price to goodwill and identified intangible assets was $316 million and $341 million, respectively. All of the Gracenote related goodwill and intangible assets are attributable to Nielsen’s Watch segment. As of 31 December 2017, $21 million of goodwill is expected to be deductible for income tax purposes.

Intangible assets and their estimated useful lives consist of the following:

(IN MILLIONS) Description Amount Useful Life Customer-related intangibles ...... $ 109 10 - 15 years Content database ...... 168 12 - 16 years Trade names and trademarks ...... 7 5 years Computer software ...... 57 7-8 years Total ...... $ 341

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents expected synergies of Gracenote.

The Company incurred acquisition-related expenses of $6 million for the year ended 31 December 2017, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the consolidated income statement.

The following pro forma information presents the consolidated income statement of the Company and Gracenote for the year ended 31 December 2017, as if the acquisition had occurred on 1 January 2017, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:

Year Ended 31 December (IN MILLIONS) 2017 Revenues ...... $ 6,590 Profit ...... $ 443

The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that the Company would have attained had the acquisition of Gracenote been completed as of the beginning of the reporting period.

For the year ended 31 December 2017, excluding Gracenote, Nielsen paid cash consideration of $210 million net of cash acquired associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2017 acquisitions occurred as of January 1, 2016, the impact on Nielsen’s consolidated results of operations would not have been material.

For the year ended 31 December 2016, Nielsen paid cash consideration of $285 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2016 acquisitions occurred as of January 1, 2016, the impact on Nielsen’s consolidated results of operations would not have been material.

Disposals In December 2016, Nielsen completed the sale of Claritas, a business focusing on consumer segmentation insights within the Company’s Buy segment, for cash consideration of $34 million and a note receivable for $60 million. The note is payable at any time over three years and bears interest at 3% in year one, 5% in year two and 7% in year three. As a result of this transaction the Company recorded a $14 million gain on sale to other income/(expense), net in the consolidated statement of operations. This disposal did not qualify to be classified as a discontinued operation. In 2017, upon finalization of working capital and other settlement matters the Company reduced the note receivable to $51 million and recorded a charge of $13 million to other (expense)/income, net in the consolidated statement of operations.

There were no discontinued operations for the years ended 31 December 2017 and 2016.

7. Goodwill and Other Intangible Assets Goodwill The table below summarizes the changes in the carrying amount of goodwill:

(IN MILLIONS) 2017 2016 Opening balance ...... $ 8,129 $ 8,069 Additions—current year acquisitions ...... 475 177 Dispositions — (38) Effect of foreign currency translation ...... 182 (79) Balance, 31 December ...... $ 8,786 $ 8,129 At 31 December Gross ...... $ 9,431 $ 8,774 Accumulated impairment charges ...... (645) (645) Net book value ...... $ 8,786 $ 8,129

Nielsen’s 2017 and 2016 annual impairment assessments did not result in any indicators of impairment for any of its underlying cash-generating units. See Note 4 for the impairment assessment methodology.

As described further in Note 20, Nielsen aligns its operating segments in order to conform to management’s current reporting, which is reflective of service offerings by industry. Management aggregates such operating segments into two reportable segments: what consumers buy (“Buy”); and what consumers watch (“Watch”).

The table below summarizes the carrying amounts of goodwill by restated cash-generating unit at 31 December:

(IN MILLIONS) 2017 2016 Buy Goodwill ...... $ 2,949 $ 2,794 Watch Goodwill ...... 5,837 5,335 Total ...... $ 8,786 $ 8,129

Other Indefinite Lived Intangible Assets The indefinite lived intangibles represent trade names and trademarks purchased through the effect of a business combination. Certain of the trade names associated with Nielsen are deemed indefinite-lived intangible assets, as their associated Nielsen brand awareness and recognition has existed for over 50 years and Nielsen intends to continue to utilize these trade names. There are also no legal, regulatory, contractual, competitive, economic or other factors that may limit their estimated useful lives. Nielsen reconsiders the remaining estimated useful life of indefinite-lived intangible assets each reporting period.

The table below summarizes the changes in the carrying amount of the other indefinite lived intangible assets:

(IN MILLIONS) 2017 2016 Opening balance ...... $ 1,921 $ 1,921 Effect of foreign currency translation ...... — — Balance, 31 December ...... $ 1,921 $ 1,921

The table below summarizes the carrying amounts of other indefinite lived intangible assets by cash-generating unit at 31 December:

(IN MILLIONS) 2017 2016 Buy ...... $ 1,217 $ 1,217 Watch ...... 704 704 Total ...... $ 1,921 $ 1,921

The table below summarizes the carrying amounts of other indefinite lived intangible assets and amortizable intangible assets at 31 December:

(IN MILLIONS) 2017 2016 Indefinite lived intangibles ...... $ 1,921 $ 1,921 Amortizable intangibles ...... 3,396 3,069 Total ...... $ 5,317 $ 4,990

Intangible Assets Subject to Amortization The following table summarizes the changes in the carrying amounts of amortizable intangible assets:

Customer- Tradenames Internally related and Generated Content (IN MILLIONS) intangibles Trademarks Software(1) Intangibles(2) Other Database(3) Total Net book value 1 January 2016...... $ 1,989 $ 82 $ 864 $ 99 $ 84 $ — $ 3,118 Additions ...... — — 324 35 — — 359 Net additions from acquisitions and other purchase price adjustments 99 1 29 — 7 — 136 Net disposals ...... (29) (15 ) (16) — — — (60) Amortization for the period ...... (160) (16) (232) (45) (17) — (470) Effect of foreign currency translation ...... (9) (1) (4) (1) 1 — (14) Net book value, 31 December 2016 .. $ 1,890 $ 51 $ 965 $ 88 $ 75 $ — $ 3,069 Additions ...... — — 370 26 — — 396 Net additions from acquisitions and other purchase price adjustments 133 8 93 — — 168 402 Net disposals ...... — — — — (1) — (1) Amortization for the period ...... (165) (13) (250) (43) (15) (12) (498) Effect of foreign currency translation ...... 20 — 4 3 1 — 28 Net book value, 31 December 2017 .. $ 1,878 $ 46 $ 1,182 $ 74 $ 60 $ 156 $ 3,396 At 31 December 2017 ...... Cost ...... $ 3,344 $ 137 $ 2,691 $ 210 $ 201 $ 168 $ 6,752 Accumulated amortization ...... (1,466) (91) (1,509) (136) (141) (12) (3,356) Net book value 31 December 2017 .. $ 1,878 $ 46 $ 1,182 $ 74 $ 60 $ 156 $ 3,396 At 31 December 2016 ...... Cost ...... $ 3,205 $ 138 $ 2,234 $ 181 $ 204 $ — $ 5,962 Accumulated amortization ...... (1,315) (87) (1,269) (93) (129) — (2,893) Net book value 31 December 2016 .. $ 1,890 $ 51 $ 965 $ 88 $ 75 $ — $ 3,069

(1) Software includes $1,137 million and $920 million of internally developed software at 31 December 2017 and 2016, respectively. Internally developed software additions during 2017 and 2016 include $349 million and $300 million, respectively. (2) Internally generated intangibles represent incremental direct costs incurred related to establishing or significantly expanding a panel in a designated market and costs incurred to build the infrastructure to service new clients. • The content databases were acquired as part of the Gracenote acquisition on 1 February 2017. These databases represent metadata used in Gracenote’s Video, Music/Auto and Sports product offerings that is not easily replicated due to its quantity and the relationships needed to acquire the data. The estimated remaining useful life of these content databases is 12 to 16 years.

Total Other Intangible Assets

31 December 31 December (IN MILLIONS) 2017 2016 Indefinite lived intangible assets ...... $ 1,921 $ 1,921 Intangible assets subject to amortization ...... 3,396 3,069 Total ...... $ 5,317 $ 4,990

8. Property, Plant and Equipment The following table summarizes the amounts of property, plant and equipment:

Information and Land and Communication (IN MILLIONS) Buildings Equipment Other Total Net book value 1 January 2016 ...... 202 $ 256 $ 32 $ 490 Additions ...... 17 131 11 159 Acquisitions ...... 2 1 1 4 Disposals ...... (5) (2) (3) (10) Depreciation for the period ...... (24) (132) (9) (165) Effect of foreign currency translation and other movements ...... (3) (3) (1) (7) Net book value 31 December 2016 ...... $ 189 $ 251 $ 31 $ 471 Additions ...... 17 137 19 173 Acquisitions ...... 1 10 2 13 Disposals ...... (4) (5) (3) (12) Depreciation for the period ...... (28) (132) (11) (171) Effect of foreign currency translation and other movements ...... 3 4 1 8 Net book value 31 December 2017 ...... $ 178 $ 265 $ 39 $ 482 At 31 December 2017 Cost ...... $ 428 $ 1,221 $ 201 $ 1,850 Accumulated depreciation ...... (250) (956) (162) (1,368) Net book value 31 December 2017 ...... $ 178 $ 265 $ 39 $ 482 At 31 December 2016 Cost ...... $ 398 $ 1,085 $ 183 $ 1,666 Accumulated depreciation ...... (209) (834) (152) (1,195) Net book value 31 December 2016 ...... $ 189 $ 251 $ 31 $ 471

Depreciation expense from continuing operations was $171 million and $165 million for the years ended 31 December 2017 and 2016, respectively.

Depreciation expense on assets under finance leases was $47 million and $37 million for the years ended 31 December 2017 and 2016, respectively. Finance leases are comprised primarily of land and buildings and information and communication equipment.

Gross and net book value of assets under finance leases were as follows:

31 December 2017 Gross Book Accumulated (IN MILLIONS) Value Depreciation Net Book Value Buildings ...... $ 178 $ (75) $ 103 Information and communication equipment ...... 151 (84) 67 $ 329 $ (159) $ 170

31 December 2016 Gross Book Accumulated Value Depreciation Net Book Value Buildings ...... $ 174 $ (69) $ 105 Information and communication equipment ...... 161 (72) 89 $ 335 $ (141) $ 194

9. Trade and other receivables and Trade and other payables Trade and other receivables

31 December 31 December (IN MILLIONS) 2017 2016 Gross trade receivables ...... $ 942 $ 886 Less: allowances ...... (29) (25) 913 861 Unbilled receivables ...... 259 236 Other receivables ...... 108 74 Total ...... $ 1,280 $ 1,171

Other receivables consist mainly of accrued income none of which are deemed uncollectable.

Trade receivables are non-interest bearing and are generally on 30-90 days’ terms.

Trade receivables at nominal value of $29 million and $25 million at 31 December 2017 and 2016, respectively, were deemed uncollectable and fully provided for. Movements in the allowances were as follows:

(IN MILLIONS) At 1 January 2016 ...... $ 26 Charge for the year ...... 4 Deductions ...... (4) Effect of foreign currency translation ...... (1) At 31 December 2016 ...... 25 Charge for the year ...... 6 Deductions ...... (3) Effect of foreign currency translation ...... 1 At 31 December 2017 ...... $ 29

As of December 31, the aging analysis of trade receivables not deemed uncollectable is as follows:

31 December 31 December (IN MILLIONS) 2017 2016 Neither past due nor impaired ...... $ 722 $ 679 1-30 days overdue ...... 60 83 31-60 days overdue ...... 64 53 61-90 days overdue ...... 30 22 91 days and more ...... 37 24 Total ...... $ 913 $ 861

Other receivables consist mainly of accrued income none of which are deemed uncollectable.

Trade and Other Payables The following table summarizes the amounts of trade and other payables:

31 December 31 December (IN MILLIONS) 2017 2016 Trade payables ...... $ 296 $ 238 Personnel costs...... 275 250 Outside services ...... 127 116 Other(1) ...... 328 271 Total ...... $ 1,026 $ 875

(1)Other includes multiple items, none of which are individually significant.

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Trade payables, outside services and other are non-interest bearing and are normally settled on terms negotiated with each supplier. Personnel cost payables are non-interest bearing and are normally settled based on customs and legislation in each of the countries we operate in.

10. Borrowings and Other Financing Unless otherwise stated, interest rates are as of 31 December 2017.

31 December 2017 31 December 2016 Weighted Weighted Interest Carrying Fair Interest Carrying Fair (IN MILLIONS) Rate Amount Value Rate Amount Value $2,080 million Senior secured term loan (LIBOR based variable rate of 3.43% ) due 2019 ...... 1,395 1,397 1,772 1,786 $2,250 million Senior secured term loan (LIBOR based variable rate of 3.43% ) due 2023 ...... 2,236 2,247 — — $1,900 million Senior secured term loan (LIBOR based variable rate of 3.15% ) due 2023 ...... — — 1,896 1,921 €380 million Senior secured term loan (Euro LIBOR based variable rate of 2.10%) due 2021 ...... 451 452 399 402 Total senior secured credit facilities (with weighted average interest rate) ...... 3.39% 4,082 4,096 2.95% 4,067 4,109 $800 million 4.50% senior debenture loan due 2020 ...... 805 809 803 813 $625 million 5.50% senior debenture loan due 2021 ...... 628 643 627 648 $2,300 million 5.00% senior debenture loan due 2022 ...... 2,312 2,362 2,310 2,341 $500 million 5.00% senior debenture loan due 2025 ...... 506 518 — — Total debenture loans (with weighted average interest rate) ...... 5.22% 4,251 4,332 5.22% 3,740 3,802 Other loans ...... 1 1 7 7 Total long-term debt ...... 4.32% 8,334 8,429 4.04% 7,814 7,918 Finance lease obligations ...... 167 158 Bank overdrafts — 5 Total debt and other financing arrangements ...... 8,501 7,977 Less: Current portion of long-term debt, finance lease obligations and other short- term borrowings ...... (144) (243) Non-current portion of long-term debt and finance lease obligations ...... $ 8,357 $ 7,734

The carrying amounts of Nielsen’s long-term debt are denominated in the following currencies:

31 December 31 December (IN MILLIONS) 2017 2016 U.S. Dollars ...... $ 7,883 $ 7,415 Euro ...... 451 399 $ 8,334 $ 7,814

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The table below shows the maturity profile of Nielsen’s debt based on contractual undiscounted payments:

31 December 31 December 2017 2016 (IN MILLIONS) Principal Interest Principal Interest Less than 1 year ...... $ 28 $ 355 $ 143 $ 316 1 to 5 years ...... 7,746 1,103 5,833 1,144 Thereafter ...... 500 37 1,787 41 $ 8,274 $ 1,495 $ 7,763 $ 1,501

Loans and other borrowings comprise the liabilities included in the financing activities section of the Group statement of cash flows and their movements are analyzed as follows:

1 January Foreign New Lease 31 December (IN MILLIONS) 2017 Cash Flows Currency Obligations Other 2017 $2,080 million Senior secured term loan (LIBOR based variable rate of 3.43% ) due 2019 ...... $ 1,772 $ (379) $ — $ — $ 2 $1,395 $2,250 million Senior secured term loan (LIBOR based variable rate of 3.43% ) due 2023 ...... — 2,239 — — (3) 2,236 $1,900 million Senior secured term loan (LIBOR based variable rate of 3.15% ) due 2023 ...... 1,896 (1,900) — — 4 — €380 million Senior secured term loan (Euro LIBOR based variable rate of 2.10%) due 2021 ...... 399 (5) 56 — 1 451 $800 million 4.50% senior debenture loan due 2020 ...... 803 — — — 2 805 $625 million 5.50% senior debenture loan due 2021 ...... 627 — — — 1 628 $2,300 million 5.00% senior debenture loan due 2022 ...... 2,310 — — — 2 2,312 $500 million 5.00% senior debenture loan due 2025 ...... — 495 — — 11 506 Other loans ...... 7 (1) — — (5) 1 Financing lease and other financing obligations ...... 158 (55) 1 60 3 167 Total ...... $ 7,972 $ 394 $ 57 $ 60 $ 18 $ 8,501

See Note 11 for a discussion of Nielsen’s policies with respect to foreign currency exchange risk, interest rate risk, credit risk and liquidity risk.

Senior Secured Credit Facilities Term Loan Facilities In October 2016, we entered into a second amendment to our Fourth Amended and Restated Credit Agreement, and as subsequently amended, the (“Existing Credit Agreement”). The Existing Credit Agreement provides for term loan facilities as shown in the table above.

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The Class B-4 Term Loans will mature in full on October 4, 2023, and are required to be repaid in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Class B-4 Term Loans, with the balance payable on October 4, 2023. The Class B-4 Term Loans bear interest equal to, at the election of us (i) a base rate or LIBOR rate, plus (ii) an applicable margin, which is equal to 2.00% (in the case of LIBOR loans) or 1.00% (in the case of base rate loans).

The Amended Credit Agreement contains the same affirmative and negative covenants as those of the Fourth Amended and Restated Credit Agreement prior to the 2016 amendments.

Obligations under the Amended Credit Agreement are guaranteed by TNC B.V., substantially all of the wholly-owned U.S. subsidiaries of TNC B.V. and certain of the non-U.S. wholly-owned subsidiaries of TNC B.V., and are secured by substantially all of the existing and future property and assets of the U.S. subsidiaries of TNC B.V. and by a pledge of substantially all of the capital share of the guarantors, the capital share of substantially all of the U.S. subsidiaries of TNC B.V., and up to 65% of the capital share of certain of the non-U.S. subsidiaries of TNC B.V. Under a separate security agreement, substantially all of the assets of TNC B.V. are pledged as collateral for amounts outstanding under the Amended Credit Agreement.

Covenants The Amended Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most of Nielsen’s subsidiaries) to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase ordinary shares, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with associates, enter into agreements limiting subsidiary distributions and alter the business they conduct. These entities are restricted, subject to certain exceptions, in their ability to transfer their net assets to us. Such restricted net assets amounted to approximately $4.3 billion at 31 December 2017. In addition, these entities are subject to a total leverage covenant. The leverage ratio requires that Nielsen 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. Neither Nielsen nor TNC B.V. is currently bound by any financial or negative covenants contained in the Amended Credit Agreement. The Amended Credit Agreement also contains certain customary affirmative covenants and events of default. Certain significant financial covenants are described further below.

Failure to comply with this financial covenant would result in an event of default under Nielsen’s Amended Credit Agreement unless waived by certain of Nielsen’s term lenders and the Company’s revolving lenders. An event of default under Nielsen’s Amended Credit Agreement can result in the acceleration of Nielsen’s indebtedness under the facilities, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing Nielsen’s debt securities as well. As Nielsen’s failure to comply with the financial covenant described above can cause the Company to go into default under the agreements governing Nielsen’s indebtedness, management believes that Nielsen’s Amended Credit Agreement and this covenant are material to Nielsen. As of December 31, 2017, Nielsen was in full compliance with the financial covenant described above.

Pursuant to Nielsen’s Amended Credit Agreement, the Company is subject to making mandatory prepayments on the term loans within Nielsen’s Amended Credit Agreement to the extent in any full calendar year Nielsen generate Excess Cash Flow (“ECF”), as defined in the Amended Credit Agreement. The percentage of ECF that must be applied as a repayment is a function of several factors, including Nielsen’s ratio of total net debt to Covenant EBITDA, as well other adjustments, including any voluntary term loan repayments made in the course of the calendar year. To the extent any mandatory repayment is required pursuant to this ECF clause; such payment must generally occur on or around the time of the delivery of the annual consolidated financial statements to the lenders. At December 31, 2017, Nielsen’s ratio of total net debt to Covenant EBITDA was less than 5.00 to 1.00 and therefore no mandatory repayment was required. Nielsen’s next ECF measurement date will occur upon completion of the 2017 results, and although Nielsen do not expect to be required to issue any mandatory repayments in 2018 or beyond, it is uncertain at this time if any such payments will be required in future periods.

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As of 31 December 2017, Nielsen had zero borrowings outstanding and outstanding letters of credit of $13 million. As of 31 December 2016, Nielsen had zero borrowings outstanding and outstanding letters of credit of $6 million. As of 31 December 2017, Nielsen had $562 million available for borrowing under the revolving credit facility.

Debenture Loans The indentures governing the Senior Notes limit the majority of Nielsen’s subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase its capital share, make certain investments, enter into certain types of transactions with associates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen is required to make an offer to redeem all of the Senior Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes are jointly and severally guaranteed by Nielsen, substantially all of the wholly owned U.S. subsidiaries of Nielsen, and certain of the non- U.S. wholly-owned subsidiaries of Nielsen.

In January 2017, Nielsen completed the issuance of $500 million aggregate principal amount of 5.0% Senior Notes due 2025 at par, with cash proceeds of approximately $495 million, net of fees and expenses.

Other Transactions Effective1 July 2010, the Group designated its Euro denominated variable rate senior secured term loans as non-derivative hedges of its net investment in a European subsidiary. Gains or losses attributable to fluctuations in the Euro as compared to the U.S. Dollar associated with this debenture were recorded to the cumulative translation adjustment within shareholders’ equity, net of income tax.

Debt-Issuance Costs The costs related to the issuance of debt are presented as a deduction from the corresponding debt liability and amortized to interest expense using the effective interest method over the life of the related debt.

Finance Lease and Other Obligations Nielsen finances certain information and communication equipment and buildings under finance leases and related transactions. These arrangements do not include terms of renewal, purchase options, or escalation clauses.

Assets under finance lease are recorded within property, plant and equipment. See Note 8 – “Property, Plant and Equipment.”

Future minimum finance lease payments under non-cancelable finance leases at 31 December 2017 are as follows:

(IN MILLIONS) 2018 ...... $ 58 2019 ...... 49 2020 ...... 35 2021 ...... 21 2022 ...... 13 Thereafter ...... 20 Total ...... 196 Less: amount representing interest ...... 29 Present value of minimum lease payments ...... $ 167 Current portion ...... $ 49 Total non-current portion ...... 118 Present value of minimum lease payments ...... $ 167

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Future minimum finance lease payments under non-cancelable finance leases at 31 December 2016 are as follows:

(IN MILLIONS) 2017 ...... $ 48 2018 ...... 48 2019 ...... 30 2020 ...... 21 2021 ...... 13 Thereafter ...... 33 Total ...... 193 Less: amount representing interest ...... 35 Present value of minimum lease payments ...... $ 158 Current portion ...... $ 38 Total non-current portion ...... 120 Present value of minimum lease payments ...... $ 158

Finance leases and other financing transactions have effective interest rates primarily ranging from 4.5% to 10%. Interest expense recorded related to finance leases and other financing transactions during the years ended 31 December 2017 and 2016 was $12 million, and $11 million, respectively. Nielsen recognizes rental income from non-cancelable subleases. The total aggregate future rental income proceeds to be received under the non-cancelable subleases are $3 million.

11. Financial Risk Management Risk Oversight Our Chief Executive Officer and other executive officers regularly report to the non-executive directors and the Audit, Compensation and Nomination and Corporate Governance Committees to ensure effective and efficient oversight of the Company’s activities and to assist in proper risk management, including those relating to financial risks. The Senior Vice President of Corporate Audit reports functionally and administratively to the Company’s Chief Financial Officer and directly to the Audit Committee. The Company believes that the board’s leadership structure provides appropriate risk oversight of the Company’s activities. With respect to market risk, 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 foreign currency exchange rates and interest rates. It is our policy not to trade in financial instruments.

Foreign Currency Exchange Risk Nielsen operates globally and predominantly generates revenue and expenses in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, Nielsen is subject to currency translation exposure on the profits of the Company’s operations, in addition to transaction exposure.

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Translation risk exposure is managed by creating “natural hedges” in Nielsen’s financing or by using derivative financial instruments aimed at offsetting certain exposures in the statement of earnings or the balance sheet. Nielsen does not use derivative financial instruments for trading or speculative purposes.

The table below details the breakdown of revenues and expenses by currency for the years 2017 and 2016:

U.S. Dollar Euro Other currencies Percentage of revenues ...... 2017 59% 10% 31% 2016 61% 9% 30% Percentage of operating costs ...... 2017 56% 11% 33% 2016 57% 10% 33%

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The following table demonstrates the sensitivity to the Company’s profit/loss and equity of a reasonably possible change in the U.S. Dollar against the Euro, with all other variables held constant.

Increase/decrease in Effect on profit/loss Effect on equity USD/Euro rate (IN MILLIONS) (IN MILLIONS) 2017 ...... +1 cent $ 1 $ 12 -1 cent (1 ) (12) 2016 ...... +1 cent 1 $ 8 -1 cent (1 ) (8)

Interest Rate Risk Nielsen continually reviews its fixed and variable rate debt along with related hedging opportunities in order to ensure its portfolio is appropriately balanced as part of its overall interest rate risk management strategy and through this process Nielsen considers both short-term and long-term considerations in the U.S. and global financial markets in making adjustments to our tolerable exposures to interest rate risk. Nielsen uses floating-to-fixed interest rate swaps to hedge this exposure. These interest rate swaps have various maturity dates through July 2022. At 31 December 2017, we had $4,082 million 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 $20 million ($41 million without giving effect to any of our interest rate swaps). For these derivatives, Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a comprehensive income component of other reserves and reclassifies it into profit in the same period or periods in which the hedged transaction affects profit, and within the same income statement line item as the impact of the hedged transaction. Refer to Note 12.

Credit Risk Nielsen also has no significant concentrations of credit risk with its customers. It has policies in place to ensure that sales are only made to customers with an appropriate credit history.

Liquidity Risk and Capital Management The primary objective of the Company’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. The Company operates to maintain its debt ratios within the compliance levels specified in the debt and credit agreements.

The Company believes it has available resources to meet both its short-term and long-term liquidity requirements, including its debt services. The Company expects the cash flow from its operations, combined with existing cash and amounts available under the revolving credit facility, to provide sufficient liquidity to fund its current obligations, projected working capital requirements, restructuring obligations, and capital spending over the next year.

The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

Year Ended 31 December 2017 (IN MILLIONS) Current 1 to 5 years Thereafter Total Trade and other payables ...... $ 1,026 $ — $ — $ 1,026 Borrowings and other financing ...... 28 7,746 500 8,274 Interest ...... 355 1,103 37 1,495 Financial Derivatives ...... — — — — Deferred Compensation ...... — 33 — 33 Total ...... $ 1,409 $ 8,882 $ 537 $ 10,828

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Year Ended 31 December 2016 (IN MILLIONS) Current 1 to 5 years Thereafter Total Trade and other payables ...... $ 875 $ — $ — $ 875 Borrowings and other financing ...... 143 5,833 1,787 7,763 Interest ...... 316 1,144 41 1,501 Financial Derivatives ...... — 5 — 5 Deferred Compensation ...... — 32 — 32 Total ...... $ 1,334 $ 7,014 $ 1,828 $ 10,176

12. Fair Value Measurements IFRS 13 “Fair Value Measurement” defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

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

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

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

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

Financial Assets and Liabilities Measured on a Recurring Basis The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of 31 December 2017 and 2016:

31 December

2017 (IN MILLIONS) Total Level 1 Level 2 Level 3 Assets: Assets for deferred compensation (1) ...... 33 33 — — ...... Investment in mutual funds (2) ...... 2 2 — — ...... Interest rate swap agreements(3)...... 17 — 17 — Note receivable(4) ...... 52 52 — — Total ...... $ 104 $ 87 $ 17 — ...... Liabilities: Interest rate swap arrangements (3) ...... $ — — $ — — ......

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Deferred compensation liabilities (5) ...... 33 33 — — ...... Total ...... $ 33 $ 33 $ — — ......

31 December (IN MILLIONS) 2016 Level 1 Level 2 Level 3 Assets: Assets for deferred compensation (1) ...... 32 32 — — ...... Investment in mutual funds (2) ...... 2 2 — — ...... Interest rate swap agreements(3)...... 3 — 3 — Note receivable(4) ...... 61 61 — — Total ...... $ 98 $ 95 $ 3 — ...... Liabilities: Interest rate swap arrangements (3) ...... $ 5 — $ 5 — ...... Deferred compensation liabilities (5) ...... 32 32 — — ...... Total ...... $ 37 $ 32 $ 5 — ......

(1) Assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net in the consolidated statements 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) As of 31 December 2017, $51 million of the note receivable is payable at any time over two years and bears interest at 5% in 2018 and 7% in 2019. (5) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed shares and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs.

Note: There have been no transfers between categories during the years ended 31 December 2017 and 2016.

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

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

Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 10 - Borrowings 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.

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.

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In June 2016, the company entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of June 9, 2016. 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 0.86%. This derivative has been designated as an interest rate cash flow hedge.

In July 2015, the Company entered into a $150 million in notional amount of three-year forward interest rate swap agreement with a starting date in July 2016. This agreement fixes the LIBOR-related portion of the interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.62%. This derivative instrument has been designated as an interest rate cash flow hedge.

In April 2015, the Company entered into a $150 million in notional amount of three-year forward interest rate swap agreement with a starting date in April 2016. This agreement fixes the LIBOR-related portion of the interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.40%. This derivative instrument has been designated as an interest rate cash flow hedge.

In November 2014, the Company entered into $250 million in aggregate notional amount of a two-year forward interest rate swap agreement with a starting date in May, 2016. 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 1.78%. This derivative has been designated as an interest rate cash flow hedge.

Nielsen expects to recognize approximately $3 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.

As of 31 December 2017 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 ...... $ 250,000,000 May 2018 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 150,000,000 April 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 250,000,000 June 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 150,000,000 July 2019 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 250,000,000 July 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 250,000,000 July 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 250,000,000 October 2020 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 250,000,000 October 2021 US Dollar US Dollar term loan floating-to-fixed rate swaps ...... $ 250,000,000 July 2022 US Dollar

The effect of cash flow hedge accounting on the consolidated statement of operations for the years ended 31 December 2017 and 2016:

Interest Expense Year Ended December 31, (IN MILLIONS) 2017 2016 Interest expense- (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) ...... $ 374 $ 333 Amount of loss reclassified from accumulated other

comprehensive income into income, net of tax ...... $ 3 $ 5 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 ...... $ — $ —

Foreign Currency Exchange Risk During the years ended 31 December 2017 and 2016, Nielsen recorded a net gain of zero and $1 million respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in Nielsen’s

110 consolidated statements of operations. As of 31 December 2017 and 2016, the notional amounts of the outstanding foreign currency derivative financial instruments were $74 million and $77 million, respectively.

See Note 10 – “Borrowings and Other Financing” for more information on the long-term debt transactions referenced in this note.

Fair Values of Derivative Instruments in the Consolidated Balance Sheets The fair values of the Company’s derivative instruments as of 31 December 2017 and 31 December 2016 were as follows:

31 December 2017 31 December 2016 Accounts Accounts Payable Payable Derivatives Designated as Hedging Other Non- and Other Other Non- Other Non- and Other Other Non- Instruments Current Current Current Current Current Current (IN MILLIONS) Assets Liabilities Liabilities Assets Liabilities Liabilities

Interest rate swaps ...... $ 17 $ — $ — $ 3 $ 1 $ 4

Derivatives in Cash Flow Hedging Relationships The pre-tax effect of derivative instruments in cash flow hedging relationships for the years ended 31 December 2017 and 2016 was as follows (amounts in millions):

Amount of (Gain)/Loss Amount of Loss Recognized in OCI Reclassified from OCI on Derivatives into Income Derivatives in Cash Flow (Effective Portion) (Effective Portion) Hedging Relationships 31 December 31 December (IN MILLIONS) 2017 2016 2017 2016

Interest rate swaps ...... $ (13) $ 3 Interest expense $ 5 $ 7

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

The Company did not measure any material non-financial assets or liabilities at fair value during the years ended 31 December 2017 or 2016.

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13. Provisions A summary of the changes in provisions is as follows:

Onerous Deferred (IN MILLIONS) Restructuring(1) contracts(2) consideration(3) Total Balance at 1 January 2016 ...... $ 33 $ 11 $ 34 $78 Charged in the year ...... 87 1 7 95 Released in the year ...... (1) — (6 ) (7) Utilized in the year ...... (69) (5) (11 ) (85) Balance at 31 December 2016...... $ 50 $ 7 $ 24 $ 81 Charged in the year ...... 99 1 2 102 Utilized in the year ...... (97) (4) (5 ) (106) Exchange difference ...... 1 — — 1 Balance at 31 December 2017...... $ 53 $ 4 $ 21 $ 78 At 31 December 2017 Non-Current ...... $ 15 $ — $18 $33 Current ...... 38 4 3 45 At 31 December 2016 Non-Current ...... $ 7 $ 3 $ 17 $ 27 Current ...... 43 4 7 54

(1) Restructuring primarily relates to employee severance associated with productivity initiatives and contract termination costs. The non-current restructuring balance primarily relates to contract termination costs which will be fully exhausted in 2023. (2) Onerous contracts relates to unutilized operating leased property. Nielsen is exiting this property in 2018 and as such the provision will be fully exhausted during 2018. (3) Deferred consideration consists of costs for future payments related to liabilities incurred from acquisitions. The future payments run through 2023.

14. Post-Employment Benefit Obligations Defined Benefit Plans Nielsen sponsors both funded and unfunded defined benefit pension plans for some of its employees in the Netherlands, United States and other international locations. All of these plans provide benefits to the employees based on various criteria, including years of service and compensation during the service period, that are dependent on the terms and legal requirements of the respective plans and jurisdictions. The company assesses its plan asset portfolios and funding requirements on a plan-by-plan basis. The level of annual pension contributions for each plan are based on several factors, including the global cash considerations of the consolidated group, and, where applicable, regulatory funding requirements. A pension plan surplus can be recognized only when there is an unconditional right to receive the benefits of it, regardless of whether the surplus is immediately available.

Nielsen discloses their pension plans based on the total assets of the plan. The U.S. plan is closed to new members.

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A summary of the activity for Nielsen’s defined benefit pension plans follows:

Year Ended 31 December 31 2017 The United (IN MILLIONS) Netherlands States Other Total Change in defined benefit obligation Benefit obligation at beginning of period ...... $ 669 $ 355 $ 629 $ 1,653 Service cost Current service cost ...... 4 — 6 10 Interest cost ...... 12 15 15 42 Cash flows Plan participants’ contributions ...... 1 — 1 2 Benefits paid from plan...... (30) (12) (25 ) (67) Benefits paid from employer ...... — (1) (5 ) (6) Premiums paid ...... — — (1 ) (1) Remeasurements Effect of changes in demographic assumptions. — (2) (9 ) (11) Effect of changes in financial assumptions...... (14) 26 3 15 Effect of experience adjustments ...... (12) (4) 4 (12) Effect of foreign currency translation ...... 94 — 60 154 Benefit obligation at end of period ...... 724 377 678 1,779 Change in plan assets Fair value of plan assets at beginning of period...... 625 233 507 1,365 Interest income ...... 12 9 13 34 Cash flows Employer contributions & direct benefit payments 3 4 15 22 Plan participants’ contributions ...... 1 — 1 2 Benefits paid from plan...... (30) (12) (25 ) (67) Benefits paid from employer ...... — (1) (5 ) (6) Expenses paid ...... (1) (4) (1 ) (6) Premiums paid ...... — — (1 ) (1) Remeasurements Return on plan assets (excluding interest income) 20 31 28 79 Effect of foreign currency translation ...... 88 — 49 137 Fair value of plan assets at end of period ...... 718 260 581 1,559 Funded status at end of period...... 6 117 97 220 Asset Ceiling Test ...... — — 2 2 Net amount recognized ...... $ 6 $ 117 $ 99 $ 222 Asset ceiling at end of prior period ...... $ — $ — $ 1 $ 1 Remeasurements Changes in asset ceiling (excluding interest income) ...... — — 1 1 Asset ceiling at end of year ...... $ — $ — $ 2 $ 2 Amounts recognized in the Consolidated Balance

Sheets Pension assets included in other non-current assets — — 21 21 Current liabilities ...... — — (2 ) (2) Accrued benefit liability included in other non- current liabilities ...... (6) (117) (118 ) (241) Net amount recognized ...... $ (6) $ (117) $ (99 ) $ (222)

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Year Ended 31 December 31 2016 The United (IN MILLIONS) Netherlands States Other Total Change in defined benefit obligation Benefit obligation at beginning of period ...... $ 640 $ 347 $ 617 $ 1,604 Service cost Current service cost ...... 3 — 8 11 Past service cost ...... — — (6 ) (6) Loss on settlement ...... — — (1) (1) Interest cost ...... 15 15 18 48 Cash flows Plan participants’ contributions ...... 1 — 1 2 Benefits paid from plan...... (30) (12) (15 ) (57) Benefits paid from employer ...... — (1) (5 ) (6) Premiums paid ...... — — (1 ) (1) Settlement payments from plan assets ...... — — (5 ) (5) Remeasurements Effect of changes in demographic assumptions. 4 — (5 ) (1) Effect of changes in financial assumptions...... 66 5 84 155 Effect of experience adjustments ...... (10) 1 (5 ) (14) Effect of foreign currency translation ...... (19) — (56 ) (75) Benefit obligation at end of period ...... 669 355 629 1,653 Change in plan assets Fair value of plan assets at beginning of period...... 622 231 531 1,384 Interest income ...... 15 10 16 41 Cash flows Employer contributions & direct benefit payments 7 1 14 22 Plan participants’ contributions ...... 1 — 1 2 Benefits paid from plan...... (30) (12) (15 ) (57) Benefits paid from employer ...... — (1) (5 ) (6) Expenses paid ...... (1) (4) (2 ) (7) Premiums paid ...... — — (1 ) (1) Settlement payments from plan assets ...... — — (5 ) (5) Remeasurements Return on plan assets (excluding interest income) 31 8 25 64 Effect of foreign currency translation ...... (20) — (52 ) (72) Fair value of plan assets at end of period ...... 625 233 507 1,365 Funded status at end of period...... 44 122 122 288 Asset Ceiling Test ...... — — 1 1 Net amount recognized ...... $ 44 $ 122 $ 123 $ 289 Asset ceiling at end of prior period ...... $ — $ — $ 1 $ 1 Remeasurements Changes in asset ceiling (excluding interest income) ...... — — — — Asset ceiling at end of year ...... $ — $ — $ 1 $ 1 Amounts recognized in the Consolidated Balance

Sheets

Pension assets included in other non-current assets . — — 20 20 Current liabilities ...... — — (2 ) (2) Accrued benefit liability included in other non- current liabilities ...... (44) (122) (141 ) (307) Net amount recognized ...... $ (44) $ (122) $ (123 ) $ (289)

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2017 Defined pension cost The United (IN MILLIONS) Netherlands States Other Total Service cost $ $ $ $ Current service cost ...... 4 — 6 10 Interest cost Interest income...... (12) (9) (13 ) (34) Interest cost ...... 12 15 15 42 Expenses ...... 2 3 2 7 Defined benefit cost included in income statement . $ 6 $ 9 $ 10 $ 25 Remeasurement (recognized in other comprehensive income) Effect of changes in demographic assumptions . $ — (2) (9 ) (11) Effect of changes in financial assumptions ...... (14) 26 3 15 Effect of experience adjustments ...... (12) (4) 4 (12) Return on plan assets ...... (23) (31) (30 ) (84) Changes in asset ceiling ...... — — 1 1 Total remeasurements included in OCI ...... $ (49) $ (11) $ (31 ) $ (91) Total defined benefit costs included in income statement and OCI ...... $ (43) $ (2) $ (21 ) $ (66)

2016 Defined pension cost The United (IN MILLIONS) Netherlands States Other Total Service cost $ $ $ $ Current service cost ...... 3 — 8 11 Past service cost ...... — — (6 ) (6) Loss on settlement ...... — — (1 ) (1) Interest cost Interest income...... (15) (10) (16 ) (41) Interest cost ...... 15 15 18 48 Expenses ...... 2 4 1 7 Defined benefit cost included in income statement . $ 5 $ 9 $ 4 $ 18 Remeasurement (recognized in other comprehensive income) Effect of changes in demographic assumptions . $ 4 — (5 ) (1) Effect of changes in financial assumptions ...... 66 5 84 155 Effect of experience adjustments ...... (10) 1 (5 ) (14) Return on plan assets ...... (31) (8) (22 ) (61) Changes in asset ceiling ...... — — — — Total remeasurements included in OCI ...... $ 29 $ (2) $ 52 $ 79 Total defined benefit costs included in income statement and OCI ...... $ 34 $ 7 $ 56 $ 98

These pension costs are included in personnel costs within the consolidated income statement. The weighted average assumptions underlying the pension computations were as follows:

The weighted average assumptions underlying the pension computations were as follows:

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2017 2016 NL US Other NL US Other Pension benefit obligation: —discount rate 1.9% 3.6% 2.3% 1.8 % 4.2% 2.3% —rate of compensation increase 1.8% — 1.1% 1.8 % — 1.1% —rate of price inflation increase 1.8% — 1.9% 1.8 % — 1.9% Net periodic pension costs: —discount rate 1.8% 4.2% 2.31% 2.4 % 4.4% 3.2% —rate of compensation increase 1.8% — 1.1% 1.8 % — 2.5% — rate of price inflation increase 1.8% — 1.9% 1.8 % — 1.8%

Nielsen’s pension plans’ weighted average asset allocations by asset category are as follows:

Netherlands United States Other Total 2017 2016 2017 2016 2017 2016 2017 2016 At 31 December Equity securities ...... 27% 25% 55% 55% 45 % 34 % 37% 34% Fixed income securities ...... 56% 57% 44% 44% 31 % 37 % 47% 47% Other ...... 17% 18% 1% 1% 24 % 29 % 16% 19% Total ...... 100% 100% 100% 100% 100 % 100 % 100% 100%

No Nielsen shares are held by the pension plans.

The overall target asset allocation among all plans for 2017 was 36% equity securities and 49% long-term interest-earning investments (debt or fixed income securities), and 15% other investments.

Nielsen’s primary objective with regard to the investment of the Pension Plans’ assets is to ensure that in each individual plan, sufficient funds are available to satisfy future benefit obligations. For this purpose, asset and liability management studies are made periodically at each pension fund. For each of the Pension Plans, an appropriate mix is determined on the basis of the outcome of these studies, taking into account the national rules and regulations. Equity securities primarily include investments in U.S. and non U.S. companies. Fixed income securities include corporate bonds of companies from diversified industries and mortgage-backed securities. Other types of investments are primarily insurance contracts.

Equity securities primarily include listed investments in U.S. and non U.S. companies. Fixed income securities include corporate bonds of companies from diversified industries and mortgage-backed securities. Other types of investments are primarily insurance contracts.

Assets at fair value as of 31 December 2017 and 2016 are as follows:

(IN MILLIONS) 31 December 2017 Asset Category Quoted Unquoted Total Cash and equivalents ...... $ 8 $ 7 $ 15 Equity securities – U.S...... 72 26 98 Equity securities – Global...... 310 32 342 Equity securities – non-U.S...... 102 — 102 Real estate...... — 54 54 Corporate bonds ...... 385 7 392 Debt issued by national, state or local government ...... 230 8 238 Liability driven investments ...... — 88 88 Private equity and hedge funds ...... — 60 60 Insurance contracts and other ...... 2 168 170

Total Assets at Fair Value ...... $ 1,109 $ 450 $ 1,559

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(IN MILLIONS) 31 December 2016 Asset Category Quoted Unquoted Total Cash and equivalents ...... $ 19 $ 4 $ 23 Equity securities – U.S...... 64 26 90 Equity securities – Global...... 254 29 283 Equity securities – non-U.S...... 89 — 89 Real estate...... — 45 45 Corporate bonds ...... 376 19 395 Debt issued by national, state or local government ...... 181 2 183 Liability driven investments ...... — 71 71 Private equity and hedge funds ...... — 54 54 Insurance contracts and other ...... 2 130 132

Total Assets at Fair Value ...... $ 985 $ 380 $ 1,365

Contributions to the Pension Plans in 2018 are expected to be approximately $3 million for the Netherlands plan, $9 million for the U.S. plan and $15 million for other plans.

The average duration in years, of our principal Netherlands, US, and other plans at 31 December 2017 was 15, 14, and 16, respectively.

The following is a summary of the impact of changes to key assumptions on the defined benefit obligations for our principal Netherlands, US, and other plans.

The sensitivity figures have been calculated to show the movement in the defined benefit obligation for each assumption change in isolation, and assuming no other changes in market conditions at the accounting date, and may not be representative of the actual change as the changes in assumptions may not occur in isolation.

The United (IN MILLIONS) Netherlands States Other Discount rate Decrease 25 basis points 28 14 28 Increase 25 basis points (27) (13 ) (26) Salary scale Decrease 25 basis points — * (2) Increase 25 basis points — * 3 Pension Increases Decrease 25 basis points (25) * (14) Increase 25 basis points 27 * 18 Life Expectancy Longevity less one year (30) 10 (17) Longevity plus one year 30 (10 ) 17

* Not applicable as participants are no longer accruing a pension benefit related to their service and benefit payments are not subject to increases.

Defined Contribution Plans Nielsen also offers defined contribution plans to certain participants, primarily in the United States. The Company’s expense related to these plans was $53 million and $49 million for the years ended 31 December 2017 and 31 December 2016. In the United States, the Company contributes cash to each employee’s account in an amount up to 3% of compensation (subject to IRS limitations). No contributions are made in shares of the Company’s ordinary shares.

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15. Capital and Reserves Attributable to Nielsen’s Equity Holders Issued, Authorized and fully paid Share capital Issued, authorized and fully paid Ordinary Shares of €0.07 par value:

Year Ended Year Ended 31 December 31 December 2017 2016 (Actual number of shares authorized, issued and fully paid) Shares $ million Shares $ million Beginning of year ...... 357,465,614 $ 32 362,338,369 $ 32 Shares issued through compensation plans ...... 1,578,917 — 3,482,699 — Shares held for share compensation plans ...... 269,284 — (280,339) — Share repurchases ...... (3,368,839) — (8,075,115) — End of year ...... 355,944,976 $ 32 357,465,614 $ 32

Share premium account: this reserve records the consideration premium for shares issued at a value that exceeds their nominal value.

Each share has the right to one vote and is entitled to receive a dividend determined at the general meeting of shareholders in cash.

On January 31, 2013, the Company’s board of directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends in the form of distributions of share premium on its outstanding share capital. The following table represents the cash dividends declared by the Board and paid for the years ended 31 December 2016 and 2017.

Declaration Date Record Date Payment Date Dividend Per Share February 18, 2016 March 3, 2016 March 17, 2016 $0.28 April 19, 2016 June 2, 2016 June 16, 2016 $0.31 July 21, 2016 August 25, 2016 September 8, 2016 $0.31 October 20, 2016 November 22, 2016 December 6, 2016 $ 0.31 February 16, 2017 March 2, 2017 March 16, 2017 $ 0.31 April 24, 2017 June 2, 2017 June 16, 2017 $0.34 July 20, 2017 August 24, 2017 September 7, 2017 $0.34 October 19, 2017 November 21, 2017 December 5, 2017 $ 0.34

The dividend policy and 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 ordinary shares. The primary purposes of the program are to return value to shareholders and to mitigate dilution associated with our equity compensation plans.

Share Repurchase Authorization Board Approval ($ in millions) 25 July 2013 ...... $ 500 23 October 2014 ...... $ 1,000 11 December 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. Shares are redeemed and cancelled when repurchased by the company. This program has been executed within the limitations of the authority granted by Nielsen’s shareholders.

As of 31 December 2017, there have been 37,206,365 shares of our ordianry shares purchased at an average price of $45.74 per share (total consideration of approximately $1,702 million) under this program.

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The activity for the year ended 31 December 2017 consisted of open market share repurchases and is summarized in the following table:

Total Number of Shares Purchased as Dollar Value of Shares Total Number Average Part of Publicly that may yet be of Shares Price Paid Announced Plans Purchased under the Period Purchased per Share or Programs Plans or Programs As of 31 December 2016 ...... 33,837,526 $ 46.16 33,837,526 $ 437,970,016 2017 Activity 1-31 January ...... — $— — $ 437,970,016 1-28 February ...... 564,623$ 45.30 564,623 $ 412,392,848 1-31 March ...... 365,228$ 45.15 365,228 $ 395,903,537 1-30 April ...... —$— — $ 395,903,537 1-31 May ...... 1,020,212 $ 40.65 1,020,212 $ 354,426,944 1-30 June ...... —$— — $ 354,426,944 1-31 July ...... —$— — $ 354,426,944 1-31 August ...... 698,062$ 41.77 698,062 $ 325,268,111 1-30 September ...... 102,461$ 39.25 102,461 $ 321,246,116 1-31 October ...... —$— — $ 321,246,116 1-30 November ...... 221,845 $ 36.26 221,845 $ 313,201,667 1-31 December ...... 396,408 $ 38.05 396,408 $ 298,118,746 Total ...... 37,206,365 $ 45.74 37,206,365

Subsequent Event On 22 February 2018, the Board declared a cash dividend of $0.34 per share on the Company’s ordinary shares. The dividend was paid on 21 March 2018 to shareholders included on the register of members at the close of business on 7 March 2018.

Other Reserves

Cash Currency flow translation hedge (IN MILLIONS) reserve reserve Total Balance, 1 January 2016 ...... $ (787) $ (3) $ (790) Currency translation differences: - Group ...... (91) — (91) Changes in cash flow hedges ...... — 2 2 Balance, 31 December 2016 ...... $ (878) $ (1) $ (879) Currency translation differences: - Group ...... 255 — 255 Changes in cash flow hedges ...... — 11 11 Balance, 31 December 2017 ...... $ (623) $ 10 $ (613)

Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations. Amounts in the table above are presented net of tax.

Cash flow hedge reserve Recorded in the cash flow hedge reserve is the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be an effective hedge. Amounts in the table above are presented net of tax.

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16. Share-Based Compensation Nielsen implemented an equity-based, management compensation plan (“Equity Participation Plan” or “EPP”) to align compensation for certain key executives with the performance of the Company. Under this plan, certain of the Company’s executives may be granted share options, share appreciation rights, restricted share and dividend equivalent rights in the shares of the Company or purchase its shares. In connection with the completion of Nielsen’s initial public offering of ordinary shares on 31 January 2011 (and further amended), the Company implemented the Nielsen 2010 Share Incentive Plan (the “Share Incentive Plan”) and suspended further grants under the EPP. The Share Incentive Plan is the source of new equity-based awards permitting the Company to grant to its key employees, directors and other service providers the following types of awards: incentive share options, non-qualified share options, share appreciation rights, restricted share, restricted share units and other awards valued in whole or in part by reference to shares of Nielsen’s ordinary shares and performance-based awards denominated in shares or cash.

Under the Share Incentive Plan, Nielsen granted 1,000 and 1,643,144 time-based share options to purchase shares during the years ended 31 December 2017 and 2016, respectively. As of 31 December 2017, the total number of shares authorized for award of options or other equity-based awards was 44,095,000 under the Share Incentive Plan. The 2017 and 2016 time-based awards become exercisable over a four-year vesting period at a rate of 25% per year on the anniversary day of the award, and are tied to the executives’ continuing employment. The majority of the 2010 time-based awards become exercisable ratably on the first three anniversaries of the grant date of the award, contingent on continuing employment on each vesting date. In addition, time-based awards granted in 2010 become exercisable over a four-year vesting period tied to the executives’ continuing employment and were fully vested as of 31 December 2013. The 2009, 2008 and 2007 time-based awards became exercisable over a four-year, four-year and five-year vesting period, respectively, and were fully vested as of 31 December 2012. The 2010, 2009 and 2008 performance options are tied to the executives’ continued employment and become vested and exercisable based on the achievement of certain annual EBITDA targets over a four-year vesting period. Both option tranches expire ten years from date of grant. Upon a change in control, any then-unvested time options will fully vest and any then-unvested performance options can vest, subject to certain conditions.

The fair values of the granted time-based awards granted during 2017 and 2016 were estimated using the Black-Scholes option pricing model with the expected volatility based on the Company’s historical volatility.

The following assumptions were used during 2017 and 2016:

Year Ended 31 December 2017 2016 Expected life (years) ...... 4.50% 4.50-5.25% Risk-free interest rate ...... 2.02% 1.19-1.92% Expected dividend yield...... 3.76% 2.29- 2.90% Expected volatility ...... 22.01% 20.02-23.44% Weighted average volatility ...... 20.89% 20.89%

The Company recorded share-based compensation expense of $44 million and $51 million for the years ended 31 December 2017 and 2016, respectively. The tax benefit related to the share compensation expense was $13 million for each of the respective periods.

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Nielsen’s share option plan activity is summarized below:

Weighted- Average Weighted- Remaining Weighted Aggregate Number of Options Average Contractual Average Intrinsic Average Fair (Time Based and Exercise Term in Fair Market Value in Market Value Performance Based) Price Years Value Millions Share Price Share Option Plan activity Outstanding at 31 December 2015 .... 10,549,178 $ 33.96 4.16 $ 7.56 $ 136 Granted ...... 1,643,170 53.99 7.78 Forfeited ...... (577,618) (33.51) 4.40 Exercised ...... (3,456,536) (28.85) 8.33 $ 50.03 Outstanding at 31 December 2016 .. 8,158,168 $ 40.19 4.43 $ 7.50 $ 43 Granted ...... 1,000 36.17 4.70 Forfeited ...... (996,015) (47.59) 7.71 Exercised ...... (1,293,850) (28.13) 7.30 $ 40.10 Outstanding at 31 December 2017 .... 5,869,303 $ 41.58 3.52 $ 7.51 $ 13 Exercisable at 31 December 2017 ... 4,094,127 $ 37.91 2.80 $ 13

As of 31 December 2017, 2016, the weighted-average grant date fair value of the options granted was $4.70, $7.78 respectively, and the aggregate fair value of options vested was $17 million, $12 million, respectively.

The range of outstanding exercise prices for options as of 31 December 2017 is $16.00-$54.05.

At 31 December 2017, there is approximately $5 million of unearned share-based compensation related to share options which the Company expects to record as share-based compensation expense over the next four years. The compensation expense related to the time-based awards is amortized over the term of the award using the graded vesting method.

The intrinsic value of the options exercised during the years ended 31 December 2017 and 2016 was $17 million, $77 million, respectively. For the year ended 31 December 2017, cash proceeds from the exercise of options was $32 million.

Activity of Nielsen’s restricted share units (RSUs) that are ultimately payable in shares of ordinary shares granted under the Share Incentive Plan is summarized below:

Weighted-Average Number of Grant Date RSUs Fair Value RSU activity Nonvested at 31 December 2015 ...... 1,506,767 $ 42.48 Granted ...... 512,676 53.94 Forfeited ...... (104,822) 43.26 Vested ...... (558,228) 39.21 Nonvested at 31 December 2016 ...... 1,356,393 $ 47.69 Granted ...... 1,574,973 36.23 Forfeited ...... (339,292) 46.09 Vested ...... (503,086) 44.62 Nonvested at 31 December 2017 ...... 2,088,988 $ 40.36

With the exception of a limited group of senior executives, the 2017 awards vest at a rate of 6.25% per quarter over the four year period. The 2017 awards for the limited group of senior executives will vest at a rate of 25% per year over four years on the anniversary date of the award. The 2016 awards will vest at a rate of 25% per year over four years on the anniversary date of the award.

On January 31, 2017, Nielsen completed the acquisition of Gracenote and concurrently provided 31,381 replacement restricted share units under Nielsen’s existing Share Incentive Plan. The exchange was accounted for as a modification in accordance with IFRS 2. The aggregate fair value of the replacement awards granted on January 31, 2017 was $2 million, of which $1 million was attributed to post merger service and $1 million was included in purchase price consideration.

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As of 31 December 2017, approximately $49 million of unearned share-based compensation related to unvested RSUs (net of estimated forfeitures) is expected to be recognized over a weighted average period of 3.4 years.

During the years ended 31 December 2017 and 2016, the Company granted 348,885 and 381,576 performance restricted share units, respectively, representing the target number of performance restricted share subject to the award. The weighted average grant date fair value of the awards in 2017 and 2016 were $44.46 and $45.37 per share. For the performance restricted share units granted in 2017, the total number of performance restricted share units to be earned is subject to achievement of cumulative performance goals for the three year period ending 31 December 2019. For the performance restricted share units granted in 2016, the total number of performance restricted share units to be earned is subject to achievement of cumulative performance goals for the three year period ending 31 December 2018. Forty percent of the target award will be determined based on the Company’s relative total shareholder return and sixty percent of the target award will be determined based on free cash flow achievements. The maximum payout is 200% of target. The fair value of the target award related to free cash flow was the fair value on the date of the grant, and the fair value of the target awards related to relative shareholder return was based on the Monte Carlo model. As of 31 December 2017, there is approximately $13 million of unearned share-based compensation related to unvested performance restricted share (net of estimated forfeitures). The compensation expense is amortized over the term of the award, which is 3 years after the grant date.

During the year ended 31 December 2017 and 2016, the Company granted 0 and 66,581 bonus restricted share units in lieu of a portion of the cash bonus due to certain executives. The awards vest at 50% on the first and second anniversary day of the award. The weighted average grant date fair value of the awards in 2017 and 2016 was $0 and $47.85 per share. As of 31 December 2017, there is approximately $0 million of unearned share-based compensation expense related to unvested bonus restricted share units (net of estimated forfeitures). The compensation expense is amortized over the requisite service periods of two and three years.

In 2016, the Company implemented the Nielsen Holdings plc 2016 Employee Share Purchase Plan (the ESPP) and 2,000,000 shares were authorized for issuance under the ESPP. There were 159,279 shares issued under the ESPP in 2017.

17. Income Taxes Nielsen provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.

The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

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The $58 million net expense represents what Nielsen believes is a reasonable estimate of the impact of the income tax effects of the TCJ Act on Nielsen’s Consolidated Financial Statements as of December 31, 2017, as a best estimate based on current available information. In light of the complexity of the TCJ Act, Nielsen anticipates additional interpretive guidance from the U.S. Treasury. In addition, once the Company finalizes certain tax positions when it files its 2017 U.S. tax return it will be able to conclude whether any further adjustments are required to its deferred tax balances in the U.S., as well as to the total liability associated with the one-time mandatory tax. Any adjustments to these amounts will be reported as a component of the Provision for Income Taxes during the reporting period in which any such adjustments are determined, all of which will be reported no later than the fourth quarter of 2018.

The income tax expense on profit before tax from continuing operations amounted to $339 million and $338million for the year ended 31 December 2017 and for the year ended 31 December 2016, respectively. The major components of the income tax expense (benefit) for those periods are:

31 December 31 December (IN MILLIONS) 2017 2016 Current income tax expense: Current income tax charge ...... $ 226 $ 232 Deferred income tax expense: Relating to origination and reversal of temporary differences ...... 113 106 Income tax expense ...... $ 339 $ 338

The aggregate current and deferred tax relating to items that are credited to equity and accumulated other comprehensive income are:

31 December 31 December (IN MILLIONS) 2017 2016 Credited to equity Related to share-based compensation and other ...... 6 (45) $ 6 $ (45)

A reconciliation between the effective tax rate and domestic statutory tax rate is as follows:

31 December 31 December (IN MILLIONS) 2017 2016 Profit from continuing operations before income taxes and share of profit of associates and joint ventures ...... $ 782 $ 818 UK Statutory tax rate % ...... 19.25% 20.0% Provision for income taxes at the UK statutory rate ...... 151 164 Effect of operations in non-UK jurisdictions ...... 32 74 U.S. state and local taxation ...... 23 30 Tax impact due to US Tax Reform 58 — Tax impact on global licensing arrangements 66 74 Effect of global financing activities ...... (68) (71) Change of estimates for contingent tax matters ...... 40 (9) Effect of change in deferred tax rates ...... 7 1 Recognition of losses and other temp differences in current period ...... (8) (29) Tax Impact on distribution to foreign subsidiaries ...... 8 24 Withholding and other taxation ...... 39 39 Equity Compensation 9 6 Other ...... (18) 35 Total expense for income taxes ...... 339 338 Effective tax rate from continuing operations (in %) ...... 43.4 41.3

Nielsen’s future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where Nielsen has lower statutory rates and higher than anticipated in countries where Nielsen has higher statutory rates, by changes in the valuation of Nielsen’s deferred tax assets, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

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Realization of deferred tax assets is based, in part, on Nielsen’s judgment and various factors including reversal of deferred tax liabilities, Nielsen’s ability to generate future taxable income in jurisdictions where such assets have arisen and potential tax planning strategies. Based upon the level of historical taxable income, projections of future taxable income over the periods in which the deferred tax assets are deductible, considering the impact of tax reform, the Company believes it is probable that it will not realize $362M on interested disallowance carryforward, along with a portion of the benefits of the unused tax losses, credits, and deductible differences.

Deferred tax asset (liability) movements during the period for the year ended 31 December 2017 and for the year ended 31 December 2016 are as follows:

31 December 31 December (IN MILLIONS) 2017 2016 Net deferred tax assets (liabilities):

Beginning of the period ...... $ (1,114) $ (952) Acquisitions ...... (104) (35) Recognized in income ...... (93) (84) Recognized in equity (1) ...... 6 (45) Other ...... (9) 2 End of the period ...... $ (1,314) $ (1,114)

(1) Including currency translation effects.

The deferred tax assets (liabilities) relate to the following balance sheet captions:

31 December 31 December (IN MILLIONS) 2017 2016 Deferred tax assets (liabilities): Intangible assets ...... $ (1,204) $ (1,637 ) Computer software ...... (149) (301 ) Net operating loss carry forwards ...... 95 79 Interest expense limitation ...... — 654 Deferred revenues / costs ...... — (11 ) Employee benefits ...... 65 87 Accrued expenses ...... 52 53 Tax credit carryforwards ...... 72 130 Unrealized Gain on Investment ...... (50) (73 ) Unremitted Earnings ...... (172) Fixed assets Depreciation ...... (1) (43 ) Stock-based payments ...... 10 33 Other ...... (32) (85 ) Net deferred tax assets (liabilities) ...... $ (1,314) $ (1,114 )

The net deferred income tax liability is presented in the balance sheet as follows:

31 December 31 December (IN MILLIONS) 2017 2016 Deferred tax assets ...... $ 172 $ 118 Deferred tax liabilities ...... (1,486) (1,232 ) Deferred income taxes ...... $ (1,314) $ (1,114 )

At 31 December 2017 and 2016, the Company had net operating loss carryforwards of approximately $947 million and $788 million, respectively, which began to expire in 2018. In addition, the Company had tax credit carryforwards of approximately $72 million and $130 million at 31 December 2017 and 2016, respectively. The Company currently believes it is more likely than not that a portion of these losses will not be realized.

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Other than as described above, the Company generally does not provide for taxes related to its undistributed earnings and the excess of the book value of its investment in non-U.S. subsidiaries over the corresponding tax basis (“basis differences”) because such earnings and basis differences totaling $3.4 billion would either not be taxable when remitted or are considered to be indefinitely reinvested.

Under its existing accounting policies, the Company establishes liabilities for possible assessments by taxing authorities resulting from known income tax exposures including, but not limited to, inter-company transfer pricing, and various other income tax matters. Such amounts represent a reasonable provision for income taxes ultimately expected to be paid. The amounts recognized for these income tax uncertainties may be adjusted as more information becomes available in future periods.

18. Related Party Transactions Related Party Transactions with Subsidiaries, Associates and key management personnel As of 31 December 2017 and 2016, Nielsen had investments in associates of $15 million and $16 million, respectively.

Obligations between Nielsen and its associates are regularly settled in cash in the ordinary course of business. Nielsen had net receivables from its associates of approximately $3 million and $2 million for the year ended 31 December 2017 and 2016, respectively.

Compensation of key management personnel See the Directors’ remuneration report in this Annual Report for details relating to key management personnel compensation. The directors of the company are considered to be key management personnel. Taxable benefits paid to key management personnel include but are not limited to financial planning and annual health exam reimbursements, healthcare benefits, 401(k) employer matching contribution, relocation assistance and Company paid life insurance benefits. Share based payments for the year ended 31 December 2017 for Nielsen’s key management personnel was $6 million (2016: $6 million). The gain on exercised share options for the years ended 31 December 2017 and 2016 for Nielsen’s key management personnel was $1 million and $2 million, respectively.

19. Commitments and Contingencies Leases and Other Contractual Arrangements In October 2017, Nielsen amended and restated in its entirety, its Amended and Restated Master Services Agreement, dated as of 1 October 2007, with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”) (as amended prior to the Second Amendment and Restatement, the “Prior Agreement”) by entering into a Second Amended and Restated Master Services Agreement (the “Agreement”), dated as of 1 October 2017 and effective as of 1 January 2017 (the “Effective Date”), with TCS. The term of the Agreement has been extended for an additional five years, so as to expire on 31 December 2025, with three one- year renewal options granted to Nielsen. Nielsen has committed to purchase services from TCS from the Effective Date through the remaining term of the Agreement (the “Minimum Commitment”) in the amount of $2.25 billion, including a commitment to purchase at least $320 million in services per year from 2017 through 2020, $186 million in services per year from 2021 through 2024, and $139.5 million in services in 2025 (in each of the foregoing cases, the “Annual Commitment”). Nielsen met the Minimum Commitment in 2017. In connection with the entry into the Agreement, the parties have agreed to terminate the separate Global Infrastructure Services Agreement between them as of the Effective Date and include the services provided thereunder in one or more Statements of Work (“SOWs”) arising under the Agreement. TCS’s charges under such SOWs will continue to be credited against the Minimum Commitment and the Annual Commitment. TCS globally provides Nielsen with professional services relating to information technology (including application development and maintenance), business process outsourcing, client service knowledge process outsourcing, management sciences, analytics, and financial planning. As Nielsen orders specific services under the Agreement, the parties will execute SOWs describing the specific scope of the services to be performed by TCS. The amount of the Minimum Commitment and the Annual Commitment may be reduced on the occurrence of certain events, some of which also provide Nielsen with the right to terminate the Agreement or SOWs, as applicable.

Nielsen has also entered into operating leases and other contractual obligations to secure real estate facilities, agreements to purchase data processing services and leases of computers and other equipment used in the ordinary course of business and various outsourcing contracts. These agreements are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.

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The amounts presented below represent the minimum annual payments under Nielsen’s purchase obligations that have initial or remaining non-cancelable terms in excess of one year. These purchase obligations include data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.

For the Years Ending 31 December (IN MILLIONS) 2018 2019 2020 2021 2022 Thereafter Total Operating leases ...... $ 99 $ 79 $ 62 $ 46 $ 35 $ 132 $ 453 Other contractual obligations(a) ...... 589 472 440 206 201 582 2,490

Total ...... $ 688 $ 551 $ 502 $ 252 $ 236 $ 714 $ 2,943

(a) Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. Nielsen generally requires purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing. Nielsen’s remaining commitments as of 31 December 2017, under the outsourced services agreement with TCS have been included above based on the Annual Commitment minimum required payments.

Total expenses incurred under operating leases were $96 million and $79 million for the years ended 31 December 2017 and 2016, respectively. Nielsen recognized rental income received under subleases of $6 million and $8 million for the years ended 31 December 2017 and 2016, respectively. At 31 December 2017, Nielsen had aggregate future proceeds to be received under non- cancelable subleases of $12 million.

Nielsen also has minimum commitments under non-cancelable Finance leases. See Note 11 “Long-term Debt and Other Financing Arrangements” for further discussion.

Guarantees and Other Contingent Commitments At 31 December 2017, Nielsen was committed under the following significant guarantee arrangements:

Letters of credit Letters of credit issued and outstanding amount to $13 million and $6 million at 31 December 2017 and 2016, respectively.

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

20. 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. Reportable operating segments is consistent with the basis and manner in which Nielsen’s chief operating decision maker (“CODM”) uses financial information for the purpose of allocating resources and evaluating performance. Management aggregates such operating segments into two reporting segments: what consumers buy, consisting principally of market research information and analytical services and what consumers watch and listen to, consisting principally of television, radio, online and mobile audience and advertising measurement services and corresponding analytics.

Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, 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.

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Financial information used by the CODM for the purpose of allocating resources and evaluating performance is reported in the Nielsen Holdings plc Consolidated Financial Statements as reported on Form 10K, which is prepared in accordance with US GAAP. Given the nature and structure of the business, no IFRS financial information is prepared at a segment level. Adjustments are prepared at a consolidated level only and no IFRS financial information is used by the CODM for the purpose of allocating resources and evaluating performance. Amounts presented below are prepared in accordance with US GAAP. Unless otherwise stated the amounts given below are materially consistent under both US GAAP and IFRS preparation bases.

Corporate and (IN MILLIONS) Buy Watch eliminations Total Financial performance Revenues 2017 ...... $ 3,231 $ 3,341 $ — $ 6,572 2016 ...... $ 3,322 $ 2,987 $ — $ 6,309 Business segment income/(loss) (1) 2017 ...... $ 587 $ 1,485 $ (37) $ 2,035 2016 ...... $ 623 $ 1,352 $ (37) $ 1,938 Depreciation and amortization expenses 2017 ...... $ (210) $ (425) $ (5) $ (640) 2016 ...... $ (212) $ (387) $ (4) $ (603) Restructuring charges 2017 ...... 42 15 23 $ 80 2016 ...... 61 18 26 $ 105 Share based payment 2017 ...... $ 13 $ 12 $ 20 $ 45 2016 ...... $ 16 $ 10 $ 25 $ 51 Other items (2) 2017 ...... $ — $ — 45 $ 45 2016 ...... $ 3 $ 2 31 $ 36 Operating income/(loss) 2017 ...... $ 322 $ 1,033 $ (130) $ 1,225 2016 ...... $ 331 $ 935 $ (123) $ 1,143 Financial position Capital expenditures 2017 ...... $ 272 $ 211 $ 6 $ 489 2016 ...... $ 196 $ 227 $ 10 $ 433 Total assets 2017 ...... $ 6,892 $ 9,911 $ 93 $ 16,866 2016 ...... $ 6,697 $ 8,905 $ 128 $ 15,730

There are no differences between Revenue and Capital Expenditure amounts presented under US GAAP and IFRS.

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Reconciliation of to profit before tax:

2017 2016 US GAAP Operating income measure ...... $ 1,225 $ 1,143 Adjustments arising due to differences in accounting treatment (3) ...... (45) 2 Interest income ...... 4 4 Interest expense ...... (374) (333) Foreign currency exchange transactions losses, net ...... (10) (6) Other (expense)/income, net ...... (17) 8 IFRS Profit before tax measure...... $ 783 $ 818

Reconciliation of Total Assets:

2017 2016 US GAAP measure ...... $ 16,866 $ 15,730 Adjustments arising due to differences in accounting treatment(4) ...... 459 439 IFRS Measure ...... $ 17,325 $ 16,169

(1) 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. (2) For the year ended 31 December 2016, other items consist primarily of business optimization costs. (3) Differences in the accounting treatment of restructuring provisions between IFRS and USGAAP standards give rise to total differences of $(19) million in the restructuring charges presented in the current period (2016: $19 million). Differences in the accounting treatment of pension expense give rise to total differences of $(23) million in the pension expense presented in the current period (2016: $(19) million). Differences in the accounting treatment of sales/lease back give rise to total differences of $(2) million in the pension expense presented in the current period (2016: $2 million). Remaining differences in accounting treatments are not considered to be material, both individually and in aggregate. (4) Differences in accounting treatment of goodwill and intangibles between IFRS and USGAAP standards prior to the recodification and alignment of IFRS and US GAAP standards in 2009 give rise to a $410 million adjustment to total assets in the current period (2016: $403 million). Adjustments arising from differences in income tax standards, give rise to a difference of $44 million (2016: $34 million). Remaining differences in accounting treatments are not considered to be material, both individually and in aggregate.

Geographic Information

(IN MILLIONS) Revenues(1) Net Assets 2017 United States ...... $ 3,730 $ 3,073 North and South America, excluding the United States ... 595 1,123 United Kingdom ...... 194 160 Other Europe, Middle East & Africa ...... 1,188 (223 ) Asia Pacific ...... 865 719 Total ...... $ 6,572 $ 4,852

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(IN MILLIONS) Revenues(1) Net Assets 2016 United States ...... $ 3,626 $ 2,773 North and South America, excluding the United States ...... 605 1,081 United Kingdom ...... 198 66 Other Europe, Middle East & Africa ...... 1,089 112 Asia Pacific ...... 791 658 Total ...... $ 6,309 $ 4,690

(1) Revenues are attributed to geographic areas based on the location of customers.

21. Additional Financial Information Personnel costs

(IN MILLIONS) 2017 2016

Wages and salaries ...... $ 2,001 $ 1,872 Pension...... 46 39 Payroll taxes ...... 168 155 Other employee benefits ...... 152 187

Other personnel costs(1) ...... 318 267 Total personnel costs ...... $ 2,685 $ 2,520

(1) Other includes multiple items, none of which are individually significant

Interest Expense

(IN MILLIONS) 2017 2016 Interest expense relates to the following: Senior secured credit facilities ...... $ 131 $ 111 Debenture loans ...... 215 190 Finance leases and other ...... 18 17 Revolving credit facility ...... 5 8 Interest rate swaps ...... 5 7 Total interest expense ...... $ 374 $ 333

Other (expense)/income, net

(IN MILLIONS) 2017 2016

Other (expense)/income net (1) (2) ...... $ (17) $ 8

(1) Other expense, net of $17 million for the year ended December 31, 2017 is primarily related to the finalization of working capital adjustments and other matters associated with finalization of disposals.

(2) Other income, net of $8 million for the year ended 31 December 2016 is primarily related to the gain of $14 million on the disposal of Claritas partially offset by the loss of $4 million related to certain costs incurred in connection with the B-3 term- loan refinancing.

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Cash and cash equivalents

(IN MILLIONS) 2017 2016

Cash ...... $ 656 $ 754 Cash in transit ...... — — Cash and cash equivalents ...... $ 656 $ 754

Other current assets

(IN MILLIONS) 2017 2016

Prepaid expenses ...... $ 200 $ 161 Income tax receivable ...... 73 53

Other current assets(1) ...... 42 35 Total other current assets ...... $ 315 $ 249

(2) Other includes multiple items, none of which are individually significant

Other non-current assets For the years ended 31 December 2017 and 2016, other non-current assets of $193 million and $171 million include multiple items, none of which are individually significant.

Other non-current liabilities

(IN MILLIONS) 2017 2016

Defined benefit pension ...... $ 284 $ 341

Non-current tax payable(1) ...... 504 465

Other non-current liabilities(2) ...... 89 77 Total other non-current liabilities ...... $ 877 $ 883

(1) See Note 17 “Income Taxes” for further detail. (2) Other includes multiple items, none of which are individually significant.

Average number of employees The average monthly number of employees during the year was made up as follows:

(in thousands) 2017 2016

Client Service ...... 13 12 Operations ...... 29 29 Administration ...... 2 2 Total employees ...... 44 43

Audit and Non-Audit Fees In connection with the audit of the Company’s annual financial statements for the year ended 31 December 2017, we entered into an agreement with Ernst & Young LLP (“Ernst & Young”) which sets forth the terms by which Ernst & Young performed audit services for the Company.

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The following table presents fees for professional services rendered by Ernst & Young for the audit of our financial statements for the years ended 31 December 2017 and 2016 and fees billed for other services rendered by Ernst & Young for those years:

Year Ended Year Ended December 31, December 31, (In millions) 2017 2016 Audit of company ...... $ 4.0 $ 4.1 Audit of subsidiaries ...... 3.9 4.0 Total audit ...... $ 7.9 $ 8.1 Audit related assurance services ...... 0.7 0.3 Other assurance services ...... 0.3 0.2 Tax compliance services ...... 0.3 0.4 Tax advisory services ...... 0.1 0.2 Total non-audit services ...... $ 1.4 $ 1.1 Total: ...... $ 9.3 $ 9.2

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Company Financial Statements of Nielsen Holdings plc Balance Sheet

31 December Note (IN MILLIONS) 2017 2016 Assets: Non-current assets 4 Investment in subsidiary ...... $ 4,622 $ 4,515 5 Loans outstanding from subsidiary ...... 25 25 Other non-current assets ...... 1 2 Total non-current assets ...... 4,648 4,542 Current assets Receivable from associated companies ...... 4 2 Cash and cash equivalents ...... 2 5 Total current assets ...... 6 7 Total assets ...... $ 4,654 $ 4,549 Equity and liabilities: 6 Shareholders’ equity: Share capital ...... $ 32 $ 32 Share premium ...... 134 113 Retained earnings ...... 4,488 4,354 Total shareholders’ equity ...... 4,654 4,499 Non-current liabilities Other non-current liabilities ...... $ — $ 2 Current liabilities Intercompany payables ...... — 48 Total liabilities ...... — 50 Total equity and liabilities ...... $ 4,654 $ 4,549

As the Company is included in the consolidated financial statements, made up to 31 December each year, it has elected not to present a separate income statement as provided by Section 408 of the Companies Act 2006. The Company’s profit was $433 million and $475 million for the year ended 31 December 2017 and 2016, respectively.

The Board approved the financial statements set out on pages 132 to 138 on 21 March 2018

For and on behalf of the Board

/s/ DWIGHT M. BARNS Dwight M. Barns

Chief Executive Officer/Director

23 March 2018

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Statement of Cash Flows

(IN MILLIONS) 31 December 2017 31 December 2016 Net cash provided by operating activities...... $ (1) $ (5) Net cash provided by investing activities ...... $ — $ — Financing Activities: Cash dividends paid to shareholders ...... (474) (434) Repurchase of ordinary shares ...... (140) (418) Settlement of intercompany and other financing activities ...... 612 861 Net cash provided by financing activities...... (2) 9 Net decrease in cash and cash equivalents...... (3) 4 Cash and cash equivalents, beginning of period...... 5 1 Cash and cash equivalents, end of period ...... $ 2 $ 5

Statement of Changes in Equity See Note 15 to the consolidated financial statements for additional information.

Capital and Reserves Attributable t o Nielsen Holdings plc Controlling Share Share Retained Equity Holde (IN MILLIONS) Capital Premium Earnings rs Balance as of 31 December 2015 ...... $ 32 $ 35 $ 4,842 $ 4,909 Profit for the year ...... — — 475 475 Other comprehensive loss ...... — — (158 (158) Total comprehensive income for the year ...... — — 317 317 Deferred tax on share options ...... — — 1 1 Acquisition/disposal of an interest in a consolidated subsidiary ...... — — (5 ) (5) Exercise of share options — 78 — 7 8 Repurchase of shares ...... — — (418 (418) Dividends to shareholders ...... — — (434 (434) Share-based payment ...... — — 51 51 Balance as of 31 December 2016 ...... $ 32 $ 113 $ 4,354 $ 4,499 Profit for the year ...... — — 433 433 Other comprehensive gain ...... — — 281 281 Total comprehensive income for the year ...... — — 714 714 Deferred tax on share options ...... — — (4 ) (4) Employee share purchase plan ...... — — 6 6 Acquisition/disposal of an interest in a consolidated subsidiary ...... — — (12 ) (12) Exercise of share options — 21 — 21 Dividends to shareholders ...... — — (474 ) (474) Repurchase of shares ...... — — (140 ) (140) Share-based payment ...... — — 44 44 Balance as of 31 December 2017 ...... $ 32 $ 134 $ 4,488 $ 4,654

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Notes to the Financial Statements 1. Basis of Presentation The Company is incorporated in England as a public limited company and its registered office is located at A C Nielsen House London Road Oxfordshire, OX3 9RX, United Kingdom.

These Company financial statements and related notes of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.

The financial statements and related notes have been prepared and presented in millions of US Dollars, being the Company’s functional currency.

The Company has no employees and the directors did not receive any emoluments from the Company for their qualifying services.

Consolidated financial statements Foreign currencies Transactions denominated in foreign currencies are translated at the rate applicable at the transaction date. Monetary assets and liabilities denominated in foreign currencies are recorded at the rate applicable at the accounting date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as a foreign exchange gain or loss in the profit and loss account.

Going Concern The financial statements have been prepared on the going concern basis in accordance with applicable accounting standards in the United Kingdom.

The Company is the ultimate parent undertaking of a group (“Nielsen Group”) engaged in global performance management providing its customers with comprehensive intelligence of what consumers watch and what they buy and how those choices intersect.

The Group is very profitable, cash generative and the Company has been and will be funded by loans from subsidiary undertakings and the remittance of dividends from subsidiary undertakings.

As a consequence, the directors believe the company is well placed to manage its business risks successfully and the directors believe it is appropriate to adopt the going concern basis in preparing these financial statements.

Dividends Dividends are recorded in the year when approved and declared. Dividends to shareholders for the year ended 31 December 2017 were $474 million as shown in the Statement of Changes in Equity and relates to the dividends declared by Nielsen N.V.

Interest Interest is recognized in the period in which it is incurred or earned at the applicable interest rate.

Related party transactions The Company enters into certain transactions with its subsidiaries through the normal course of operations and periodically settles these transactions in cash. On 31 December 2017 and 2016, the Company had a $25 million loan receivable from subsidiaries associated with financing transactions.

Investments in subsidiaries Investments in subsidiary undertakings are accounted for under the equity method, less any provision for impairment. Annually, the directors consider whether any events or circumstances have occurred which indicate that the carrying value of these investments may not be recoverable. If such circumstances do exist, a full impairment review is undertaken to establish whether the carrying amount exceeds the higher of net realizable value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying value of the related investments.

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Revenue The Company did not trade during the year and thus there is no revenue.

2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial information requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities as well as disclosure of contingent assets and liabilities at the date of the financial information and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the company financial statements are disclosed in Note 4 in the consolidated financial statements.

Loans from subsidiaries Borrowings are recognized initially at fair value. Borrowings are subsequently stated at amortized cost plus accrued interest.

Dividends Dividends are recorded as a liability in the period in which they are approved.

Investment in subsidiaries Investments in subsidiary are accounted for under the equity method, less any provision for impairment. Annually, the directors consider whether any events or circumstances have occurred which indicate that the carrying value of these investments may not be recoverable. If such circumstances do exist, a full impairment review is undertaken to establish whether the carrying amount exceeds the higher of net realizable value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying value of the related investments.

3. Related Party Transactions The Company enters into certain transactions with its subsidiaries through the normal course of operations and periodically settles these transactions in cash. On 31 December 2017 and 2016, the Company had a $25 million loan receivable from subsidiaries associated with financing transactions.

4. Investment in subsidiary

(IN MILLIONS) Balance at 31 December 2015 ...... $ 5,269 Equity interests from direct and indirect investments in subsidiary ...... 396 Dividends ...... (1,150) Balance at 31 December 2016 ...... $ 4,515 Equity interests from direct and indirect investments in subsidiary ...... 732 Dividends ...... (625) Balance at 31 December 2017 ...... $ 4,622

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5. Loans receivable from subsidiary

(IN MILLIONS) Balance at 31 December 2015 ...... $ — Changes in loans during the period ...... 25 Balance at 31 December 2016 ...... $ 25 Changes in loans during the period ...... — Balance at 31 December 2017 ...... $ 25

6. Shareholders’ Equity Authorized, Issued and Fully Paid

December 31, (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) 2017 2016 Ordinary shares, € 0.07 par value, 1,185,800,000 shares authorized; 355,956,031 and $357,745,953 shares issued; and 355,944,976 and $357,465,614 shares outstanding at 31 December 2017 and 2016, respectively ...... $32 $ 32 Total share capital ...... $ 32 $ 32

Ordinary share activity is as follows:

(Actual number of shares of ordinary shares outstanding) 31 December 2015 ...... 362,338,369 Shares of ordinary shares issued through compensation plans ..... 3,482,699 Shares held for share compensation plans ...... (280,339) Repurchases of ordinary shares ...... (8,075,115 31 December 2016 ...... 357,465,614) Shares of ordinary shares issued through compensation plans ..... 1,578,917 Shares held for share compensation plans ...... 269,284 Repurchases of ordinary shares ...... (3,368,839) 31 December 2017 ...... 355,944,976

In connection with the Merger in 2015, the Company issued 364,505,424 ordinary shares of €0.07 each to persons who were, immediately prior to the completion of the Merger, shareholders of Nielsen N.V. in exchange for the ordinary shares they held in Nielsen N.V., which were then cancelled pursuant to the Merger.

As a result of the Merger, the consideration paid for Nielsen ordinary shares, including any incremental directly attributable costs, is recorded as a deduction from shareholders’ equity. When such shares are sold, any consideration received, net of any directly attributable costs, is recorded within shareholders’ equity. Thus, all cumulative shares of Nielsen treasury share have been cancelled and included within Nielsen’s share capital.

On 31 January 2013, the Company’s Board of Directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding ordinary shares. The following table represents the cash dividends declared by the Board and paid for the years ended 31 December 2016 and 2017, respectively.

Declaration Date Record Date Payment Date Dividend Per Share Declaration Date February 18, 2016 March 3, 2016 March 17, 2016 $ February 18, 2016 April 19, 2016 June 2, 2016 June 16, 2016 $ April 19, 2016 July 21, 2016 August 25, 2016 September 8, 2016 $ July 21, 2016 October 20, 2016 November 22, 2016 December 6, 2016 $ October 20, 2016 February 16, 2017 March 2, 2017 March 16, 2017 $ February 16, 2017 April 24, 2017 June 2, 2017 June 16, 2017 $ April 24, 2017 July 20, 2017 August 24, 2017 September 7, 2017 $ July 20, 2017 October 19, 2017 November 21, 2017 December 5, 2017 $ October 19, 2017

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

The activity for the year ended 31 December 2017 consisted of open market share repurchases and is summarized in the following table:

Total Number of Shares Purchased as Dollar Value of Shares Total Number Average Part of Publicly that may yet be of Shares Price Paid Announced Plans Purchased under the Period Purchased per Share or Programs Plans or Programs As of 31 December 2016 ...... 33,837,526 $ 46.16 33,837,526 $ 437,970,016 2017 Activity 1-31 January ...... — $ — — $ 437,970,016 1-28 February ...... 564,623 $ 45.30 564,623 $ 412,392,848 1-31 March ...... 365,228 $ 45.15 365,228 $ 395,903,537 1-30 April ...... — $ — — $ 395,903,537 1-31 May ...... 1,020,212 $ 40.65 1,020,212 $ 354,426,944 1-30 June ...... — $ — — $ 354,426,944 1-31 July ...... — $ — — $ 354,426,944 1-31 August ...... 698,062 $ 41.77 698,062 $ 325,268,111 1-30 September ...... 102,461 $ 39.25 102,461 $ 321,246,116 1-31 October ...... — $ — — $ 321,246,116 1-30 November ...... 221,845 $ 36.26 221,845 $ 313,201,667 1-31 December ...... 396,408 $ 38.05 396,408 $ 298,118,746 Total ...... 37,206,365 $ 45.74 37,206,365

7. Notes to the Income Statement Nielsen Holdings plc’s income statement reflects net profit from subsidiaries, and financial income and expense.

8. Audit fees

31 December (IN THOUSANDS) 2017 2016 Company Audit fees ...... $ 50 $ 50

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9. Employees Nielsen Holdings plc and its subsidiaries have approximately 46,000 and 43,000 employees worldwide which are predominantly outside the UK as of the year ended 31 December 2017 and 2016, respectively.

(IN THOUSANDS) 2017 2016 U.S. and Canada ...... 11 11 Latin America ...... 7 7 Europe, Middle East and Africa...... 13 11 Asia Pacific ...... 15 14 46 43

Please refer to the Report on directors’ remuneration and Note 18 “Related Parties Transactions” to the consolidated financial statements for disclosures relating to the emoluments, share incentives and long term incentive interests and pensions of the directors.

10. Guarantees Nielsen Holdings plc guarantees the following:

The Senior Notes (as referred to under Note 10 of the consolidated financial statements) are jointly and severally guaranteed on an unconditional basis by Nielsen and subject to certain exceptions, each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., TNC (US) Holdings, Inc., VNU Marketing Information, Inc. and ACN Holdings, Inc., and the wholly-owned subsidiaries thereof, including the wholly-owned U.S. subsidiaries of ACN Holdings, Inc., in each case to the extent that such entities provide a guarantee under the senior secured credit facilities.

11. Directors’ Remuneration Directors remuneration is borne by a fellow subsidiary undertaking. The directors do not believe it is practicable to apportion this amount between their services as directors of the Company and their services as directors of the fellow subsidiaries and associated undertakings. See Directors’ Remuneration Report for the relevant disclosures in relation to directors’ remuneration for the financial year ended 31 December 2017.

12. Events after the balance sheet date On 22 February 2018, the Board declared a cash dividend of $0.34 per share on the Company’s ordinary shares. The dividend is payable on 21 March 2018 to shareholders included on the register of members at the close of business on 7 March 2018.

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Nielsen Holdings plc full list of Subsidiaries, Equity and Costs Investments as of 31 December 2016

Country of Registered Company Office Registered City Shareholder Purpose %

ACNielsen AMER Algeria Algeria Cheraga AMER Research Limited Marketing Research 100 EURL

AGB America S.A. Anguilla The Valley AGB Nielsen Media Research B.V. Marketing Research 100

Gracenote Argentina S.R.L. Argentina Buenos Aires Gracenote Media Services, LLC Marketing Research 90 Gracenote South America Holdco, 10 LLC

The Nielsen Company South Argentina Buenos Aires Nielsen Sub Holding Company Marketing Research 52.91 America S.R.L. ACNielsen Company of Canada 47.09

ACNielsen Research Pty Australia Sydney The Nielsen Company (Australia) Marketing Research 100 Limited Pty. Ltd.

Decisions Made Easy Pty. Ltd. Australia Sydney The Nielsen Company (Holdings) Marketing Research 100 Pty. Limited

HWW Pty Ltd Australia Sydney Gracenote Media Services, LLC Marketing Research 100

NetRatings Australia Pty. Ltd. Australia Sydney The Nielsen Company (Holdings) Marketing Research 100 Pty. Limited

Nielsen Television Audience Australia Sydney AGB Nielsen Media Research Marketing Research 100 Measurement Pty. Ltd. TAM Holding B.V.

Nielsen Sports Pty Ltd. Australia Rosebery RSMG Insights Coöoperatief U.A. Marketing Research 100

Repucom International Pty Ltd Australia Rosebery RSMG Insights Coöoperatief U.A. Marketing Research 100

Repucom Investments Pty Ltd Australia North Sydney Repucom International Pty Ltd Marketing Research 100

The Nielsen Company Australia Macquarie The Nielsen Company (Holdings) Marketing Research 100 (Australia) Pty. Ltd. Pty. Limited

The Nielsen Company Australia Sydney Nielsen Sub Holding Company Holding Company 100 (Holdings) Pty. Limited

A.C. Nielsen Gesellschaft Austria Vienna ACNielsen (Nederland) B.V. Marketing Research 100 m.b.H.

The Nielsen Company Bangladesh Partha Rakshit Nielsen (India) Private Limited Marketing Research 100 (Bangladesh) Ltd.

ACNielsen Bel Belarus Minsk ACNielsen Cyprus Limited Marketing Research 100

A.C. Nielsen Company & Co Belgium Brussels VNU International B.V. Marketing Research 99.97257 SA TNC Europe B.V. 0.02743

Nielsen Sports Belgium SA Belgium Brussels Repucom France Sàrl Marketing Research 99.7 Nielsen Sports UK and Ireland 0.3 Limited

The Nielsen Company Belgium Brussels ACNielsen Holdings Limited Marketing Research 99.9919 (Belgium) SPRL The Nielsen Company (Denmark) 0.0081 ApS

Empresa de Servicios Bolivia Santa Cruz VNU International B.V. Marketing Research 99.8 ACNielsen S.A. Jorge Venegas Soliz (third party) 0.1 Iver Lawrence von Borries 0.1 Antezana (third party)

A.C. Nielsen do Brasil Ltda. Brazil Sao Paulo Art Holding (Brazil) C.V. Marketing Research 99.988082 Nielsen Holdings, L.L.C. 0.01191762

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Country of Registered Company Office Registered City Shareholder Purpose %

Gracenote Brasil Brazil Sao Paulo Gracenote Media Services, LLC Marketing Research 95.48 Metainformacao Limitada Gracenote South America Holdco, 4.52 LLC

Nexium Customer do Brasil Brazil Sao Paulo A.C. Nielsen Company, S.L. Marketing Research 99.99861 Ltda. TNC Europe B.V. 0.00139

Nielsen eRatings.com do Brasil Brazil Cotia Nielsen Digital Solutions Marketing Research 99.999829 Ltda A.C. Nielsen do Brasil Ltda. 0.000171

PointLogic Latin America Brazil Sao Paulo PointLogic Media Holding B.V. Marketing Research 99.71 Desenvolvimento e TNC Europe B.V. 0.29 Consultoria de Sistemas Ltda.

Repucom Brazil Participações Brazil Sap Paulo RSMG Insights Coöoperatief U.A. Marketing Research 99.9671 Ltda José Colagrossi Neto (third party) 0.0329

ACNielsen Bulgaria Ltd Bulgaria Sofia ACNielsen Cyprus Limited Marketing Research 100

Nielsen Admosphere Bulgaria Bulgaria Sofia PRIME TIME CS, spol. s r.o. Marketing Research JSC 100

ACNielsen Cameroon Sarl Cameroon Douala ACNielsen Cyprus Limited Marketing Research 100

7266782 Canada Inc Canada Halifax Gracenote Canada, Inc Marketing Research 100

ACNielsen Company of Canada Canada Markam ACNielsen (Nederland) B.V. Marketing Research 100

Gracenote Canada, Inc Canada Hal ACNielsen (Nederland) B.V. Marketing Research 100

Nielsen Media Research Limited Canada Markham The Nielsen Company (US), LLC Marketing Research 99.9995 ACNielsen Company of Canada 0.0005

Nielsen Sub Holding Company Canada Markham ACNielsen Company of Canada Holding Company 100

Nielsen Sports Canada Inc. Canada Markham RSMG Insights Coöoperatief U.A. Marketing Research 100

SportsDirect Inc. Canada Halifax Gracenote Canada, Inc Marketing Research 21.1 7266782 Canada Inc 78.9

ACNielsen Cayman Islands Cayman Grand Cayman Nielsen Sub Holdings II B.V. 100 Colombia Ltd. Islands

ACNielsen Cayman Islands Ltd. Cayman Grand Cayman A.C. Nielsen do Brasil Ltda. Marketing Research 100 Islands

IBOPE eRatings.com Latin Cayman Grand Cayman Nielsen Digital Solutions Marketing Research 92 America Islands International Media Surveys LLC 8 (third party)

Nielsen Digital Solutions Cayman Grand Cayman ACNielsen eRatings.com Marketing Research 100 Islands

A.C. Nielsen Chile Limitada Chile Santiago A. C. Nielsen Company, LLC Marketing Research 50.6 Nielsen Holdings, L.L.C. 0.04 VNU International B.V. 49

Infostrada Technology Harbin China Shanghai Infostrada Statistics B.V. Marketing Research 100 Ltd

Netratings (Shanghai) Company, China Shanghai Netratings, LLC Marketing Research 100 Ltd.

The Nielsen Company China Guangdong ACNielsen Group Limited Marketing Research 90 (Guangzhou) LTD Third party shareholder(s) 10

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Country of Registered Company Office Registered City Shareholder Purpose %

The Nielsen Company China Shanghai The Nielsen Company (Hong Marketing Research 90 (Shanghai) Ltd. Kong) Limited 10 Third party shareholder(s)

A.C. Nielsen de Colombia Ltda. Colombia Bogota DC ACNielsen Cayman Islands Marketing Research 99.9999999871 Colombia Ltd. 0.0000000129 A. C. Nielsen Company, LLC

ACNielsen Costa Rica S.A. Costa Rica San Jose Nielsen Sub Holdings II B.V. Marketing Research 100

AC Nielsen Cote d'Ivoire Cote d'Ivoire Abidjan ACNielsen Cyprus Limited Marketing Research 100 Limited

ACNielsen d.o.o. Croatia Zagreb ACNielsen Piackutató Kft. Marketing Research 100

AGB Nielsen Media Research Croatia Zagreb AGB Nielsen Media Research Marketing Research 51 Ltd. TAM Holding B.V. 24.5 Srdan Dumicic (third party) 24.5 Damir Tabulovstrelov (third party)

ACNielsen Cyprus Limited Cyprus Nicosia ACNielsen (Nederland) B.V. Marketing Research 100

AMER Research Limited Cyprus Nicosia ACNielsen (Nederland) B.V. Marketing Research 100

MEMRB Retail Tracking Cyprus Nicosia VNU International B.V. Marketing Research 100 Services Limited

Nielsen Audience Measurement Cyprus Nicosia The Nielsen Company (Greece) Marketing Research 100 (Cyprus) Ltd. Audience Measurement and Market Research Societe Anonyme (Corporate Name), The Nielsen Company (Greece) S.A. (Distinctive Title)

RPJV The Retail Plus Company Cyprus Nicosia VNU International B.V. Marketing Research 100 Limited

ACNielsen Czech Republic Czech Prague ACNielsen Cyprus Limited Marketing Research 100 s.r.o. Republic

Adwind Software, a.s. Czech Prague Nielsen Admosphere, a.s. Marketing Research 100 Republic

Nielsen Admosphere, a.s. Czech Prague ACNielsen (Nederland) Marketing Research 5134.34.94.94.9 Republic B.V.Alphaduct, a.s. (third party)Tereza Šimečková (third party)Michal Jordan (third party)Iain Nils Hessey Rugheimer (third party)

PRIME TIME CS, spol. s r.o. Czech Prague Nielsen Admosphere, a.s. Marketing Research 100 Republic

EPG Systems ApS Denmark Copenhagen Gracenote Media Services, LLC Marketing Research 100

The Nielsen Company Denmark Hellerup ACNielsen AB Marketing Research 100 (Denmark) ApS

ACNielsen Dominicana, SRL Dominican La Esperilla VNU International B.V. Marketing Research 99.5454545 Republic Luciano Matías Alvarez (third 0.4550 party)

Nielsen IBOPE Dominicana, Dominican Santa Domingo AGB America S.A. Marketing Research 51 S.R.L. Republic AGB Nielsen Media Research B.V. 2.4 IBOPE Latinoamericana S.A. 46.6 (Uruguay) (third party)

141

Country of Registered Company Office Registered City Shareholder Purpose %

ACNielsen Ecuador S.A. Ecuador Guayaquil AGB Nielsen Media Research B.V. Marketing Research 99.9999335 VNU International B.V. 0.000066577

Middle East for Marketing LLC Egypt Cairo MEMRB Retail Tracking Services Marketing Research 95 (Guernsey) Lt.d 5 N.A. El Sherbiny Mohamed (third party)

Nielsen Egypt LLC Egypt Cairo AMER Research Limited Marketing Research 99.04 ACNielsen Cyprus Limited 0.96

AC Nielsen El Salvador, S.A. de El Salvador San Salvador ACNielsen Centroamerica, S.A Marketing Research 95 C.V. A. C. Nielsen Company, LLC. 5

ACNielsen Eesti OÜ Estonia Tallinn ACNielsen Cyprus Limited Marketing Research 100

A.C. Nielsen Finland Oy Finland Espoo Nielsen Sub Holdings II B.V. 100

Finnpanel Oy Finland Helsinki A.C. Nielsen Finland Oy Marketing Research 50 TNS Gallup Oy (third party) 50

A3 Distrib SAS France Cholet Nielsen Holding France SAS Marketing Research 100

AC Nielsen SAS France Cergy Pontoise Nielsen Holding France SAS Marketing Research 100

Nielsen Holding France SAS France Cergy Pontoise Nielsen Sub Holdings I B.V. Holding Company 100

Nielsen Services France SAS France Cergy Pontoise Nielsen Holding France SAS Marketing Research 100

Repucom France Sarl France Sure Seine Nielsen Sports Deutschland GmbH Marketing Research 100

Electrobrother Verwaltungs- & Germany Cologne Nielsen Sports Europe Holding Marketing Research 100 Beteiligungsges GmbH GmbH

Gracenote GmbH Germany Muenchen Gracenote Inc. Marketing Research 100

Nielsen Services Germany Germany Frankfurt The Nielsen Company (Germany) Marketing Research 100 GmbH GmbH

Nielsen Tele Medical GmbH Germany Magdeburg Nielsen Holding and Finance B.V. Marketing Research 100

Repucom Consulting GmbH Germany Cologne Nielsen Sports Europe Holding Marketing Research 100 GmbH

Nielsen Sports Deutschland Germany Cologne Nielsen Sports Europe Holding Marketing Research 100 GmbH GmbH

Nielsen Sports Europe Holding Germany Cologne RSMG Insights Coöoperatief U.A. Holding Company 100 GmbH

Refined Labs, GmbH Germany München Visual IQ, Inc Marketing Research 100

Repucom Services GmbH Germany Cologne Nielsen Sports Europe Holding Marketing Research 100 GmbH

The Nielsen Company Germany Frankfurt Nielsen Holding France SAS Marketing Research 100 (Germany) GmbH

VNU Business Publications Germany Waldshut- VNU Holding (Deutschland) Marketing Research 100 Deutschland GmbH Tiengen GmbH

VNU Holding (Deutschland) Germany Waldshut- Nielsen Holding and Finance B.V. Holding Company 100 GmbH Tiengen

ACNielsen Ghana Limited Ghana Accra ACNielsen Cyprus Limited Marketing Research 100

142

Country of Registered Company Office Registered City Shareholder Purpose %

Organotiki S.A. Greece Kallithea The Nielsen Company (Greece) Marketing Research 80 Audience Measurement and Market 20 Research Societe Anonyme (Corporate Name), The Nielsen Company (Greece) S.A. (Distinctive Title) Moschou (third party)

The Nielsen Company (Greece) Greece Athens Nielsen Sub Holdings I B.V. Marketing Research 100 Audience Measurement and Market Research Societe Anonyme (Corporate Name), The Nielsen Company (Greece) S.A. (Distinctive Title)

ACNielsen Centroamerica, S.A. Guatemala Ciudad de Nielsen Sub Holdings II B.V. Marketing Research 99.9975 Guatemala ACNielsen Costa Rica S.A. 0.00254

MEMRB Retail Tracking Guernsey Guernsey MEMRB Retail Tracking Services Marketing Research 99.993 Services (Guernsey) Lt.d Limited 0.007 JTC Fund Solutions (Guernsey) Limited (third party)

ACNielsen Honduras S.A. de Honduras San Pedro Sula ACNielsen Centroamerica, S.A. Marketing Research 99.6 C.V. A. C. Nielsen Company, LLC 0.4

ACNielsen Holdings Limited Hong Kong Quarry Bay Nielsen Sub Holdings II B.V. Holding Company 99.720804 (Included The Nielsen Company preference shares (Switzerland) GmbH 99.724715) 0.279196 (Included preference shares 0.275285)

ACNielsen Group Limited Hong Kong Quarry Bay The Nielsen Company Marketing Research 99.792 (Management Services -HK) 0.208 Limited ACNielsen Holdings Limited

Gracenote Limited Hong Kong Quarry Bay Gracenote Inc Marketing Research 100

Nielsen Online Hong Kong Hong Kong Quarry Bay Nielsen Sub Holdings II B.V. Marketing Research 100 Limited

The Nielsen Company (Hong Hong Kong Quarry Bay The Nielsen Company Marketing Research 100 Kong) Limited (Management Services -HK) Limited

The Nielsen Company Hong Kong Quarry Bay ACNielsen Holdings Limited Marketing Research 99.99999848 (Management Services -HK) Nielsen Sub Holdings II B.V. 0.00000152 Limited

ACNielsen Piackutató Kft. Hungary Budapest ACNielsen Cyprus Limited Marketing Research 100

Nielsen Közönségmérés Kft. Hungary Budapest AGB Nielsen Media Research Marketing Research 100 TAM Holding B.V.

Arbitron Technology Services India Mumbai Nielsen Audio, Inc. Marketing Research 99.999437 India Private Ltd. Arbitron Holdings Inc. 0.000562866

Tribune Digital Ventures India Gracenote Digital Ventures, LLC Marketing Research Software Development Bangalore Gracenote International Holdco, 99.984 Center India Private Limited LLC 0.016

143

Country of Registered Company Office Registered City Shareholder Purpose %

Nielsen (India) Private Limited India Mumbai ACNielsen Corporation Marketing Research 68.199282 The Nielsen Company (Mauritius) 31.800675 Limited 0.000043 TNC Europe B.V.

NeuroFocus Systems & Services India Mumbai Nielsen Consumer Neuroscience, Marketing Research 100 Private Ltd. Inc

Nielsen Sports India Private India Bangalore Repucom International Pty Ltd Marketing Research 57.26848 Limited 560048 Nielsen Sports America, LLC 35.26425 India Nielsen Sports Singapore Pte Ltd 7.46721 Krishnan Vaidyanathan (third 0.00006 party)

TAM Media Research Private India Mumbai Nielsen (India) Private Limited Marketing Research 50 Limited Kantar Media Research Pvt Ltd 50 (third party)

What's On India Media Private India Mumbai Tribune Digital Ventures Singapore Marketing Research 99.32 Limited Pte Ltd 0.68 Tribune Digital Ventures Software Development Center India Private Limited

Visual IQ Techno Services India India Kakkanad Kochi Visual IQ, Inc Marketing Research 100 Private Limited

PT. Nielsen Audience Indonesia Jakarta AGB Nielsen Media Research B.V. Marketing Research 99 Measurement AGB Nielsen Media Research 1 TAM Holding B.V.

PT. Sri Karya Utama Graha Indonesia Jakarta The Nielsen Company (Singapore) Marketing Research 98.97511.0249 Holdings Pte. Ltd.PT. The Nielsen Company Indonesia

PT. The Nielsen Company Indonesia Jakarta The Nielsen Company (Singapore) Marketing Research 99 Indonesia Holdings Pte. Ltd. 1 The Nielsen Company (Singapore) Pte. Ltd.

A.C. Nielsen of Ireland Limited Ireland Dublin Nielsen Sub Holdings II B.V. Marketing Research 100

Nielsen Finance Holdings Ireland Dublin Nielsen Finance Ireland Limited Holding Company 100 Ireland Limited

Nielsen Finance Ireland Limited Ireland Dublin Nielsen Luxembourg S.a.r.l. Marketing Research 100

The Nielsen Company Finance Ireland Dublin Nielsen Luxembourg S.a.r.l. Marketing Research 100 (Ireland) Designated Activity Company

ACNielsen (Israel) Ltd. Israel Petach Tikva The New Wave Research Ltd. Marketing Research 100 eXelate Media Ltd. Israel Rosh Ha'Ayin eXelate, Inc. Marketing Research 100

Nielsen Innovate Fund, LP Israel Tel Aviv AGB Nielsen Media Research B.V. Marketing Research LP *Nielsen Innovate Fund, LP has R&R Venture Partners LLC (third LP several investments in Israel, not party) LP included in this overview Fred Langhammer (third party) GP Nielsen Innovate Ltd. LP Partam High Tech Limited (third party) Mr. Itzhak Fisher (third party)

Nielsen Innovate Ltd. Israel Tel Aviv AGB Nielsen Media Research B.V. Marketing Research 100

144

Country of Registered Company Office Registered City Shareholder Purpose %

The New Wave Research Ltd. Israel Petah Tikva ACNielsen Corporation Marketing Research 57.95 Mr. Levy (third party, individual) 42.05 and other third party vBrand Ltd Israel Tel Aviv eXelate Media Ltd Marketing Research 100

Volcano Data Limited Israel Ramatgan Imagini Europe Limited Marketing Research 100

AGB Nielsen Media Research Italy Assago (Milan) AGB Nielsen Media Research B.V. Marketing Research 100 Holding S.p.A.

Nielsen Services Italy S.r.l. Italy Assago (Milan) The Nielsen Company (Italy) S.r.l. Marketing Research 100

Nielsen Sports Italia Srl Italy Assago (Milan) Nielsen Sports Europe Holding Marketing Research 100 GmbH

The Nielsen Company (Italy) Italy Assago (Milan) Nielsen Sub Holdings I B.V. Marketing Research 100 S.r.l.

Gracenote KK Japan Tokyo Gracenote Inc. Marketing Research 100

Nielsen Co., Ltd. Japan Tokyo ACNielsen eRatings.com Marketing Research 54,68 NetRatings Australia Pty. Ltd. 11.32 Video Research Ltd (Third Party) 34

Nielsen Services Japan GK Japan Tokyo The Nielsen Company Japan Marketing Research 100

Nielsen Sports Japan K.K. Japan Tokyo Repucom International Pty Ltd Marketing Research 100

The Nielsen Company Japan Japan Tokyo The Nielsen Company (Singapore) Marketing Research 100 Holdings Pte. Ltd.

Nielsen for Consultancies Jordan Amman AGB Nielsen Media Research B.V. Marketing Research 100 Limited Liability Company

Television Information Jordan Amman What's On India Media Private Marketing Research 100 Technology Company LLC Limited

ACNielsen Kazakhstan LLP Kazakhstan Sarkand ACNielsen Cyprus Limited Marketing Research 100

ACNielsen Kenya Limited Kenya NAIROBI ACNielsen Cyprus Limited Marketing Research 99.9 Yordanov (third party) 0.1

Enswers Inc Korea Huam-ro, Jung- Gracenote Korea Ltd Marketing Research 100 gu

Gracenote Korea Ltd. Korea Huam-ro, Jung- Gracenote Inc. Marketing Research 100 gu

Link Aztec Korea Limited Korea Seoul The Nielsen Company Seoul LTD Marketing Research 100

Nielsen Services Korea Ltd. Korea Seoul Nielsen Sub Holdings II B.V. Marketing Research 100

Nielsen Sports Korea LLC Korea Seoul RSMG Insights Coöoperatief U.A. Marketing Research 100

The Nielsen Company Korea Korea Seoul ACNielsen Company of Canada Marketing Research 100 Ltd

ACNielsen Latvia SIA Latvia Riga ACNielsen Cyprus Limited Marketing Research 100

C.M.O s.a.l Conseil en Lebanon Jal el Did MEMRB Retail Tracking Services Marketing Research 95 Management et Organisation Limited 5 Our lawyer delivered 50 shares to each of the three Directors of this company. According to Lebanese law a company is required to have (at least) three individuals as shareholders

UAB ACNielsen Baltics Lithuania Vilnius ACNielsen Cyprus Limited Marketing Research 100

145

Country of Registered Company Office Registered City Shareholder Purpose %

Nielsen Holdings Luxembourg Luxembourg Grand Duchy Nielsen Luxembourg S.a.r.l. Holding Company 100 S.a.r.l.

Nielsen Luxembourg S.a.r.l. Luxembourg Grand Duchy Nielsen Holding and Finance B.V. Marketing Research 100

The Nielsen Company Luxembourg Grand Duchy ACNielsen Corporation 100 (Luxembourg) S.a.r.l. Marketing Research

Nielsen Audience Measurement Malaysia Selangor Darul AGB Nielsen Media Research B.V. Marketing Research 100 Sdn. Bhd. Ehsan

The Nielsen Company Malaysia Selangor Darul The Nielsen Company (Singapore) Marketing Research 100 (Malaysia) Sdn. Bhd. Ehsan Holdings Pte. Ltd.

The Nielsen Company Mauritius Ebene VNU International B.V. Marketing Research 100 (Mauritius) Limited

A.C. Nielsen, S de RL de C.V. Mexico Ciudad de Panel International SA LLC Marketing Research 99.999998 Mexico ACNielsen Corporation 0.000002

Nielsen Ibope Mexico, S.A. de Mexico Delegación AGB Netherlands C.V. Marketing Research 26.7 C.V. Miguel Hidalgo AGB Nielsen Media Research B.V. 26.7 IBOPE Latinoamericana S.A. (third 46.6 party)

Nielsen Mexico Services, S de Mexico Delegación AC Nielsen Mexico LLC Marketing Research 22.18 RL de CV Miguel Hidalgo ACNielsen Company of Canada 77.82

Shopper Customer Solutions SA Mexico Del. Miguel A.C. Nielsen Company, S.L. Marketing Research 99 de CV Hidalgo TNC Europe B.V. 1

ACNielsen Montenegro d.o.o. Montenegro Podgorica ACNielsen Cyprus Limited Marketing Research 100

ACNielsen SARL Morocco Maroc AMER Research Limited Marketing Research 100

Nielsen MMRD (Myanmar) Co., Myanmar Yangon Nielsen MMRD Holdings Pte. Ltd. Marketing Research 99.996 Ltd. ACNielsen (Singapore) Pte. Ltd. 0.004

The Nielsen Company Nepal Pvt Nepal Kathmandu Nielsen (India) Private Limited Marketing Research 100 Ltd.

ACNielsen (Nederland) B.V. Netherlands Diemen Nielsen Sub Holdings I B.V. Marketing Research 100

AGB Netherlands C.V. Netherlands Diemen AGB Panamericana, S.A. Marketing Research 99 AGB America S.A. 1

AGB Nielsen Media Research Netherlands Diemen Nielsen Sub Holdings I B.V. Marketing Research 100 B.V.

AGB Nielsen Media Research Netherlands Diemen AGB Nielsen Media Research Holding Company 100 TAM Holding B.V. Holding S.p.A.

Art Holding (Brazil) C.V. Netherlands Diemen Nielsen Sub Holding Company Holding Company 99 Nielsen Holdings, L.L.C. 1

Gracenote Netherlands B.V. Netherlands Amsterdam Gracenote Media Services, LLC Marketing Research 100

Gracenote Netherlands Holdings Netherlands GH Nieuwegein Nielsen Holding and Finance B.V. Holding Company 100 B.V.

Infostrada Australia B.V. Netherlands GH Nieuwegein Infostrada Statistics B.V. Marketing Research 100

Infostrada Concepts B.V. Netherlands GH Nieuwegein Infostrada Statistics B.V. Marketing Research 100

Infostrada Denmark B.V. Netherlands GH Nieuwegein Infostrada Statistics B.V. Marketing Research 100

146

Country of Registered Company Office Registered City Shareholder Purpose %

Infostrada Global Sports Netherlands GH Nieuwegein Infostrada Statistics B.V. Marketing Research 100 Database B.V.

Infostrada Statistics B.V. Netherlands GH Nieuwegein Gracenote Netherlands Holdings Marketing Research 100 B.V.

Menesta Investments B.V. Netherlands Diemen Neslein Holding (Spain) C.V. Marketing Research 100

Neslein Holding (Spain) C.V. Netherlands Diemen A.C. Nielsen (Argentina) S.A. Holding Company 98 ART Holding, L.L.C. 1 Nielsen General Partner B.V. 1

Nielsen B.V. Netherlands Diemen Nielsen Holding and Finance B.V. Marketing Research 100

Nielsen Coöperatie W.A. Netherlands Diemen A. C. Nielsen Company, LLC Marketing Research ART Holding, L.L.C.

Nielsen General Partner B.V. Netherlands Diemen A. C. Nielsen Company, LLC Marketing Research 100

Nielsen Holding and Finance Netherlands Diemen The Nielsen Company B.V. Holding Company 100 B.V.

Nielsen Media Research B.V. Netherlands Diemen Nielsen B.V. Marketing Research 100

Nielsen Mexico Holdings B.V. Netherlands Diemen AGB Netherlands C.V. Holding Company 100

Nielsen Nederland Holdings Netherlands Diemen Nielsen Coöperatie W.A. Holding Company 99.9 C.V. ART Holding, L.L.C. 0.1

Nielsen Sub Holdings I B.V. Netherlands Diemen Nielsen Nederland Holdings C.V. Holding Company 100

Nielsen Sub Holdings II B.V. Netherlands Diemen Nielsen Sub Holdings I B.V. Holding Company 100

PointLogic Development B.V. Netherlands Rotterdam PointLogic Media Holding B.V. Marketing Research 100

PointLogic Media Holding B.V. Netherlands Rotterdam Nielsen Holding and Finance B.V. Holding Company 100

PointLogic Solutions B.V. Netherlands Rotterdam PointLogic Media Holding B.V. Marketing Research 100

Nielsen Sports Nederland B.V. Netherlands Diemen RSMG Insights Coöperatief U.A. Marketing Research 100

RSMG Insights Coöperatief Netherlands Diemen Rugby Acquisition B.V. Marketing Research 100 U.A.

Rugby Acquisition B.V. Netherlands Diemen Nielsen Holding and Finance B.V. Marketing Research 100

The Nielsen Company B.V. Netherlands Diemen Valcon Acquisition B.V. Marketing Research 100

TNC Europe B.V. Netherlands Diemen VNU International B.V. Marketing Research 100

Valcon Acquisition B.V. Netherlands Diemen Nielsen Holdings Plc Marketing Research 100

VNU International B.V. Netherlands Diemen Nielsen Holdings Luxembourg Marketing Research 100 S.a.r.l.

VNU Marketing Information Netherlands Diemen Nielsen Holding and Finance B.V. Marketing Research 100 Europe & Asia B.V.

A.C. Nielsen (N.Z.) ULC New Zealand Takapuna Nielsen Sub Holdings II B.V. Marketing Research 100

AGB Nielsen Media Research New Zealand Takapuna AGB Nielsen Media Research B.V. 100 (New Zealand) Ltd. Marketing Research

ACNielsen Nicaragua, S.A. Nicaragua Managua ACNielsen Centroamerica, S.A. Marketing Research 98 A. C. Nielsen Company, LLC 2

ACNielsen Nigeria Limited Nigeria Ikeja LAGOS ACNielsen Cyprus Limited Marketing Research 80 ACNielsen Company of Canada 20

ACNielsen Norge AS Norway Oslo Nielsen Sub Holdings II B.V. Marketing Research 100

147

Country of Registered Company Office Registered City Shareholder Purpose %

Nielsen Media Research AS Norway Oslo Nielsen Sub Holdings II B.V. Marketing Research 98,44 Two different third parties hold a 1.56 minority interest in Nielsen Media Research AS.

ACNielsen Pakistan (Private) Pakistan Karachi ACNielsen Cyprus Limited Marketing Research 99.9999655 Limited A. C. Nielsen Company, LLC 0.0000345

ACNielsen Panama, S.A. Panama Frente a la Torre ACNielsen Centroamerica, S.A. Marketing Research 100 BICSA

AGB Panamericana, S.A. Panama La ciudad de AGB Nielsen Media Research Marketing Research 60 Panama Holding S.p.A. 40 AGB Nielsen Media Research B.V.

The Nielsen Company Paraguay Paraguay Asuncion VNU International B.V. Marketing Research 96 S.R.L. Luciani Matias Alvarez (Third 2 Party) 2 Rafael Luis Gouiran (Third Party)

Nielsen S.R.L. Peru Lima VNU International B.V. Marketing Research 99.999999951 Rolando Ramirez-Gaston Horny 0.0000000488 (third party)

AGB Nielsen Media Research Philippines Ortigas Center AGB Nielsen Media Research Marketing Research 99.99 (Philippines) Inc. TAM Holding B.V. 0.000001225 (AGB NMR TAM Holding B.V. holds 8,159,851 shares of which 10 are held in trust by 6 different Nielsen employees.

The Nielsen Company Philippines Pasig City The Nielsen Company (Belgium) Marketing Research 99.99947 (Philippines), Inc. SPRL 0.00053 Minority shareholders (six Nielsen employees: Cheong Tai Leung, Elaine Shui, Stuart Jamieson, Maria Rhona Balaoro, Louise Andrea Navalta)

ACNielsen Polska Sp. z o.o. Poland Warsaw AGB Nielsen Media Research Marketing Research 100 TAM Holding B.V.

AGB Nielsen Media Research Poland Warszawa AGB Nielsen Media Research Marketing Research 100 Sp. z o.o. TAM Holding B.V.

Nielsen Services Poland Sp. z Poland Warsaw ACNielsen Polska Sp. z o.o. Marketing Research 76.589595 o.o. AGB Nielsen Media Research Sp. z 22.83237 o.o. 0.578035 AGB Nielsen Media Research TAM Holding B.V.

A.C. Nielsen Portugal- Estudos Portugal Lisboa Menesta Investments B.V. Marketing Research 100 de Mercado- Unipessoal, Lda.

Nexium Portugal - Consultario e Portugal Lisboa A.C. Nielsen Company, S.L. Marketing Research 60 Software Lda Susana Mendoca Castelo (third 40 party)

A.C. Nielsen P.R. LLC Puerto Rico Hato Rey Nielsen Sub Holdings II B.V. Marketing Research 100

Nielsen IBOPE Puerto Rico Inc. Puerto Rico Hato Rey A.C. Nielsen P.R. LLC Marketing Research 53.4 IBOPE Latinoamericana, SA 46.6 (Uruguay) (Third party)

Nielsen Consultancy LLC Qatar ACNielsen Cyprus Limited Marketing Research 100

ACNielsen Romania srl Romania Boekarest ACNielsen Cyprus Limited Marketing Research 100

148

Country of Registered Company Office Registered City Shareholder Purpose %

Retailplus Eastern Europe Romania Bucharest VNU International B.V. Marketing Research 100 S.R.L.

ACNIELSEN Limited Liability Russia Moscow ACNielsen Cyprus Limited Marketing Research 100 Company

ACNielsen d.o.o. Serbia Belgrade ACNielsen Cyprus Limited Marketing Research 100

Nielsen Audience Measurement Serbia Belgrade AGB Nielsen Media Research Marketing Research 100 DOO Beograd TAM Holding B.V.

ACNielsen (Singapore) Pte. Ltd. Singapore Goldbell Towers Nielsen Sub Holdings II B.V. Marketing Research 100

Gracenote Digital Ventures Singapore Kea Gracenote Digital Ventures, LLC Marketing Research 100 Singapore Pte Ltd

Nielsen Innovate Singapore Pte. Singapore Goldbell The Nielsen Company (Singapore) Marketing Research 100 Ltd Principal Pte. Ltd.

Nielsen MMRD Holdings Pte. Singapore Land Tower ACNielsen (Singapore) Pte. Ltd. Holding Company 80 Ltd. Myanmar Marketing Research Pte. 20 Ltd . (third party)

PointLogic Asia PTE Ltd. Singapore Grace Global PointLogic Media Holding B.V. Marketing Research Raffles 100

Nielsen Sports Singapore Pte Singapore Goldbell Towers Repucom International Pty Ltd Marketing Research 100 Ltd

The Nielsen Company Singapore Goldbell Towers The Nielsen Company (Singapore) Marketing Research 100 (Singapore) Pte. Ltd. Holdings Pte. Ltd.

The Nielsen Company Singapore Goldbell Towers The Nielsen Company (Belgium) Holding Company 100 (Singapore) Holdings Pte. Ltd. SPRL

The Nielsen Company Singapore Goldbell Towers VNU International B.V. Marketing Research 100 (Singapore) Principal Pte. Ltd.

ACNielsen Slovakia s.r.o. Slovakia Bratislava ACNielsen Cyprus Limited Marketing Research 100

Nielsen Admosphere Slovakia, Slovakia Bratislava 811 09 Nielsen Admosphere, a.s. Marketing Research 100 s.r.o.

ACNielsen raziskovalna druzba, Slovenia Ljubljana ACNielsen Cyprus Limited Marketing Research 100 d.o.o.

AGB Nielsen, medijske Slovenia Dobrunje AGB Nielsen Media Research Marketing Research 58 raziskave, d.o.o TAM Holding B.V. 21 GfK, d.o.o. (third party) 21 Ms. Janja Božič Marolt (third party)

NIELSEN LAB, razvoj Slovenia Koper Nielsen TV Audience Measurement Marketing Research 50 tehnologij za raziskavo S.A. 50 medijev, d.o.o. AGB Nielsen Media Research B.V.

ACNielsen Marketing and South Africa ACNielsen (Nederland) B.V. Marketing Research 100 Media (Pty) Limited

AGB Nielsen Media Research South Africa Johannesburg AGB Nielsen Media Research B.V. Marketing Research 100 (South Africa) (Pty) Limited

Repucom Africa (Pty) Ltd South Africa Johannesburg ACNielsen Marketing and Media Marketing Research 100 (Pty) Limited

A.C. Nielsen Company, S.L. Spain Madrid ASEE Nielsen Holding (Spain) Marketing Research 100 S.r.l.

ASEE Nielsen Holding (Spain) Spain Madrid Neslein Holding (Spain) C.V. Holding Company 100 S.r.l.

149

Country of Registered Company Office Registered City Shareholder Purpose %

Nielsen Services Spain, S.L. Spain Madrid ASEE Nielsen Holding (Spain) Marketing Research 100 S.r.l.

Publinformatica S.A. (in Spain Madrid VNU Marketing Information Marketing Research 50 liquidation) Europe & Asia B.V. 50 Ediciones y Suscripciones, S.A. (third party)

Nielsen Sports España S.L.U. Spain Barcelona Nielsen Sports Europe Holding Marketing Research 100 GmbH

The Nielsen Company Lanka Sri Lanka Senanayake Nielsen (India) Private Limited Marketing Research 100 (Private) Limited Mawatha

ACNielsen AB Sweden Shareholm ACNielsen Norge AS Marketing Research 100

Nielsen Services Sweden AB Sweden Shareholm ACNielsen AB Marketing Research 100

Affinnova Switzerland Sàrl Switzerland Petit-Lancy Affinnova, Inc. Marketing Research 100

Media Focus Schweiz Gmbh Switzerland Zurich The Nielsen Company Marketing Research 51 (Switzerland) GmbH 49 GfK Switzerland AG (third party)

NetRatings Switzerland GmbH Switzerland Zurich Nielsen Sub Holdings II B.V. Marketing Research 100

Nielsen TV Audience Switzerland Lugano AGB Nielsen Media Research Marketing Research 100 Measurement S.A. Holding S.p.A.

The Nielsen Company (Europe) Switzerland Petit-Lancy VNU International B.V. Marketing Research 100 Sàrl

The Nielsen Company Switzerland Root Nielsen Sub Holdings II B.V. Marketing Research 100 (Switzerland) GmbH Langenbold

Syria Retail Tracking LLC - Syria Arnous Square MEMRB Retail Tracking Services Marketing Research 75 inactive Limited 25 Ayman Ammar (individual)

AGB Nielsen Media Research Taiwan Taipei AGB Nielsen Media Research B.V. Marketing Research 100 (Taiwan) Ltd.

The Nielsen Company Taiwan Taiwan Taipei The Nielsen Company (Belgium) Marketing Research 100 Ltd. SPRL

ACNielsen (Tanzania) Ltd. Tanzania DARES ACNielsen Cyprus Limited 99 SALAAM A. C. Nielsen Company, LLC 1

AGB Nielsen Media Research Thailand Bangkok AGB Nielsen Media Research B.V. Marketing Research 99.9993 (Thailand) Ltd. Minority shareholders (seven 0.0007 individuals who each hold 1 share)

The Nielsen Company Thailand Bangkok The Nielsen Company (Singapore) Marketing Research 99.997 (Thailand) Limited Holdings Pte. Ltd. 0.003 Several Nielsen employees hold shares in this company

AGB-CDI Trinidad and Tobago Trinidad and Republica Nielsen IBOPE Dominicana, S.R.L. Marketing Research 100 Limited Tobago Dominicana

Nielsen Tunisie SARL Tunisia Tunis AMER Research Limited Marketing Research 99.02 ACNielsen Cyprus Limited 0.98

Nielsen Arastirma Hizmetleri Turkey Istanbul ACNielsen (Nederland) B.V. Marketing Research 100 Limited Sirket

150

Country of Registered Company Office Registered City Shareholder Purpose %

Nielsen Audience Measurement Turkey Istanbul AGB Nielsen Media Research Marketing Research 100 Piyasa Arastirma Hizmetleri TAM Holding B.V. A.S.

Retail Plus Teknoloji ve Turkey Blok. Daire. 9 VNU International B.V. Marketing Research 50 Arastirma Hizmetleri Ltd Şişli Egemen Oztop 50

The Nielsen Company Medya Turkey Istanbul VNU International B.V. Marketing Research 100 Yayıncılık ve Tanıtım Hizmetleri Anonim Şirketii

ACNielsen Uganda Limited Uganda Kampala ACNielsen Cyprus Limited Marketing Research 99 ACNielsen Company of Canada 1

ACNielsen Ukraine Limited Ukraine Kyiv ACNielsen Cyprus Limited Marketing Research 99.99 Liability Company ACNielsen Company of Canada 0.01

Nielsen Market Research United Arab Dubai VNU International B.V. Marketing Research 100 Services FZ-LLC Emirates (Dubai)

Repucom Marketing Research & United Arab Dubai Media Shares held by an employee of Marketing Research 100 Consultancies Emirates Repucom, as nominee of RSMG (Dubai) Insights Coöoperatief U.A.

A.C. Nielsen Company Limited United Oxford, ACNielsen Holdings UK Limited Marketing Research 100 Kingdom Oxfordshire

ACNielsen Holdings UK United Oxford, Nielsen Holding France SAS Holding Company 100 Limited Kingdom Oxfordshire

Brandbank Limited United Norwich NR5 TNC Europe B.V. Marketing Research 100 Kingdom 9JF

Imagini Europe Limited United Oxford, A.C.Nielsen Company Limited Marketing Research 100 Kingdom Oxfordshire

NetRatings UK Limited United , Oxford, Nielsen Sub Holdings I B.V. Marketing Research 100 Kingdom Oxfordshire

Nielsen Book Services Limited United Surrey VNU Holdco (UK) Limited Marketing Research 100 Kingdom

Nielsen Media Research Limited United Bracknell ACNielsen Holdings UK Limited Marketing Research 100 Kingdom Berkshire

Nielsen Sports UK and Ireland United London Nielsen Sports Europe Holding Marketing Research 100 Limited Kingdom GmbH

PointLogic (UK) Limited United Middlesex PointLogic Media Holding B.V. Marketing Research 100 Kingdom

S:Comm Research (UK) United London Nielsen Sports UK & Ireland Marketing Research 100 Limited Kingdom Limited

Visual IQ (UK) Limited United London Visual IQ, Inc Marketing Research 100 Kingdom

VNU Holdco (UK) Limited United London VNU International B.V. Holding Company 100 Kingdom

A.C. Nielsen (Argentina) S.A. United New York A. C. Nielsen Company, LLC Marketing Research 100 States/DE

A. C. Nielsen Company, LLC United New York Nielsen International Holdings, Inc. Marketing Research 100 States/DE

151

Country of Registered Company Office Registered City Shareholder Purpose %

AC Nielsen Mexico LLC United New York ACNielsen Company of Canada Marketing Research 100 States/DE

ACN Holdings Inc. United New York VNU Marketing Information, Inc. Holding Company 100 States/DE

ACNielsen Corporation United New York ACN Holdings Inc. Marketing Research 100 States/DE

ACNielsen eRatings.com United New York A. C. Nielsen Company, LLC Marketing Research 100 States/DE

Affinnova, Inc. United Waltham The Nielsen Company (US), LLC Marketing Research 100 States/DE

Arbitron Holdings Inc. United New York Nielsen Audio, Inc. Holding Company 100 States/DE

ART Holding, L.L.C. United New York A. C. Nielsen Company, LLC Holding Company 100 States/DE

Athenian Leasing Corporation United New York The Nielsen Company (US), LLC Marketing Research 100 States/DE

Baseline, LLC United Los Angeles Baseline Acquisitions LLC Marketing Research 100 States/DE

Baseline Acquisitions LLC United Los Angeles Gracenote Media Services, LLC Marketing Research 100 States/DE

CZT/ACN Trademarks, L.L.C. United New York ACNielsen Corporation Marketing Research 50 States/DE The Nielsen Company (US), LLC 50 eXelate, Inc. United New York Nielsen International Holdings, Inc. Marketing Research 100 States/DE

Gracenote Inc United Emeryville The Nielsen Company (US) LLC Marketing Research 100 States/DE

Gracenote Digital Ventures, United Chicago The Nielsen Company (US), LLC Marketing Research 100 LLC States/DE

Gracenote International Holdco, United Chicago The Nielsen Company (US) LLC Holding Company 100 LLC States/DE

Gracenote Media Services, LLC United Chicago Gracenote Digital Ventures, LLC Marketing Research 100 States/DE

Gracenote South America United Chicago Gracenote Media Services, LLC Holding Company 100 Holdco, LLC States/DE

Harris Interactive International, United New York Marketing Research Inc. States/DE Nielsen Consumer Insights, Inc. 100

IFM North America LLC United Plymouth Repucom Consulting GmbH Marketing Research 50 States/MO Jeffrey J. Stern Living Trust (third 50 party)

NC Ventures, LLC United Cary The Nielsen Company (US), LLC Marketing Research 63.5 States/DE Catalina Marketing Corporation 36.5 (third Party)

National Consumer Panel, LLC United Syosset The Nielsen Company (US), LLC Marketing Research 50 States/DE Information Resources Inc. (third 50 Party)

NetRatings, LLC United New York The Nielsen Company (US), LLC Marketing Research 100 States/DE

152

Country of Registered Company Office Registered City Shareholder Purpose %

Nielsen Audio, Inc. United New York The Nielsen Company Marketing Research 100% of the States/DE (Luxembourg) S.a.r.l. ordinary share Nielsen International Holdings, Inc. preferred share - Only holds preferred share in Nielsen Audio, Inc. and has no voting rights.

Nielsen Consumer Insights, Inc. United New York The Nielsen Company (US), LLC Marketing Research 100 States/DE

Nielsen Consumer United New York TNC (US) Holdings, Inc. Marketing Research 100 Neuroscience, Inc States/CA

Nielsen Finance Co. United New York Nielsen Finance LLC Marketing Research 100 States/DE

Nielsen Finance LLC United New York ACN Holdings Inc. Marketing Research 100 States/DE

Nielsen Holdings, L.L.C. United New York Nielsen Sub Holdings I B.V. Holding Company 100 States/DE

Nielsen Innovate NYC, LLC United New York TNC (US) Holdings, Inc. Marketing Research 100 States/DE

Nielsen International Holdings, United New York ACNielsen Corporation Holding Company 78.064 Inc. States/DE Nielsen Holding and Finance B.V. 21.936

Nielsen Mobile, LLC United New York The Nielsen Company (US), LLC Marketing Research 100 States/DE

Nielsen Real Estate United New York TNC (US) Holdings, Inc. Marketing Research 100 Management, Inc. States/NY

Nielsen Social, Inc. United New York Nielsen Social, LLC Marketing Research 100 States/DE

Nielsen Social, LLC United New York The Nielsen Company (US), Marketing Research 9010 States/DE LLCAFOS, LLC (third party)

Nielsen UK Finance I, LLC United New York TNC (US) Holdings, Inc. Marketing Research 100 States/DE

Nielsen Uruguay (US), LLC United New York Nielsen Sub Holdings II B.V. Marketing Research 100 States/DE

NMR Investing I, Inc. United New York The Nielsen Company (US), LLC Marketing Research 100 States/DE

NMR Licensing Associates LP United New York The Nielsen Company (US), LLC Marketing Research 98.311 States/DE NMR Investing I, Inc. 1.689

Panel International SA LLC United New York ACNielsen Company of Canada Marketing Research 100 States/DE

Qterics, Inc. United Plymouth The Nielsen Company (US), LLC Marketing Research 100 States/DE

Nielsen Sports America, LLC United Stamford Nielsen Sports Pty Ltd. Marketing Research 100 States/DE

Rhiza Labs, LLC United New York The Nielsen Company (US), LLC Marketing Research 100 States/PA

The Cambridge Group, Inc. United New York The Nielsen Company (US), LLC Marketing Research 100 States/IL

The Nielsen Company (US), United New York ACNielsen Corporation Marketing Research 100 LLC States/DE

153

Country of Registered Company Office Registered City Shareholder Purpose %

TNC (US) Holdings, Inc. United New York VNU International B.V. Holding Company 100 States/NY

TVaura Mobile LLC United New York The Nielsen Company (US), LLC Marketing Research 51 States/DE Digimarc Corporation (third party) 49

Visual IQ, Inc United New York The Nielsen Company (US) LLC Marketing Research 100 States/DE

Vizu Corporation United New York The Nielsen Company (US), LLC Marketing Research 100 States/DE

VNU Marketing Information, United New York TNC (US) Holdings, Inc. Marketing Research 95 Inc. States/DE The Nielsen Company (US), LLC 5

AC Nielsen de Venezuela S.A. Venezuela Caracas Nielsen Sub Holdings II B.V. Marketing Research 100

AGB Panamericana de Venezuela Caracas AGB Netherlands C.V. Marketing Research 53.4 Venezuela Medicion Ibope Latinoamericana S.A. - 46.6 Montevideo - Uruguay (third party)

The Nielsen Company Vietnam Ho Chi Month The Nielsen Company (Singapore) Marketing Research 100 (Vietnam), Ltd. City Holdings Pte. Ltd.

154

THE NIELSEN COMPANY - INVESTMENTS

Company Country Registered City Shareholder Purpose %

Bahrain Research and Studies Bahrain Manama MEMRB Retail Tracking Services Marketing 49 Bureau WLL (Guernsey) Lt.d Research 51 Mr Ansari (third party)

IBOPE Repucom Pesquisas Brazil Sao Paulo Repucom Brazil Participações Ltda Marketing 45 Esportivas Ltda. IBOPE Pesquisa de Midia E Research 55 Participações Ltda (third party)

WPP Midia Participações S.A. Brazil Rio de Janeiro AGB Nielsen Media Research B.V. Marketing 1 WPP Kantar Participacoes Ltd Research 99 *This entity holds 100% in (third party) IGM S.A., which has multiple (in)direct subsidiaries and investments worldwide, but mostly in LATAM, not included in this overview.

Beijing Nielsen Online China Jing Dajie Nielsen Online Hong Kong Limited Marketing 49 Information Consulting Co., Ltd. Beijing Zhongqian Wangrun Research 51 Information Technology Co. Ltd. (third party)

Nielsen-CCData Media Research China Hangzhou The Nielsen Company (Hong Marketing 22.5 Co. Ltd. Kong) Limited Research 27.5 Wasu Digital Television 20 Investment Co., Ltd. (third party) INSIGMA Technology Venture 20 Capital Investment co., ltd. (third party) 10 Zhejiang Silicon Paradise Haitian Huiyuan Venture Investment Limited Partnership (third party) C. Beijing Zhongchuan Dianguang Digital Technology Co. Ltd. (third party)

Ceský národní panel s.r.o. Czech Prague Nielsen Admosphere, a.s. Marketing 25.925 Republic STEM/MARK, a.s. (third party) Research 37.037 NMS Market Research s.r.o. (third 37.037 party)

MediaMetrie Netratings SAS France Levalloi Perret ACNielsen eRatings.com (45.420 Marketing 35 shares) Research 65 Mediametrie, S.A. (third party) (84.350 shares)

Media Services S.A. Greece Greece The Nielsen Company (Greece) Marketing 30 S.A. Research 51, 01 Golden Symbol Investments 2.88 Limited (third party) 2.24 Kyriakos Andreou (third party) 11.5 Konstantinos Xouris (third party) Stavroula Papaioannou & 2.37 Theoodoros Liakos, beneficiary of Marinos Liakos (third parties) Marios Andreou (third party)

Gfk Nielsen India Private Limited India Mumbai Nielsen (India) Private Limited Marketing 49.9 Gfk Asia Pte Limited (third party) Research 50.1

Meterology Data Private Limited India Mumbai TAM Media Research Private Marketing 0.01 Limited Research 99.99 Broadcast Audience Research Council (third party)

155

Company Country Registered City Shareholder Purpose %

Adstrix Ltd. Israel Caesarea Nielsen Innovate Fund, LP Marketing 30 Third parties Research 70

Change Israel Yoqneam Nielsen Innovate Fund, LP Marketing 25.47 Third parties Research 74,53

CiValue Israel Ramat Gan Nielsen Innovate Fund, LP Marketing 26.89 Third parties Research 73.11

Evolita Ltd. Israel Caesarea Nielsen Innovate Fund, LP Marketing 35 Third parties Research 65

Furious Israel Caesarea Nielsen Innovate Fund, LP Marketing 21.35 Third parties Research 78.65

Nutrino Health Ltd Israel Caesarea Nielsen Holding and Finance B.V. Marketing 4.18 Third parties Research 95.82

Mobilbuy Ltd. Israel Caesarea Nielsen Innovate Fund, LP Marketing 19.52 Third parties Research 80.48

New Sense Research Ltd. Israel Caesarea The New Wave Research Ltd. Marketing 60 Ms. Keren Corali (third party, Research 40 individual)

Personalics Israel Caesarea Nielsen Innovate Fund, LP Marketing 21.37 Third parties Research 78.63

Revuse Technology Ltd. Israel Netanya Nielsen Innovate Fund, LP Marketing 21.25 Third parties Research 78.75

Tapreason Israel Caesarea Nielsen Innovate Fund, LP Marketing 33.87 Third parties Research 66.13

Tomobox Israel Ltd Israel Caesarea Nielsen Innovate Fund, LP Marketing 22.45 Third parties Research Percentage is subject to fluctuations

Vbrand Israel Caesarea Nielsen Innovate Fund, LP Marketing 21.67 Third parties Research 78.35

Vo Ca Vu Israel Caesarea Nielsen Innovate Fund, LP Marketing 29.99 Third parties Research 70.01

Wishelf Ltd Israel Caesarea Nielsen Innovate Fund, LP Marketing 22.09 Third parties Research Percentage is subject to fluctuations

Wizer Israel Caesarea Nielsen Innovate Fund, LP Marketing 28.6 Third parties Research 71.4

Ourcart Israel Tel Aviv Nielsen Innovate Fund, LP Marketing 38.60 Third parties Research Percentage is subject to fluctuations

Ongaku ShuppanSha Co., Ltd Japan Tokyo Gracenote Inc Marketing 16.67 Third Parties Research 83.33

156

Company Country Registered City Shareholder Purpose %

Video Research Interactive Inc. Japan Tokyo ACNielsen eRatings.com Marketing 34 Video Research Ltd (third party) Research 51 Dentsu, Inc. (third party) 3,5 Cyber Communications Inc. (third 3,5 party) 3,5 D.A. Consortium Inc. (third party) 2,7 Hakuhodo Incorporated (third 1 party) 0,8 Asatsu-DK Inc. (third party) Hakuhodo DY Media Partners Incorporated (third party)

AGB Stat IPSOS sal Lebanon Dekwaneh AGB Nielsen Media Research Marketing 40 TAM Holding B.V. Research 30 Ipsos SA (third party) 30 STAT SAL (third party)

ATRI RETEL (Thailand) Co. Ltd Thailand Bangkok A3 Distrib SAS Marketing 49 Third parties Research 51

Bibliographic Data Services United Dumfriesshire Nielsen Book Services Limited Marketing 40 Limited* Kingdom Dumfries & Galloway Enterprise Research 20 BSD has two direct (third party) 20 subsidiaries: Weesleekit Lesley Whyte (third party) 20 Limited and E-Haus Limited. Eric Green (third party) These entities are not included in this overview as we are in the process of collecting information on these companies.

CGA Strategy Limited*CGA United Shareport A.C. Nielsen Company Marketing 22.22 subsidiary is CGA Nielsen Kingdom LimitedMondiale Media Holdings Research 72.22 (Global) Limited (3481/UK). LLP (third party)Philip Tate (third 5.56 This entity is indirectly owned party) by AC Nielsen Company Limited (1378/UK) by 22.22%.This entity is not included in this overview

ITWP Acquisitions Limited United London Harris Interactive International, Marketing 10 * This company has multiple Kingdom Inc. Research 90 (in)direct subsidiaries and third parties investments worldwide (Toluna Group). Not included in this list.

Carrier IQ, Inc. United States California The Nielsen Company (US), LLC Marketing <4 Research

Frogtek Bop, LLC United States Pennsylvania Nielsen International Holdings, Inc. Marketing 14.3 Third parties Research 85.7

JEGI Internet Economy Partners, United States New York VNU International B.V. Marketing 6.616646 L.P. Research

Musicplay Analytics LLC United States Cincinnati Gracenote Inc Marketing 4.02 Third party Research 95.98

Percipient Inc. United States Illinois ACNielsen Corporation Marketing 6.4 Research

TVaura LLC United States Beavertorn The Nielsen Company (US), LLC Marketing 49 Research

157