Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TransUnion | |
Entity Central Index Key | 1552033 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 111,168,095 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $87 | $77.90 |
Trade accounts receivable, net of allowance of $3.0 and $2.4 | 211.7 | 200.4 |
Other current assets | 129.6 | 122.7 |
Total current assets | 428.3 | 401 |
Property, plant and equipment, net of accumulated depreciation and amortization of $132.9 and $123.4 | 176.1 | 181.4 |
Goodwill, net | 2,009 | 2,023.90 |
Other intangibles, net of accumulated amortization of $459.5 and $407.8 | 1,891.90 | 1,939.60 |
Other assets | 109 | 119.9 |
Total assets | 4,614.30 | 4,665.80 |
Current liabilities: | ||
Trade accounts payable | 102.8 | 106.5 |
Short-term debt and current portion of long-term debt | 112.8 | 74 |
Other current liabilities | 115.4 | 149.4 |
Total current liabilities | 331 | 329.9 |
Long-term debt | 2,863.60 | 2,865.90 |
Deferred taxes | 663.4 | 676.8 |
Other liabilities | 24 | 22.1 |
Total liabilities | 3,882 | 3,894.70 |
Redeemable noncontrolling interests | 13 | 23.4 |
Stockholders' equity: | ||
Common stock, $0.01 par value; 200.0 million shares authorized at March 31, 2015 and December 31, 2014, 111.5 million and 111.4 million shares issued at March 31, 2015 and December 31, 2014, respectively, and 111.0 million shares and 110.9 million shares outstanding as of March 31, 2015 and December 31, 2014, respectively | 1.1 | 1.1 |
Additional paid-in capital | 1,141.20 | 1,138 |
Treasury stock at cost; 0.5 million shares at March 31, 2015 and December 31, 2014, respectively | -4.3 | -4.3 |
Accumulated deficit | -436.8 | -430.2 |
Accumulated other comprehensive loss | -145 | -117.5 |
Total TransUnion stockholders' equity | 556.2 | 587.1 |
Noncontrolling interests | 163.1 | 160.6 |
Total stockholders’ equity | 719.3 | 747.7 |
Total liabilities and stockholders’ equity | $4,614.30 | $4,665.80 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, except Share data, unless otherwise specified | ||
Trade accounts receivable, allowance | $3 | $2.40 |
Property, plant and equipment, accumulated depreciation and amortization | 132.9 | 123.4 |
Other intangibles, net of accumulated amortization | $459.50 | $407.80 |
Common Stock, Par Value | $0.01 | $0.01 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 111,500,000 | 111,400,000 |
Common Stock, Shares, Outstanding | 111,000,000 | 110,900,000 |
Treasury Stock, Shares | 500,000 | 500,000 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | $353.10 | $303.40 |
Operating expenses | ||
Cost of services (exclusive of depreciation and amortization below) | 125.6 | 120.9 |
Selling, general and administrative | 121.9 | 96.2 |
Depreciation and amortization | 69.1 | 51.5 |
Total operating expenses | 316.6 | 268.6 |
Operating income | 36.5 | 34.8 |
Non-operating income and expense | ||
Interest expense | -44.8 | -50.8 |
Interest income | 0.9 | 0.5 |
Earnings from equity method investments | 2.3 | 3.6 |
Other income and (expense), net | -2.3 | -1.7 |
Total non-operating income and expense | -43.9 | -48.4 |
Loss before income taxes | -7.4 | -13.6 |
Benefit for income taxes | 3 | 0.1 |
Net loss | -4.4 | -13.5 |
Less: net income attributable to the noncontrolling interests | -2.2 | -1.2 |
Net loss attributable to TransUnion | ($6.60) | ($14.70) |
Earnings Per Share, Basic | ($0.06) | ($0.13) |
Earnings Per Share, Diluted | ($0.06) | ($0.13) |
Weighted Average Number of Shares Outstanding, Basic | 111 | 110.3 |
Weighted Average Number of Shares Outstanding, Diluted | 111 | 110.3 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net income (loss) | ($4.40) | ($13.50) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | -27 | -7.7 |
Net unrealized gain (loss) on hedges (net of tax at 37%) | -0.1 | -0.1 |
Total other comprehensive loss, net of tax | -27.1 | -7.8 |
Comprehensive income (loss) | -31.5 | -21.3 |
Less: comprehensive income attributable to noncontrolling interests | -2.5 | -1.4 |
Comprehensive loss attributable to TransUnion | -34 | -22.7 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | -26.9 | -11.2 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | -0.1 | 3.5 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 0 | -0.2 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | -0.1 | 0 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | $0 | $0.10 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (Parenthetical) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Effective tax benefit rate | 40.10% | 0.60% |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | ($4.40) | ($13.50) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 69.1 | 51.5 |
Amortization and loss on fair value of interest rate swaps | 1.1 | 0 |
Amortization of deferred financing fees | 2 | 1.7 |
Stock-based compensation | 2.4 | 2 |
Provision for losses on trade accounts receivable | 0.6 | 0.6 |
Equity in net income of affiliates, net of dividends | -0.9 | -3.3 |
Deferred taxes | -9.5 | -4 |
Amortization of senior notes purchase accounting fair value adjustment and note discount | 0.2 | -4.4 |
Other | 0.2 | -0.4 |
Changes in assets and liabilities: | ||
Trade accounts receivable | -14.5 | -18.4 |
Other current and long-term assets | 6.4 | 1.5 |
Trade accounts payable | 0.5 | 0.8 |
Other current and long-term liabilities | -36.7 | -20.2 |
Cash provided by (used in) operating activities | 16.5 | -6.1 |
Cash flows from investing activities: | ||
Capital expenditures | -30.1 | -38.8 |
Proceeds from sale of trading securities | 0.3 | 0.9 |
Purchases of trading securities | -1 | -1.7 |
Proceeds from Sale of Other Investments | 3.9 | 0 |
Purchases of other investments | -7.2 | 0 |
Acquisitions and purchases of noncontrolling interests, net of cash acquired | -9.9 | -39.1 |
Acquisition-related deposits | 9.1 | 8.8 |
Cash used in investing activities | -34.9 | -69.9 |
Cash flows from financing activities: | ||
Proceeds from senior secured revolving line of credit | 35 | 28.5 |
Repayments of debt | -6.6 | -3.8 |
Proceeds from issuance of common stock and exercise of stock options | 0.8 | 0.7 |
Debt financing fees | 0 | -0.2 |
Distributions to noncontrolling interests | -0.1 | -0.5 |
Other | 0 | 0.1 |
Cash provided by financing activities | 29.1 | 24.8 |
Effect of exchange rate changes on cash and cash equivalents | -1.6 | -0.6 |
Net change in cash and cash equivalents | 9.1 | -51.8 |
Cash and cash equivalents, beginning of period | 77.9 | 111.2 |
Cash and cash equivalents, end of period | $87 | $59.40 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Paid-In Capital | Treasury Stock | Retained Earnings (Accumulated Deficit) | Accumulated Other Comp Income (Loss) | Non-controlling Interests | Total | Redeemable Non-controlling Interests (Temporary Equity) |
In Millions | |||||||||
Balance at Dec. 31, 2014 | $747.70 | $1.10 | $1,138 | ($4.30) | ($430.20) | ($117.50) | $160.60 | $747.70 | $23.40 |
Balance (in shares) at Dec. 31, 2014 | 110.9 | ||||||||
Net loss | -4.4 | -4.6 | |||||||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | 0.2 | ||||||||
Net Income (Loss) Attributable to Parent | -6.6 | 0 | 0 | 0 | -6.6 | 0 | |||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2 | ||||||||
Other comprehensive income (loss) | -27.1 | 0 | 0 | 0 | 0 | -27.5 | 0.4 | -27.1 | 0 |
Distributions to noncontrolling interests | 0 | 0 | 0 | 0 | 0 | -0.1 | -0.1 | 0 | |
Reclassification of Redeemable Non Controlling Interests | 0 | 0.2 | 0.2 | -0.2 | |||||
Purchase of noncontrolling interests | 0 | -0.1 | 0 | 0 | 0 | 0 | -0.1 | -10.4 | |
Proceeds and Excess Tax Benefit from Share-based Compensation | 0 | 0.1 | 0 | 0 | 0 | 0 | 0.1 | 0 | |
Stock-based compensation | 0 | 2.4 | 0 | 0 | 0 | 0 | 2.4 | 0 | |
Stock Issued During Period, Shares, New Issues | 0 | ||||||||
Issuance of stock | 0 | 0.4 | 0 | 0 | 0 | 0 | 0.4 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0.1 | ||||||||
Exercise of stock options | 0 | 0.4 | 0 | 0 | 0 | 0 | 0.4 | 0 | |
Balance at Mar. 31, 2015 | $719.30 | $1.10 | $1,141.20 | ($4.30) | ($436.80) | ($145) | $163.10 | $719.30 | $13 |
Balance (in shares) at Mar. 31, 2015 | 111 |
Significant_Accounting_and_Rep
Significant Accounting and Reporting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting and Reporting Policies | Significant Accounting and Reporting Policies |
Basis of Presentation | |
Any reference in this report to "the Company", “we", “us”, and “our” refers to TransUnion (formerly known as TransUnion Holding Company, Inc.) and its direct and indirect subsidiaries. | |
The accompanying unaudited consolidated financial statements of TransUnion have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany transactions and balances have been eliminated. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. These unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2015. | |
Principles of Consolidation | |
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its majority-owned or controlled subsidiaries. Investments in unconsolidated entities in which the Company has at least a 20% ownership interest, or where it is able to exercise significant influence, are accounted for using the equity method. Nonmarketable investments in unconsolidated entities in which the Company has less than a 20% ownership interest, or where it is not able to exercise significant influence, are accounted for using the cost method and are periodically reviewed for impairment. | |
Change in Accounting Estimate | |
Effective July 1, 2014, we revised the remaining useful lives of certain internal use software, equipment, leasehold improvement and corporate headquarters facility assets to align with the expected completion dates of our strategic initiatives to transform our technology infrastructure and corporate headquarters facility. As a result, depreciation and amortization expense increased by $8.0 million in the three months ended March 31, 2015. The net-of-tax impact of this change decreased net income attributable to TransUnion by $5.2 million, or $0.05 per share for the period. | |
Subsequent Events | |
Events and transactions occurring through the date of issuance of the financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or notes to the consolidated financial statements. | |
Recently Adopted Accounting Pronouncements | |
There are no recent accounting pronouncements that have been adopted. | |
Recent Accounting Pronouncement Not Yet Adopted | |
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This comprehensive guidance will replace all existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. | |
On June 19, 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This update clarifies the accounting for share-based awards with performance targets and is effective for years beginning after December 15, 2015. We are currently assessing the impact this guidance will have on our consolidated financial statements. | |
On April 7, 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30). Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs to be presented in the balance sheet as a direct reduction of the carrying amount of the corresponding debt. This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods therein. Early adoption is permitted. The impact of this guidance will reduce the net carrying value of debt disclosed in our consolidated balance sheet. |
Fair_Value
Fair Value | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of March 31, 2015: | |||||||||||||||||
(in millions) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets | |||||||||||||||||
Trading securities | $ | 11.7 | $ | 7.3 | $ | 4.4 | $ | — | |||||||||
Available for sale securities | 3 | — | 3 | — | |||||||||||||
Total | $ | 14.7 | $ | 7.3 | $ | 7.4 | $ | — | |||||||||
Liabilities | |||||||||||||||||
Contingent obligation | $ | (5.4 | ) | $ | — | $ | — | $ | (5.4 | ) | |||||||
Interest rate swaps | (2.9 | ) | — | (2.9 | ) | — | |||||||||||
Total | $ | (8.3 | ) | $ | — | $ | (2.9 | ) | $ | (5.4 | ) | ||||||
Level 1 instruments consist of exchange-traded mutual funds. Exchange-traded mutual funds are trading securities valued at their current market prices. These securities relate to a nonqualified deferred compensation plan held in trust for the benefit of plan participants. | |||||||||||||||||
Level 2 instruments consist of pooled separate accounts, foreign exchange-traded corporate bonds and interest rate swaps. Pooled separate accounts are designated as trading securities valued at net asset values. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants. Foreign exchange-traded corporate bonds are available-for-sale securities valued at their current quoted prices. These securities mature between 2027 and 2033. Interest rate swaps fair values are determined using standard valuation models with market-based observable inputs including forward and spot exchange rates and interest rate curves. See Note 8, “Debt” for additional information regarding interest rate swaps. | |||||||||||||||||
Unrealized gains and losses on trading securities are included in net income, while unrealized gains and losses on available for sale securities are included in other comprehensive income. There were no significant realized or unrealized gains or losses on our securities for any of the periods presented. | |||||||||||||||||
Level 3 instruments consist of contingent obligations related to acquisitions with maximum payouts totaling $19.5 million. These obligations are contingent upon meeting certain performance requirements in 2015 and 2016. The fair values of these obligations were determined based on an income approach, using our current expectations of the future earnings of the acquired entities. We assess the fair value of these obligations each reporting period with any changes reflected as gains or losses in selling, general and administrative expenses in the consolidated statements of income. During the first quarter of 2015, we recorded an expense of $0.4 million as a result of changes to the fair value of these obligations. |
Other_Current_Assets
Other Current Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Other Current Assets | Other Current Assets | ||||||||
Other current assets consisted of the following: | |||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Deferred income tax assets | $ | 48.3 | $ | 51.2 | |||||
Prepaid expenses | 48 | 43.4 | |||||||
Other investments | 12.3 | 8.8 | |||||||
Deferred financing fees | 8.3 | 8.2 | |||||||
Income taxes receivable | 5 | 2.8 | |||||||
Marketable securities | 3 | 3 | |||||||
Other | 4.7 | 5.3 | |||||||
Total other current assets | $ | 129.6 | $ | 122.7 | |||||
Other investments are non-negotiable certificates of deposit of which the majority are in denominations of greater than $0.1 million. As of March 31, 2015, these investments were recorded at their carrying value. |
Other_Assets
Other Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Other Assets | Other Assets | ||||||||
Other assets consisted of the following: | |||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Investments in affiliated companies | $ | 52 | $ | 52.8 | |||||
Deferred financing fees | 23.7 | 25.8 | |||||||
Other investments | 18.9 | 18.8 | |||||||
Marketable securities | 11.7 | 10.9 | |||||||
Deposits | 2.4 | 11.5 | |||||||
Other | 0.3 | 0.1 | |||||||
Total other assets | $ | 109 | $ | 119.9 | |||||
Other investments include non-negotiable certificates of deposit of which the majority are in denominations of greater than $0.1 million. As of March 31, 2015, these investments were recorded at their carrying value. |
Investments_in_Affiliated_Comp
Investments in Affiliated Companies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Investments in Affiliated Companies | Investments in Affiliated Companies | ||||||||
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, credit scoring and credit monitoring services. These investments are included in other assets in the consolidated balance sheets. | |||||||||
We use the equity method to account for investments in affiliates where we have at least a 20% ownership interest or where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest. | |||||||||
We use the cost method to account for nonmarketable investments in affiliates where we have less than a 20% ownership interest or where we are not able to exercise significant influence. For these investments, we adjust the carrying value for purchases and sales of our ownership interests. | |||||||||
For all investments, we adjust the carrying value if we determine that an other-than-temporary impairment has occurred. There were no impairments of investments in affiliated companies during the three months ended March 31, 2015 or March 31, 2014. | |||||||||
Investments in affiliated companies consisted of the following: | |||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Total equity method investments | $ | 51.1 | $ | 51.9 | |||||
Total cost method investments | 0.9 | 0.9 | |||||||
Total investments in affiliated companies | $ | 52 | $ | 52.8 | |||||
Earnings from equity method investments, which are included in other income and expense, and dividends received from equity method investments consisted of the following: | |||||||||
(in millions) | Three Months Ended | Three Months Ended | |||||||
March 31, 2015 | March 31, 2014 | ||||||||
Earnings from equity method investments | $ | 2.3 | $ | 3.6 | |||||
Dividends received from equity method investments | $ | 1.4 | $ | 0.3 | |||||
There were no dividends received from cost method investments for the three months ended March 31, 2015 and March 31, 2014. |
Other_Current_Liabilities
Other Current Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Other Current Liabilities | Other Current Liabilities | ||||||||
Other current liabilities consisted of the following: | |||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Accrued payroll | $ | 42.6 | $ | 71.5 | |||||
Accrued legal and regulatory | 17.8 | 17.8 | |||||||
Accrued interest | 14.3 | 20.5 | |||||||
Accrued employee benefits | 9.4 | 13 | |||||||
Deferred revenue | 8.3 | 8.6 | |||||||
Other | 23 | 18 | |||||||
Total other current liabilities | $ | 115.4 | $ | 149.4 | |||||
The decrease in accrued payroll was due primarily to the payment of accrued bonuses during the first quarter of 2015. |
Other_liabilities
Other liabilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other liabilities | Other Liabilities | ||||||||
Other liabilities consisted of the following: | |||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Retirement benefits | $ | 11.8 | $ | 10.8 | |||||
Unrecognized tax benefits | 0.2 | 0.3 | |||||||
Other | 12 | 11 | |||||||
Total other liabilities | $ | 24 | $ | 22.1 | |||||
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | Debt | ||||||||
Debt outstanding consisted of the following: | |||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Senior secured term loan, payable in quarterly installments through April 9, 2021, including variable interest (4.00% at March 31, 2015) at LIBOR or alternate base rate, plus applicable margin, including original discount of $4.1 million and $4.3 million at March 31, 2015, and December 31, 2014, respectively | $ | 1,876.90 | $ | 1,881.50 | |||||
Senior secured revolving line of credit, due on April 9, 2019, variable interest (3.75% at March 31, 2015) at LIBOR or alternate base rate, plus applicable margin | 85 | 50 | |||||||
9.625% Senior Notes - Senior unsecured PIK toggle notes, principal due June 15, 2018, semi-annual interest payments, 9.625% fixed interest per annum | 600 | 600 | |||||||
8.125% Senior Notes - Senior unsecured PIK toggle notes, principal due June 15, 2018, semi-annual interest payments, 8.125% fixed interest per annum, including original issuance discount of $1.3 million at March 31, 2015, and December 31, 2014 | 398.7 | 398.7 | |||||||
Other notes payable | 13.8 | 7.4 | |||||||
Capital lease obligations | 2 | 2.3 | |||||||
Total debt | $ | 2,976.40 | $ | 2,939.90 | |||||
Less short-term debt and current portion of long-term debt | (112.8 | ) | (74.0 | ) | |||||
Total long-term debt | $ | 2,863.60 | $ | 2,865.90 | |||||
Senior Secured Credit Facility | |||||||||
On June 15, 2010, the Company entered into a senior secured credit facility with various lenders. The senior secured credit facility consists of a senior secured term loan and a senior secured revolving line of credit. On April 9, 2014, we refinanced and amended the senior secured credit facility. The refinancing resulted in an increase in the outstanding senior secured term loan from $1,120.5 million to $1,900.0 million. The amendment, among other things, reduced the interest rate floor and margins, reduced the amount available under the senior secured revolving line of credit from $210.0 million to $190.0 million, extended the maturity dates, and changed certain covenant requirements. The additional borrowings were used in part to repay all amounts outstanding under the existing senior secured revolving line of credit and pay fees and expenses associated with the refinancing transaction. On May 9, 2014, the remaining borrowings were used to redeem the entire $645.0 million outstanding balance of the 11.375% notes issued by Trans Union LLC and its wholly-owned subsidiary, TransUnion Financing Corporation, including a prepayment premium and unpaid accrued interest through June 15, 2014. We refer to these transactions collectively as the "2014 Refinancing Transaction." | |||||||||
Interest rates on the refinanced senior secured term loan are based on the London Interbank Offered Rate ("LIBOR") unless otherwise elected, and subject to a floor of 1.00%, plus a margin of 2.75% or 3.00% depending on our senior secured net leverage ratio. Under the refinanced senior secured term loan, the Company is required to make principal payments of 0.25% of the refinanced original principal balance at the end of each quarter, with the remaining balance due April 9, 2021. The Company is also required to make additional payments based on excess cash flows, as defined in the agreement, of the prior year. There were no excess cash flows for 2014 and therefore no payment was required in 2015. Depending on the senior secured net leverage ratio for the year, a principal payment of between zero and fifty percent of the excess cash flows will be due the following year. | |||||||||
During the fourth quarter of 2014, the Company borrowed $50.0 million against the senior secured revolving line of credit to partially fund acquisitions made in 2014. In March of 2015, the Company borrowed an additional $35.0 million to complete these funding requirements and replenish cash on hand. | |||||||||
Interest rates on the refinanced senior secured revolving line of credit are based on LIBOR unless otherwise elected, and subject to a floor of 1.00%, plus a margin of 2.50% or 2.75% depending on our senior secured net leverage ratio. There is a 0.375% or 0.50% annual commitment fee, depending on our senior secured net leverage ratio, payable quarterly based on the undrawn portion of the senior secured revolving line of credit. The commitment under the senior secured revolving line of credit expires on April 9, 2019. | |||||||||
With certain exceptions, the obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The senior secured credit facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. We are in compliance with all of the loan covenants. | |||||||||
On April 30, 2012, we entered into swap agreements that effectively fixed the interest payments on a portion of the then existing senior secured term loan at 2.033%, plus the applicable margin, beginning March 28, 2013. Under the swap agreements, which we had designated as cash flow hedges, we pay a fixed rate of interest of 2.033% and receive a variable rate of interest equal to the greater of 1.50% or the three month LIBOR. The net amount paid or received was recorded as an adjustment to interest expense. As a result of the April 9, 2014, senior secured credit facility amendment, the swaps were no longer expected to be highly effective and no longer qualify for hedge accounting. The total fair value of the swap instruments as of April 9, 2014, of $1.6 million was recorded in other liabilities in the consolidated balance sheet. The corresponding net of tax loss of $1.0 million was recorded in accumulated other comprehensive income and is being amortized to interest expense on a straight-line basis through December 29, 2017, the remaining life of the swaps. Changes in the fair value of the swaps after April 9, 2014, are being recorded in other income and expense. The change in the fair value of the swaps resulted in a loss of $0.9 million for the three-months ended March 31, 2015. | |||||||||
9.625% Senior Notes | |||||||||
On March 21, 2012, the Company issued $600.0 million principal amount of 9.625%/10.375% senior unsecured PIK toggle notes (“9.625% Senior Notes”) due June 15, 2018, in a private placement to certain investors. Pursuant to an exchange offer completed in October 2012, these notes were subsequently registered with the SEC. The Company is required to pay interest on the 9.625% Senior Notes in cash unless certain conditions described in the indenture governing the notes are satisfied, in which case the Company will be entitled to pay interest for such period by increasing the principal amount of the notes or by issuing new notes (such increase being referred to as “PIK,” or paid-in-kind interest) to the extent described in the indenture. | |||||||||
The indenture governing the 9.625% Senior Notes contains nonfinancial covenants that include restrictions on our ability to pay dividends or distributions, repurchase equity, prepay junior debt, make certain investments, incur additional debt, issue certain stock, incur liens on property, merge, consolidate or sell certain assets, enter into transactions with affiliates, and allow to exist certain restrictions on the ability of subsidiaries to pay dividends or make other payments to TransUnion. We are in compliance with all covenants under the indenture. | |||||||||
8.125% Senior Notes | |||||||||
On November 1, 2012, the Company issued $400.0 million principal amount of 8.125%/8.875% senior unsecured PIK toggle notes (“8.125% Senior Notes” and together with the 9.625% Senior Notes, the "senior unsecured PIK toggle notes") due June 15, 2018, at an offering price of 99.5% in a private placement to certain investors. Pursuant to an exchange offer completed in August 2013, these notes were subsequently registered with the SEC. The Company is required to pay interest on the 8.125% Senior Notes in cash unless certain conditions described in the indenture governing the notes are satisfied, in which case the Company will be entitled to pay interest for such period by increasing the principal amount of the notes or by issuing new notes to the extent described in the indenture. | |||||||||
The indenture governing the 8.125% Senior Notes and the nonfinancial covenants are substantially identical to those governing the 9.625% Senior Notes. We are in compliance with all covenants under the indenture. | |||||||||
Fair Value of Debt | |||||||||
The estimated fair values of our 9.625% and 8.125% Senior Notes as of March 31, 2015, were $607.5 million and $412.4 million, respectively, compared with book values of $600.0 million and $398.7 million, respectively. The fair values of these fixed-rate notes, as determined under Level 2 of the fair-value hierarchy, are measured using quoted market prices of these publicly traded securities. The book value of our variable-rate debt approximates its fair value. The estimated fair value of our debt may not represent the actual settlement value due to redemption premiums and prepayment penalties that we may incur in connection with extinguishing our debt before its stated maturity. |
Earnings_Per_Share_Notes
Earnings Per Share (Notes) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||
Earnings Per Share [Text Block] | Earnings Per Share | |||||||||
Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our long-term incentive stock plans. There were 7.8 million and 7.5 million anti-dilutive stock-based awards outstanding at March 31, 2015 and March 31, 2014, respectively, including contingently issuable market-based stock options. These awards were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive since we reported a net loss in both periods. Basic and diluted weighted average shares outstanding and earnings per share for the years ended March 31, 2015 and March 31, 2014, were as follows: | ||||||||||
(in millions, except per share data) | Three Months Ended | Three Months Ended | ||||||||
March 31, 2015 | March 31, 2014 | |||||||||
Earnings per share - basic | ||||||||||
Earnings available to common shareholders | $ | (6.6 | ) | $ | (14.7 | ) | ||||
Weighted average shares outstanding | 111 | 110.3 | ||||||||
Earnings per share - basic | $ | (0.06 | ) | $ | (0.13 | ) | ||||
Earnings per share - diluted | ||||||||||
Earnings available to common shareholders | $ | (6.6 | ) | $ | (14.7 | ) | ||||
Weighted average shares outstanding | 111 | 110.3 | ||||||||
Dilutive impact of stock based awards | — | — | ||||||||
Weighted average dilutive shares outstanding | 111 | 110.3 | ||||||||
Earnings per share - diluted | $ | (0.06 | ) | $ | (0.13 | ) |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
Effective January 1, 2015, the look-through provision under subpart F of the U.S. Internal Revenue Code expired. Consequently, in both periods presented, we recorded tax expense for the U.S. income tax we would incur in the absence of the look-through rule. This rule requires U.S. corporate shareholders to recognize current U.S. taxable income from passive income, including dividends, earned by certain foreign subsidiaries, regardless of whether that income is remitted to the United States. The look-through rule grants an exception to this recognition for subsidiary passive income attributable to an active business. When it is not in effect, we are required to accrue a tax liability for certain foreign earnings as if those earnings were distributed to the United States. | |
For the three months ended March 31, 2015, we reported a loss before income taxes and an effective tax rate benefit of 40.1%, which was higher than the 35% U.S. federal statutory rate due primarily to the benefit of state income taxes and the tax rate differential on foreign earnings, partially offset by the expiration of the look-through rule. | |
For the three months ended March 31, 2014, we reported a loss before income taxes and an effective tax rate benefit of 0.6%, which was lower than the 35% U.S. federal statutory rate due primarily to the additional tax expense associated with the expiration of the look-through rule, tax expense on unremitted foreign earnings not considered permanently reinvested, increased tax due to foreign dividends and a detrimental change in state tax rates which primarily affected deferred tax expense. | |
The total amount of unrecognized tax benefits was $1.9 million as of both March 31, 2015 and December 31, 2014, and these same amounts would affect the effective tax rate, if recognized. The accrued interest payable for taxes as of March 31, 2015, and December 31, 2014, was $1.0 million and $0.9 million, respectively. There was no significant liability for tax penalties as of March 31, 2015 or December 31, 2014. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. As of March 31, 2015, tax years 2006 and forward remained open for examination in some state and foreign jurisdictions and tax years 2009 and forward remained open for federal purposes. The Internal Revenue Service issued its final Revenue Agent’s Report to the Company during December 2014 for its audit of 2009 through 2011 tax years. We evaluated the issues raised and, where appropriate, made adjustments where we determined that we did not have a more likely than not probability of prevailing upon appeal. |
Operating_Segments
Operating Segments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Operating Segments | Operating Segments | ||||||||||||||||
Operating segments are businesses for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources. This segment financial information is reported on the basis that is used for the internal evaluation of operating performance. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” included in our Annual Report on Form 10-K for the year ended December 31, 2014. | |||||||||||||||||
We evaluate the performance of segments based on revenue and operating income. Intersegment sales and transfers have been eliminated and were not material. | |||||||||||||||||
The following is a more detailed description of the three operating segments and the Corporate unit, which provides support services to each operating segment: | |||||||||||||||||
U.S. Information Services | |||||||||||||||||
U.S. Information Services (“USIS”) provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. These businesses use our services to acquire new customers, assess consumer ability to pay for services, identify cross selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. These core capabilities and delivery platforms in our USIS segment allow us to serve a broad set of customers and business issues. We offer our services to customers in the financial services, insurance, healthcare and other industries. | |||||||||||||||||
International | |||||||||||||||||
The International segment provides services similar to our USIS segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, these services may include credit reports, analytics and decisioning services and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances. | |||||||||||||||||
Consumer Interactive | |||||||||||||||||
Consumer Interactive offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution and financial management. Our products are provided through user friendly online and mobile interfaces and supported by educational content and customer support. Our Consumer Interactive segment serves over 35 million consumers through both direct and indirect channels. | |||||||||||||||||
Corporate | |||||||||||||||||
Corporate provides shared services for the Company and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the operating segments remain in Corporate. These costs are typically for enterprise-level functions and are primarily administrative in nature. | |||||||||||||||||
Selected financial information consisted of the following: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||||||
(in millions) | Revenue | Operating | Revenue | Operating | |||||||||||||
income | income | ||||||||||||||||
(loss) | (loss) | ||||||||||||||||
USIS | $ | 222.2 | $ | 31.3 | $ | 194.2 | $ | 32.4 | |||||||||
International | 62.9 | 2.4 | 54.1 | 2.2 | |||||||||||||
Consumer Interactive | 68 | 23.6 | 55.1 | 19 | |||||||||||||
Corporate | — | (20.8 | ) | — | (18.8 | ) | |||||||||||
Total | $ | 353.1 | $ | 36.5 | $ | 303.4 | $ | 34.8 | |||||||||
A reconciliation of operating income to income (loss) before income taxes for the periods ended as presented was as follows: | |||||||||||||||||
(in millions) | Three Months Ended | Three Months Ended | |||||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||||||
Operating income from segments | $ | 36.5 | $ | 34.8 | |||||||||||||
Non-operating income and expense | (43.9 | ) | (48.4 | ) | |||||||||||||
Income (loss) before income taxes | $ | (7.4 | ) | $ | (13.6 | ) | |||||||||||
Earnings from equity method investments included in other income and expense, net, for the periods presented were as follows: | |||||||||||||||||
(in millions) | Three Months Ended | Three Months Ended | |||||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||||||
USIS | $ | 0.4 | $ | 0.3 | |||||||||||||
International | 1.9 | 3.3 | |||||||||||||||
Consumer Interactive | — | — | |||||||||||||||
Total | $ | 2.3 | $ | 3.6 | |||||||||||||
Significant_Accounting_and_Rep1
Significant Accounting and Reporting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Any reference in this report to "the Company", “we", “us”, and “our” refers to TransUnion (formerly known as TransUnion Holding Company, Inc.) and its direct and indirect subsidiaries. | |
The accompanying unaudited consolidated financial statements of TransUnion have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany transactions and balances have been eliminated. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. These unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2015. | |
Principles of Consolidation | Principles of Consolidation |
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its majority-owned or controlled subsidiaries. Investments in unconsolidated entities in which the Company has at least a 20% ownership interest, or where it is able to exercise significant influence, are accounted for using the equity method. Nonmarketable investments in unconsolidated entities in which the Company has less than a 20% ownership interest, or where it is not able to exercise significant influence, are accounted for using the cost method and are periodically reviewed for impairment. | |
Accounting Changes [Text Block] | Change in Accounting Estimate |
Effective July 1, 2014, we revised the remaining useful lives of certain internal use software, equipment, leasehold improvement and corporate headquarters facility assets to align with the expected completion dates of our strategic initiatives to transform our technology infrastructure and corporate headquarters facility. As a result, depreciation and amortization expense increased by $8.0 million in the three months ended March 31, 2015. The net-of-tax impact of this change decreased net income attributable to TransUnion by $5.2 million, or $0.05 per share for the period. | |
Subsequent Events | Subsequent Events |
Events and transactions occurring through the date of issuance of the financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or notes to the consolidated financial statements. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements |
There are no recent accounting pronouncements that have been adopted. | |
Recent Accounting Pronouncement Not Yet Adopted | |
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This comprehensive guidance will replace all existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. | |
On June 19, 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This update clarifies the accounting for share-based awards with performance targets and is effective for years beginning after December 15, 2015. We are currently assessing the impact this guidance will have on our consolidated financial statements. | |
On April 7, 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30). Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs to be presented in the balance sheet as a direct reduction of the carrying amount of the corresponding debt. This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods therein. Early adoption is permitted. The impact of this guidance will reduce the net carrying value of debt disclosed in our consolidated balance sheet. |
Fair_Value_Tables
Fair Value (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Financial Instruments Measured At Fair Value, on Recurring Basis | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of March 31, 2015: | ||||||||||||||||
(in millions) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets | |||||||||||||||||
Trading securities | $ | 11.7 | $ | 7.3 | $ | 4.4 | $ | — | |||||||||
Available for sale securities | 3 | — | 3 | — | |||||||||||||
Total | $ | 14.7 | $ | 7.3 | $ | 7.4 | $ | — | |||||||||
Liabilities | |||||||||||||||||
Contingent obligation | $ | (5.4 | ) | $ | — | $ | — | $ | (5.4 | ) | |||||||
Interest rate swaps | (2.9 | ) | — | (2.9 | ) | — | |||||||||||
Total | $ | (8.3 | ) | $ | — | $ | (2.9 | ) | $ | (5.4 | ) | ||||||
Other_Current_Assets_Tables
Other Current Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Other Current Assets | Other current assets consisted of the following: | ||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Deferred income tax assets | $ | 48.3 | $ | 51.2 | |||||
Prepaid expenses | 48 | 43.4 | |||||||
Other investments | 12.3 | 8.8 | |||||||
Deferred financing fees | 8.3 | 8.2 | |||||||
Income taxes receivable | 5 | 2.8 | |||||||
Marketable securities | 3 | 3 | |||||||
Other | 4.7 | 5.3 | |||||||
Total other current assets | $ | 129.6 | $ | 122.7 | |||||
Other_Assets_Tables
Other Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Other assets | |||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Investments in affiliated companies | $ | 52 | $ | 52.8 | |||||
Deferred financing fees | 23.7 | 25.8 | |||||||
Other investments | 18.9 | 18.8 | |||||||
Marketable securities | 11.7 | 10.9 | |||||||
Deposits | 2.4 | 11.5 | |||||||
Other | 0.3 | 0.1 | |||||||
Total other assets | $ | 109 | $ | 119.9 | |||||
Investments_in_Affiliated_Comp1
Investments in Affiliated Companies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Investments in Affiliated Companies | Investments in affiliated companies consisted of the following: | ||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Total equity method investments | $ | 51.1 | $ | 51.9 | |||||
Total cost method investments | 0.9 | 0.9 | |||||||
Total investments in affiliated companies | $ | 52 | $ | 52.8 | |||||
Earnings and Dividends from Equity Method of Investment | Earnings from equity method investments, which are included in other income and expense, and dividends received from equity method investments consisted of the following: | ||||||||
(in millions) | Three Months Ended | Three Months Ended | |||||||
March 31, 2015 | March 31, 2014 | ||||||||
Earnings from equity method investments | $ | 2.3 | $ | 3.6 | |||||
Dividends received from equity method investments | $ | 1.4 | $ | 0.3 | |||||
Other_Current_Liabilities_Tabl
Other Current Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Other Current Liabilities | Other current liabilities consisted of the following: | ||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Accrued payroll | $ | 42.6 | $ | 71.5 | |||||
Accrued legal and regulatory | 17.8 | 17.8 | |||||||
Accrued interest | 14.3 | 20.5 | |||||||
Accrued employee benefits | 9.4 | 13 | |||||||
Deferred revenue | 8.3 | 8.6 | |||||||
Other | 23 | 18 | |||||||
Total other current liabilities | $ | 115.4 | $ | 149.4 | |||||
Other_liabilities_Tables
Other liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other Liabilities | Other liabilities consisted of the following: | ||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Retirement benefits | $ | 11.8 | $ | 10.8 | |||||
Unrecognized tax benefits | 0.2 | 0.3 | |||||||
Other | 12 | 11 | |||||||
Total other liabilities | $ | 24 | $ | 22.1 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Outstanding | Debt outstanding consisted of the following: | ||||||||
(in millions) | 31-Mar-15 | 31-Dec-14 | |||||||
Senior secured term loan, payable in quarterly installments through April 9, 2021, including variable interest (4.00% at March 31, 2015) at LIBOR or alternate base rate, plus applicable margin, including original discount of $4.1 million and $4.3 million at March 31, 2015, and December 31, 2014, respectively | $ | 1,876.90 | $ | 1,881.50 | |||||
Senior secured revolving line of credit, due on April 9, 2019, variable interest (3.75% at March 31, 2015) at LIBOR or alternate base rate, plus applicable margin | 85 | 50 | |||||||
9.625% Senior Notes - Senior unsecured PIK toggle notes, principal due June 15, 2018, semi-annual interest payments, 9.625% fixed interest per annum | 600 | 600 | |||||||
8.125% Senior Notes - Senior unsecured PIK toggle notes, principal due June 15, 2018, semi-annual interest payments, 8.125% fixed interest per annum, including original issuance discount of $1.3 million at March 31, 2015, and December 31, 2014 | 398.7 | 398.7 | |||||||
Other notes payable | 13.8 | 7.4 | |||||||
Capital lease obligations | 2 | 2.3 | |||||||
Total debt | $ | 2,976.40 | $ | 2,939.90 | |||||
Less short-term debt and current portion of long-term debt | (112.8 | ) | (74.0 | ) | |||||
Total long-term debt | $ | 2,863.60 | $ | 2,865.90 | |||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ||||||||||
(in millions, except per share data) | Three Months Ended | Three Months Ended | ||||||||
March 31, 2015 | March 31, 2014 | |||||||||
Earnings per share - basic | ||||||||||
Earnings available to common shareholders | $ | (6.6 | ) | $ | (14.7 | ) | ||||
Weighted average shares outstanding | 111 | 110.3 | ||||||||
Earnings per share - basic | $ | (0.06 | ) | $ | (0.13 | ) | ||||
Earnings per share - diluted | ||||||||||
Earnings available to common shareholders | $ | (6.6 | ) | $ | (14.7 | ) | ||||
Weighted average shares outstanding | 111 | 110.3 | ||||||||
Dilutive impact of stock based awards | — | — | ||||||||
Weighted average dilutive shares outstanding | 111 | 110.3 | ||||||||
Earnings per share - diluted | $ | (0.06 | ) | $ | (0.13 | ) |
Operating_Segments_Tables
Operating Segments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Selected Financial Information | Selected financial information consisted of the following: | ||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||||||
(in millions) | Revenue | Operating | Revenue | Operating | |||||||||||||
income | income | ||||||||||||||||
(loss) | (loss) | ||||||||||||||||
USIS | $ | 222.2 | $ | 31.3 | $ | 194.2 | $ | 32.4 | |||||||||
International | 62.9 | 2.4 | 54.1 | 2.2 | |||||||||||||
Consumer Interactive | 68 | 23.6 | 55.1 | 19 | |||||||||||||
Corporate | — | (20.8 | ) | — | (18.8 | ) | |||||||||||
Total | $ | 353.1 | $ | 36.5 | $ | 303.4 | $ | 34.8 | |||||||||
Reconciliation of Operating Income (Loss) to Income (Loss) from Continuing Operations Before Income Tax | A reconciliation of operating income to income (loss) before income taxes for the periods ended as presented was as follows: | ||||||||||||||||
(in millions) | Three Months Ended | Three Months Ended | |||||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||||||
Operating income from segments | $ | 36.5 | $ | 34.8 | |||||||||||||
Non-operating income and expense | (43.9 | ) | (48.4 | ) | |||||||||||||
Income (loss) before income taxes | $ | (7.4 | ) | $ | (13.6 | ) | |||||||||||
Earning from Equity Method Investments Included in Other Income and Expense, Net | Earnings from equity method investments included in other income and expense, net, for the periods presented were as follows: | ||||||||||||||||
(in millions) | Three Months Ended | Three Months Ended | |||||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||||||
USIS | $ | 0.4 | $ | 0.3 | |||||||||||||
International | 1.9 | 3.3 | |||||||||||||||
Consumer Interactive | — | — | |||||||||||||||
Total | $ | 2.3 | $ | 3.6 | |||||||||||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |
Maximum Ownership Percent Consider Under Cost Method Investments | 20.00% |
Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Equity Method Investment, Ownership Percentage | 20.00% |
Effect On Operating Income [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Change in Accounting Estimate, Financial Effect | 8 |
Effect on Net Income [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Change in Accounting Estimate, Financial Effect | 5.2 |
Common Stock | |
Summary Of Significant Accounting Policies [Line Items] | |
Change in Accounting Estimate, Financial Effect | $0.05 |
Financial_Instruments_Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 09, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Maximum payout for contingent obligation | $19.50 | ||
Accumulated other comprehensive loss | -145 | -117.5 | |
Financial instruments measured at fair value, on a recurring basis | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0.4 | ||
Fair Value, Recurring | |||
Financial instruments measured at fair value, on a recurring basis | |||
Trading securities | 11.7 | ||
Available-for-sale Securities, Noncurrent | 3 | ||
Assets, Fair Value Disclosure | 14.7 | ||
Derivative Liability, Fair Value, Gross Liability | -2.9 | ||
Business Combination, Contingent Consideration, Liability | -5.4 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | -8.3 | ||
Level 1 | Fair Value, Recurring | |||
Financial instruments measured at fair value, on a recurring basis | |||
Trading securities | 7.3 | ||
Available-for-sale Securities, Noncurrent | 0 | ||
Assets, Fair Value Disclosure | 7.3 | ||
Derivative Liability, Fair Value, Gross Liability | 0 | ||
Business Combination, Contingent Consideration, Liability | 0 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | ||
Level 2 | Fair Value, Recurring | |||
Financial instruments measured at fair value, on a recurring basis | |||
Trading securities | 4.4 | ||
Available-for-sale Securities, Noncurrent | 3 | ||
Assets, Fair Value Disclosure | 7.4 | ||
Derivative Liability, Fair Value, Gross Liability | -2.9 | ||
Business Combination, Contingent Consideration, Liability | 0 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | -2.9 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring | |||
Financial instruments measured at fair value, on a recurring basis | |||
Trading securities | 0 | ||
Available-for-sale Securities, Noncurrent | 0 | ||
Assets, Fair Value Disclosure | 0 | ||
Derivative Liability, Fair Value, Gross Liability | 0 | ||
Business Combination, Contingent Consideration, Liability | -5.4 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | -5.4 | ||
Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Accumulated other comprehensive loss | 1 | ||
Financial instruments measured at fair value, on a recurring basis | |||
Derivative Liability, Fair Value, Gross Liability | ($1.60) | ||
Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Debt Maturities, Date | 17-Dec-27 | ||
Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Debt Maturities, Date | 17-Jan-33 |
Other_Current_Assets_Detail
Other Current Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Other Assets, Current [Line Items] | ||
Time Deposits, $100,000 or More, Foreign | $0.10 | |
Prepaid expenses | 48 | 43.4 |
Deferred financing fees | 8.3 | 8.2 |
Marketable Securities, Current | 3 | 3 |
Income taxes receivable | 5 | 2.8 |
Deferred income tax assets | 48.3 | 51.2 |
Other Short-term Investments | 12.3 | 8.8 |
Other | 4.7 | 5.3 |
Total other current assets | $129.60 | $122.70 |
Other_Assets_Detail
Other Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Other Assets [Line Items] | ||
Time Deposits, $100,000 or More, Foreign | $0.10 | |
Other assets | ||
Investments in affiliated companies | 52 | 52.8 |
Deferred financing fees | 23.7 | 25.8 |
Other investments | 18.9 | 18.8 |
Marketable securities | 11.7 | 10.9 |
Deposits | 2.4 | 11.5 |
Other | 0.3 | 0.1 |
Total other assets | $109 | $119.90 |
Investments_in_Affiliated_Comp2
Investments in Affiliated Companies (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Investments in and Advances to Affiliates [Line Items] | |||
Dividends or Distributions Cost Method Investment | $0 | $0 | |
Total investments in affiliated companies | 52 | 52.8 | |
Other than Temporary Impairment Losses, Investments | 0 | 0 | |
Total equity method investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Total equity method investments | 51.1 | 51.9 | |
Total cost method investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Total cost method investments | $0.90 | $0.90 |
Earnings_and_Dividends_from_Eq
Earnings and Dividends from Equity Method of Investment (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Investments in and Advances to Affiliates [Line Items] | ||
Earnings from equity method investments | $2.30 | $3.60 |
Dividends received from equity method investments | $1.40 | $0.30 |
Investments_in_Affiliated_Comp3
Investments in Affiliated Companies - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Investments in and Advances to Affiliates [Line Items] | ||
Maximum Ownership Percent Consider Under Cost Method Investments | 20.00% | |
Other than Temporary Impairment Losses, Investments | $0 | $0 |
Dividends or Distributions Cost Method Investment | $0 | $0 |
Minimum [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity Method Investment, Ownership Percentage | 20.00% |
Other_Current_Liabilities_Deta
Other Current Liabilities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Other Liabilities Current [Line Items] | ||
Accrued payroll | $42.60 | $71.50 |
Accrued interest | 14.3 | 20.5 |
Accrued legal and regulatory | 17.8 | 17.8 |
Deferred revenue | 8.3 | 8.6 |
Accrued employee benefits | 9.4 | 13 |
Other | 23 | 18 |
Total other current liabilities | $115.40 | $149.40 |
Other_Liabilities_Detail
Other Liabilities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Other liabilities | ||
Retirement benefits | $11.80 | $10.80 |
Unrecognized tax benefits | 0.2 | 0.3 |
Other | 12 | 11 |
Total other liabilities | $24 | $22.10 |
Debt_outstanding_Detail
Debt outstanding (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total debt | $2,976.40 | $2,939.90 |
Less short-term debt and current portion of long-term debt | -112.8 | -74 |
Total long-term debt | 2,863.60 | 2,865.90 |
Senior secured term loan | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Maturity Date | 9-Apr-21 | |
Total debt | 1,876.90 | 1,881.50 |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 4.00% | |
Debt Instrument, Unamortized Discount (Premium), Net | 4.1 | 4.3 |
Senior Secured Revolving Line Of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Maturity Date | 9-Apr-19 | |
Total debt | 85 | 50 |
Short-term Debt, Weighted Average Interest Rate | 3.75% | |
Nine Point Six Two Five To Ten Point Three Seven Five Percent Senior Unsecured Pik Toggle [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 600 | |
9.625% Senior notes | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Maturity Date | 15-Jun-18 | |
Total debt | 600 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 9.63% | |
Eight Point One Two Five Percent Fixed Interest Per Annum TransUnion Senior Unsecured [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Maturity Date | 15-Jun-18 | |
Total debt | 398.7 | 398.7 |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.13% | |
Debt Instrument, Unamortized Discount | 1.3 | 1.3 |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Total debt | 2 | 2.3 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $13.80 | $7.40 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 31, 2015 | Nov. 01, 2012 | Dec. 31, 2014 | 9-May-14 | Apr. 09, 2014 | Mar. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Accumulated other comprehensive loss | ($145) | ($117.50) | ||||
Nine Point Six Two Five Percent Fixed Interest Per Annum TransUnion Senior Unsecured [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 600 | |||||
Fixed interest rate | 9.63% | |||||
Debt Instrument, Maturity Date | 15-Jun-18 | |||||
Long term debt fair value | 607.5 | |||||
Nine Point Six Two Five To Ten Point Three Seven Five Percent Senior Unsecured Pik Toggle [Member] | ||||||
Debt Instrument [Line Items] | ||||||
PIK rate percentage on notes | 10.38% | |||||
Long-term Debt | 600 | |||||
Eight Point One Two Five Percent Fixed Interest Per Annum TransUnion Senior Unsecured [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 400 | |||||
Fixed interest rate | 8.13% | |||||
Debt Instrument, Maturity Date | 15-Jun-18 | |||||
Offering Price | 99.50% | |||||
PIK rate percentage on notes | 8.88% | |||||
Long-term Debt | 398.7 | |||||
Long term debt fair value | 412.4 | |||||
Debt Instrument, Unamortized Discount | 1.3 | 1.3 | ||||
11.375% Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 645 | |||||
Senior Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 1,900 | 1,120.50 | ||||
Debt Instrument, Maturity Date | 9-Apr-21 | |||||
Debt Floor Interest Rate | 1.00% | |||||
Principle Payment Quarterly Percent | 0.25% | |||||
Debt Instrument, Description of Variable Rate Basis | London Interbank Offered Rate ("LIBOR") | |||||
Variable interest rate | 4.00% | |||||
Debt Instrument, Unamortized Discount (Premium), Net | 4.1 | 4.3 | ||||
Senior Secured Revolving Line Of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 190 | 210 | ||||
Debt Instrument, Maturity Date | 9-Apr-19 | |||||
Short-term Debt, Weighted Average Interest Rate | 3.75% | |||||
Debt Floor Interest Rate | 1.00% | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||
Swap | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate of interest | 2.03% | |||||
Percentage variable rate of interest | 1.50% | |||||
Derivative Liability, Fair Value, Gross Liability | 1.6 | |||||
Accumulated other comprehensive loss | 1 | |||||
Gain on Derivative Instruments, Pretax | $0.90 | |||||
Debt Instrument, Description of Variable Rate Basis | three month LIBOR | |||||
Minimum [Member] | Senior Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||
Percentage of Excess Cash Flows to Determine Principal Payment | 0.00% | |||||
Minimum [Member] | Senior Secured Revolving Line Of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.38% | |||||
Maximum [Member] | Senior Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||
Percentage of Excess Cash Flows to Determine Principal Payment | 50.00% | |||||
Maximum [Member] | Senior Secured Revolving Line Of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7.8 | 7.5 |
Net Income (Loss) Attributable to Parent | ($6.60) | ($14.70) |
Weighted Average Number of Shares Outstanding, Basic | 111 | 110.3 |
Earnings Per Share, Basic | ($0.06) | ($0.13) |
Net Income (Loss) Available to Common Stockholders, Diluted | ($6.60) | ($14.70) |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 111 | 110.3 |
Earnings Per Share, Diluted | ($0.06) | ($0.13) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Income Tax [Line Items] | |||
Effective tax benefit rate | 40.10% | 0.60% | |
U.S. federal statutory rate | 35.00% | 35.00% | |
Unrecognized tax benefits | $1.90 | $1.90 | |
Accrued interest payable for taxes | 1 | 0.9 | |
Liability for income tax penalties | $0 | $0 |
Selected_Financial_Information
Selected Financial Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Revenue | $353.10 | $303.40 |
Operating income (loss) | 36.5 | 34.8 |
U.S. Information Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 222.2 | 194.2 |
Operating income (loss) | 31.3 | 32.4 |
International | ||
Segment Reporting Information [Line Items] | ||
Revenue | 62.9 | 54.1 |
Operating income (loss) | 2.4 | 2.2 |
Interactive [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 68 | 55.1 |
Operating income (loss) | 23.6 | 19 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Operating income (loss) | ($20.80) | ($18.80) |
Reconciliation_of_Operating_In
Reconciliation of Operating Income (Loss) to Income from Continuing Operations Before Income Tax (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) from segments | $36.50 | $34.80 |
Non-operating income and expense | -43.9 | -48.4 |
Income (loss) before income taxes | ($7.40) | ($13.60) |
Earning_from_Equity_Method_Inv
Earning from Equity Method Investments Included in Other Income and Expense Net (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Other income and expense, net from equity method investments | $2.30 | $3.60 |
U.S. Information Services | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Other income and expense, net from equity method investments | 0.4 | 0.3 |
International | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Other income and expense, net from equity method investments | 1.9 | 3.3 |
Interactive [Member] | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Other income and expense, net from equity method investments | $0 | $0 |
Operating_Segments_Additional_
Operating Segments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 3 |
Number of Consumer Interactive consumers | 35,000,000 |