Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | TransUnion |
Entity Central Index Key | 1,552,033 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 182,957,826 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 137.9 | $ 133.2 |
Trade accounts receivable, net of allowance of $6.5 and $4.2 | 272.7 | 228.3 |
Other current assets | 82.1 | 65.3 |
Total current assets | 492.7 | 426.8 |
Property, plant and equipment, net of accumulated depreciation and amortization of $221.3 and $174.3 | 190.4 | 183 |
Goodwill, net | 2,160 | 1,983.4 |
Other intangibles, net of accumulated amortization of $779.0 and $615.3 | 1,829.6 | 1,770.1 |
Other assets | 103.2 | 79.5 |
Total assets | 4,775.9 | 4,442.8 |
Current liabilities: | ||
Trade accounts payable | 109 | 105.4 |
Short-term debt and current portion of long-term debt | 49.5 | 43.9 |
Other current liabilities | 186 | 146.7 |
Total current liabilities | 344.5 | 296 |
Long-term debt | 2,338.2 | 2,160.7 |
Deferred taxes | 603.5 | 588.4 |
Other liabilities | 58.2 | 27.8 |
Total liabilities | 3,344.4 | 3,072.9 |
Redeemable noncontrolling interests | 0 | 2.9 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2016 and December 31, 2015, 183.6 million and 183.0 million shares issued at September 30, 2016 and December 31, 2015, respectively, and 183.0 million shares and 182.3 million shares outstanding as of September 30, 2016 and December 31, 2015, respectively | 1.8 | 1.8 |
Additional paid-in capital | 1,831.5 | 1,850.3 |
Treasury stock at cost; 0.7 million shares at September 30, 2016 and December 31, 2015 | (4.6) | (4.6) |
Accumulated deficit | (353.3) | (424.3) |
Accumulated other comprehensive loss | (168.9) | (191.8) |
Total TransUnion stockholders’ equity | 1,306.5 | 1,231.4 |
Noncontrolling interests | 125 | 135.6 |
Total stockholders’ equity | 1,431.5 | 1,367 |
Total liabilities and stockholders’ equity | $ 4,775.9 | $ 4,442.8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Trade accounts receivable, allowance | $ 6.5 | $ 4.2 |
Property, plant and equipment, accumulated depreciation and amortization | 221.3 | 174.3 |
Other intangibles, net of accumulated amortization | $ 779 | $ 615.3 |
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 183,600,000 | 183,000,000 |
Common Stock, Shares, Outstanding | 183,000,000 | 182,300,000 |
Treasury Stock, Shares | 700,000 | 700,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 437.6 | $ 389.1 | $ 1,269 | $ 1,120.7 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization below) | 141.5 | 135.1 | 434.4 | 392.2 |
Selling, general and administrative | 137.1 | 122.2 | 413.7 | 371.1 |
Depreciation and amortization | 63.2 | 71.5 | 209.6 | 209.2 |
Total operating expenses | 341.8 | 328.8 | 1,057.7 | 972.5 |
Operating income | 95.8 | 60.3 | 211.3 | 148.2 |
Non-operating income and (expense) | ||||
Interest expense | (21.4) | (24.8) | (63.1) | (114.4) |
Interest income | 1.2 | 0.9 | 3.2 | 2.9 |
Earnings from equity method investments | 2.3 | 2 | 6.2 | 6.5 |
Other income and (expense), net | (2.2) | (37.3) | (19.2) | (44.7) |
Total non-operating income and (expense) | (20.1) | (59.2) | (72.9) | (149.7) |
Income (loss) before income taxes | 75.7 | 1.1 | 138.4 | (1.5) |
Provision for income taxes | (31.2) | (2.1) | (59.6) | (4.3) |
Net income (loss) | 44.5 | (1) | 78.8 | (5.8) |
Less: net income attributable to the noncontrolling interests | (3.3) | (3) | (7.8) | (7.5) |
Net income (loss) attributable to TransUnion | $ 41.2 | $ (4) | $ 71 | $ (13.3) |
Earnings Per Share, Basic | $ 0.23 | $ (0.02) | $ 0.39 | $ (0.08) |
Earnings Per Share, Diluted | $ 0.22 | $ (0.02) | $ 0.39 | $ (0.08) |
Weighted Average Number of Shares Outstanding, Basic | 182.7 | 182.1 | 182.5 | 159.6 |
Weighted Average Number of Shares Outstanding, Diluted | 184.8 | 182.1 | 184.4 | 159.6 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income (loss) | $ 44.5 | $ (1) | $ 78.8 | $ (5.8) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 19.5 | (45.9) | 49.6 | (74.6) |
(Expense) benefit for income taxes | (1.7) | 2.8 | 1.4 | 4.1 |
Foreign currency translation, net | 17.8 | (43.1) | 51 | (70.5) |
Hedge instruments: Net unrealized loss | (0.1) | 0 | (35) | 0 |
Hedge instruments: amortization of accumulated loss | 0.1 | 0.1 | 0.3 | 0.3 |
Hedge instruments: benefit (expense) for income taxes | 0.4 | 0 | 13.3 | (0.1) |
Hedge instruments, net | 0.4 | 0.1 | (21.4) | 0.2 |
Total other comprehensive income (loss), net of tax | 18.2 | (43) | 29.6 | (70.3) |
Comprehensive income (loss) | 62.7 | (44) | 108.4 | (76.1) |
Less: comprehensive income attributable to noncontrolling interests | (5.6) | 0.8 | (14.5) | (2.5) |
Comprehensive income (loss) attributable to TransUnion | $ 57.1 | $ (43.2) | $ 93.9 | $ (78.6) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 78.8 | $ (5.8) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 209.6 | 209.2 |
Net loss on refinancing transactions | 0 | 37.6 |
Amortization and loss on fair value of hedge instrument | 1.2 | 1.5 |
Equity in net income of affiliates, net of dividends | (0.1) | 0.4 |
Deferred taxes | (13.3) | (15.8) |
Amortization of discount and deferred financing fees | 2.4 | 5.4 |
Stock-based compensation | 14.6 | 6.7 |
Provision for losses on trade accounts receivable | 3.3 | 2.2 |
Other | (1.4) | 0.9 |
Changes in assets and liabilities: | ||
Trade accounts receivable | (34.2) | (38.3) |
Other current and long-term assets | (5.8) | 15.8 |
Trade accounts payable | (1.5) | (4.5) |
Other current and long-term liabilities | 22.5 | (9.1) |
Cash provided by operating activities | 276.1 | 206.2 |
Cash flows from investing activities: | ||
Capital expenditures | (85.5) | (96.3) |
Proceeds from sale of trading securities | 0.9 | 0.6 |
Purchases of trading securities | (1.3) | (1.3) |
Proceeds from sale of other investments | 31 | 10.9 |
Purchases of other investments | (31.7) | (12.8) |
Acquisitions and purchases of noncontrolling interests, net of cash acquired | (345.5) | (28.3) |
Acquisition-related deposits | (6.2) | 9.1 |
Other | (3.5) | 0 |
Cash used in investing activities | (441.8) | (118.1) |
Cash flows from financing activities: | ||
Proceeds from senior secured term loan B | 150 | 1,881 |
Extinguishment of senior secured term loan B | 0 | (1,881) |
Proceeds from senior secured term loan A | 55 | 350 |
Extinguishment of 9.625% and 8.125% Senior Notes | 0 | (1,000) |
Proceeds from senior secured revolving line of credit | 145 | 35 |
Payments of senior secured revolving line of credit | (145) | (85) |
Repayments of debt | (38) | (27.6) |
Proceeds from initial public offering | 0 | 764.5 |
Underwriter fees and other costs on initial public offering | 0 | (49.7) |
Proceeds from issuance of common stock and exercise of stock options | 4.7 | 2.2 |
Debt financing fees | (3.7) | (18.2) |
Excess tax benefit | 3.9 | 0 |
Distributions to noncontrolling interests | (3.3) | (4.1) |
Payment of contingent obligation | (0.3) | 0 |
Cash provided by (used in) financing activities | 168.3 | (32.9) |
Effect of exchange rate changes on cash and cash equivalents | 2.1 | (4.4) |
Net change in cash and cash equivalents | 4.7 | 50.8 |
Cash and cash equivalents, beginning of period | 133.2 | 77.9 |
Cash and cash equivalents, end of period | $ 137.9 | $ 128.7 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total | Redeemable Non- controlling Interests |
Balance (in shares) at Dec. 31, 2015 | 182.3 | ||||||||
Balance at Dec. 31, 2015 | $ 1,367 | $ 1.8 | $ 1,850.3 | $ (4.6) | $ (424.3) | $ (191.8) | $ 135.6 | $ 1,367 | $ 2.9 |
Net income (loss) | 78.8 | 78.8 | |||||||
Net Income (Loss) Attributable to Parent | 71 | 0 | 0 | 0 | 71 | 0 | |||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 7.8 | ||||||||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | 0 | ||||||||
Other comprehensive income | 29.6 | 0 | 0 | 0 | 0 | 22.9 | 2.1 | 25 | 4.6 |
Distributions to non-controlling interests | 0 | 0 | 0 | 0 | 0 | (3.3) | (3.3) | 0 | |
Adjustment of redeemable non-controlling interest | 0 | (10) | 0 | 0 | 0 | 0 | (10) | 15.8 | |
Establishment of non-controlling interests | 0 | 0 | 0 | 0 | 0 | 10.2 | 10.2 | 43.7 | |
Excess tax benefit | 0 | 3.9 | 0 | 0 | 0 | 0 | 3.9 | 0 | |
Stock-based compensation | $ 0 | 14.1 | 0 | 0 | 0 | 0 | 14.1 | 0 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0.1 | ||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 0 | 1.4 | 0 | 0 | 0 | 0 | 1.4 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0.6 | ||||||||
Exercise of stock options | $ 0 | 3.3 | 0 | 0 | 0 | 0 | 3.3 | 0 | |
Purchase of non-controlling interest | $ 0 | (31.5) | (27.4) | (58.9) | (67) | ||||
Balance (in shares) at Sep. 30, 2016 | 183 | ||||||||
Balance at Sep. 30, 2016 | $ 1,431.5 | $ 1.8 | $ 1,831.5 | $ (4.6) | $ (353.3) | $ (168.9) | $ 125 | $ 1,431.5 | $ 0 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 9 Months Ended |
Sep. 30, 2016 | |
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”, “our”, “us”, and “its’” are to TransUnion and its consolidated subsidiaries, collectively. The accompanying unaudited consolidated financial statements of TransUnion and subsidiaries 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, 2016 . These unaudited consolidated financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2015 , included in Exhibit 99.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 1, 2016. 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 is able to exercise significant influence are accounted for using the equity method. Nonmarketable investments in unconsolidated entities in which the Company is not able to exercise significant influence are accounted for using the cost method and periodically reviewed for impairment. 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 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 amendments in this update require that unamortized debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with debt discounts. The new guidance is required to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. Accordingly, we have presented our debt as of September 30, 2016 , and December 31, 2015 , net of unamortized debt issue costs of $4.9 million and $3.9 million , respectively, on our balance sheet and in Note 8, “Debt .” On August 18, 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting). The ASU indicates the SEC staff would not object to presenting deferred debt issuance costs for a line of credit arrangement as an asset in the balance sheet. We continue to present our deferred line of credit fees as an asset in the consolidated balance sheet. See Note 3 “Other Current Assets” and Note 4 “Other Assets.” Recent Accounting Pronouncements 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, 2017, and interim periods therein. During 2016, the FASB issued additional guidance: ASU No. 2016-09 Revenue from Contracts with Customers (Topic 606) : Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-11 Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) and ASU No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This additional guidance updates and clarifies the guidance in certain sub-sections of Topic 606. We are currently assessing the impact this revenue recognition guidance will have on our consolidated financial statements. On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is intended to improve the recognition and measurement of financial instruments. Among other things, the ASU requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This ASU, among other things, will require lessee’s to record a lease liability, which is an obligation to make lease payments arising from a lease, and right-of-use asset, which is an asset that represents the right to use, or control the use of, a specified asset for the lease term, for all long-term leases. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact this guidance will have on our consolidated financial statements. On March 30, 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This ASU simplifies several aspects of the accounting for share-based payment award transactions, including income tax consequences, classification of awards, and classification on the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim period therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. On August 26, 2016 the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim period therein. We are currently assessing the impact this guidance will have on our consolidated statements of cash flows. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2016 : (in millions) Total Level 1 Level 2 Level 3 Assets Trading securities $ 12.2 $ 8.0 $ 4.2 $ — Available for sale securities 3.2 — 3.2 — Total $ 15.4 $ 8.0 $ 7.4 $ — Liabilities Interest rate caps $ (32.2 ) $ — $ (32.2 ) $ — Contingent obligations (19.2 ) — — (19.2 ) Total $ (51.4 ) $ — $ (32.2 ) $ (19.2 ) 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 the 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 caps. 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 . The interest rate caps fair values are determined by discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps in conjunction with the cash payments related to financing the premium of the interest rate caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. See Note 8, “Debt” for additional information regarding interest rate caps. 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 companies we have acquired with maximum payouts totaling $47.1 million . These obligations are contingent upon meeting certain performance requirements through 2018. The fair values of these obligations are recorded in other current liabilities and other liabilities and 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 three and nine months ended September 30, 2016 , we recorded expenses of $0.9 million and $1.0 million , respectively, as a result of changes to the fair value of these obligations. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: (in millions) September 30, December 31, 2015 Prepaid expenses $ 39.4 $ 41.9 Other investments 22.1 12.5 Income taxes receivable 6.7 0.1 Marketable securities 3.2 2.9 Deferred financing fees 0.5 0.5 Other 10.2 7.4 Total other current assets $ 82.1 $ 65.3 Other investments include non-negotiable certificates of deposit that are recorded at their carrying value. The investments increased from year-end due to investments acquired with our purchase of Central de Informacion Financiera S.A. (“CIFIN”). |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: (in millions) September 30, December 31, 2015 Investments in affiliated companies $ 66.5 $ 50.5 Other investments 12.4 13.0 Marketable securities 12.2 11.2 Deposits 9.3 1.8 Deferred financing fees 1.3 1.7 Other 1.5 1.3 Total other assets $ 103.2 $ 79.5 Other investments include non-negotiable certificates of deposit that are recorded at their carrying value. |
Investments in Affiliated Compa
Investments in Affiliated Companies | 9 Months Ended |
Sep. 30, 2016 | |
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 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 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 other-than-temporary impairments of investments in affiliated companies during the three and nine months ended September 30, 2016 or 2015 . Investments in affiliated companies consisted of the following: (in millions) September 30, December 31, 2015 Total equity method investments $ 41.3 $ 45.5 Total cost method investments 25.2 5.0 Total investments in affiliated companies $ 66.5 $ 50.5 The increase in cost method investments is due to additional acquisitions made in 2016. Earnings from equity method investments, which are included in non-operating income and expense, and dividends received from equity method investments consisted of the following: (in millions) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Earnings from equity method investments $ 2.3 $ 2.0 $ 6.2 $ 6.5 Dividends received from equity method investments $ 0.5 $ 5.3 $ 6.1 $ 6.9 There were no dividends on cost method investments received for the three months ended September 30, 2016. Dividends received from cost method investments for the three months ended September 30, 2015 , was $0.3 million . Dividends received from cost method investments for the nine months ended September 30, 2016 and 2015 , were $0.6 million and $0.6 million , respectively. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: (in millions) September 30, December 31, 2015 Accrued payroll $ 85.4 $ 74.5 Accrued employee benefits 29.2 24.2 Accrued legal and regulatory 16.4 16.3 Income taxes payable 15.1 2.6 Contingent obligation 10.8 2.0 Deferred revenue 9.7 10.6 Accrued interest 1.0 1.0 Other 18.4 15.5 Total other current liabilities $ 186.0 $ 146.7 |
Other liabilities
Other liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | Other Liabilities Other liabilities consisted of the following: (in millions) September 30, December 31, 2015 Interest rate caps $ 32.2 $ — Retirement benefits 12.3 11.2 Contingent obligation 8.4 5.1 Unrecognized tax benefits 1.8 0.3 Other 3.5 11.2 Total other liabilities $ 58.2 $ 27.8 See note 8, “Debt,” for additional information about the interest rate caps. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following: (in millions) September 30, December 31, 2015 Senior Secured Term Loan B, payable in quarterly installments through April 9, 2021, including variable interest (3.50% at September 30, 2016) at LIBOR or alternate base rate, plus applicable margin, including original issue discount and deferred financing fees of $8.0 million and $4.7 million, respectively, at September 30, 2016, and original issue discount and deferred financing fees of $7.3 million and $3.8 million, respectively, at December 31, 2015 $ 1,989.1 $ 1,855.6 Senior Secured Term Loan A, payable in quarterly installments through June 30, 2020, including variable interest (2.52% at September 30, 2016) at LIBOR or alternate base rate, plus applicable margin, including original issue discount and deferred financing fees of $0.8 million and $0.2 million, respectively, at September 30, 2016, and original issue discount and deferred financing fees of $0.7 million and $0.1 million, respectively, at December 31, 2015 380.7 340.4 Other notes payable 16.5 6.2 Capital lease obligations 1.4 2.4 Total debt 2,387.7 2,204.6 Less short-term debt and current portion of long-term debt (49.5 ) (43.9 ) Total long-term debt $ 2,338.2 $ 2,160.7 Excluding potential additional principal payments due on the senior secured credit facility based on excess cash flows of the prior year, scheduled future maturities of total debt at September 30, 2016 , were as follows: (in millions) September 30, 2016 2016 $ 11.4 2017 51.0 2018 54.9 2019 54.7 2020 314.7 Thereafter 1,914.7 Unamortized original issue discounts and unamortized deferred financing fee (13.7 ) Total debt $ 2,387.7 Senior Secured Credit Facility On June 15, 2010, we entered into a senior secured credit facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan A, the Senior Secured Term Loan B and the senior secured revolving line of credit. On July 15, 2015, we used the net proceeds from our initial public offering (“IPO”), along with $350.0 million of borrowings from the Senior Secured Term Loan A, to redeem all of our then outstanding 9.625% and 8.125% Senior Notes, including a prepayment premium, accrued interest and certain transaction costs. On March 31, 2016, we borrowed an additional $150.0 million of our Senior Secured Term Loan B, on the same terms as the original Senior Secured Term Loan B, to pay off the balance on our senior secured revolving line of credit that we had drawn on in February 2016 to fund the acquisition of CIFIN and for general corporate purposes. On May 31, 2016, we borrowed an additional $55.0 million of our Senior Secured Term Loan A, on the same terms as the original Senior Secured Term Loan A, to fund an additional investment in CIFIN and for general corporate purposes. As of September 30, 2016 , we had no amounts outstanding under the senior secured revolving line of credit and could have borrowed up to the $210.0 million available. As of September 30, 2016 , TransUnion has the ability to borrow incremental term loans or increase the revolving credit commitments in one or more tranches, subject to certain additional conditions, so long as the Senior Secured Net Leverage ratio does not exceed 4.25 -to-1. TransUnion also has the ability to borrow up to an additional $450.0 million under the senior secured credit facility, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. With certain exceptions, the senior secured credit facility 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. The senior secured net leverage test must be met as a condition to incur additional indebtedness and at the end of each fiscal quarter. As of September 30, 2016 , this covenant required us to maintain a net leverage ratio on a pro forma basis equal to, or less than, 6.5 -to-1. As of September 30, 2016 , we were in compliance with all debt covenants. On April 30, 2012, we entered into swap agreements to effectively fix 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. As a result of the amendment to our senior secured credit facility dated April 9, 2014, the swaps no longer were expected to be highly effective and no longer qualified for hedge accounting. At that time, the total 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 initial expiration date of the swaps. On December 18, 2015, we terminated the interest rate swaps by paying off the outstanding liability balance of $2.7 million . Prior to terminating the swaps, changes in the fair value of the swaps for the three and nine months ended September 30, 2015 , resulted in a loss of $0.4 million and $1.2 million , respectively, recorded in other income and expense. On December 18, 2015, we entered into interest rate cap agreements with various counter parties that effectively cap our LIBOR exposure on a portion of our existing senior secured term loans at 0.75% beginning June 30, 2016. We have designated these cap agreements as cash flow hedges. The initial aggregate notional amount under these agreements was $1,526.4 million and decreases each quarter beginning September 30, 2016, until the agreement terminates on June 30, 2020. In July 2016, we began to pay the various counter-parties a fixed rate on the outstanding notional amounts of between 0.98% and 0.994% and receive payments to the extent LIBOR exceeds 0.75% . The interest rate caps are recorded on the balance sheet at fair value. The effective portion of changes in the fair value of the interest rate cap agreements is recorded in other comprehensive income (loss). The ineffective portion of changes in the fair value of the caps, which is due to, and will continue to result from, the cost of financing the cap premium, is recorded in other income and expense. The effective portion of the change in the fair value of the caps resulted in a loss of $0.2 million and $21.7 million , net of tax, recorded in other comprehensive income for the three and nine months ended September 30, 2016. respectively. The ineffective portion of the change in the fair value of the caps resulted in a gain of $0.1 million and a loss of $0.9 million recorded in other income and expense for the three- and nine-month periods, respectively. In accordance with ASC 815, the fair value of the interest rate caps at inception is reclassified from other comprehensive income to interest expense in the same period the interest expense on the underlying hedged debt impacts earnings. Based on how the fair value of interest rate caps are determined, the earlier interest periods have lower fair values at inception than the later interest periods, resulting in less interest expense being recognized in the earlier periods compared with the later periods. Any payments we receive to the extent LIBOR exceeds 0.75% is also reclassified from other comprehensive income to interest expense in the period received. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the three- and nine-month periods of 2016 was $0.5 million and $0.5 million . We expect to reclassify approximately $7.1 million from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring and payments received to the extent LIBOR exceeds 0.75% in the next twelve months. Fair Value of Debt As of September 30, 2016 , the fair value of our variable-rate Senior Secured Term Loan A, excluding original issue discounts and deferred fees, approximates the carrying value. As of September 30, 2016 the fair value of our Senior Secured Term Loan B, excluding original issue discounts and deferred fees, was approximately $2,009.3 million . The fair values of our variable-rate term loans are determined using Level 2 inputs, quoted market prices for these publicly traded instruments. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock Split During 2015, we effected a 1.333 to 1 stock split of our common stock. All periods presented in these financial statements reflect this split. The impact of the split resulted in a reclassification of the beginning balance of additional paid-in capital to common stock to reflect the increase in par value. Preferred Stock We have 100.0 million shares of preferred stock authorized. No preferred stock had been issued or was outstanding as of September 30, 2016 . Redeemable Non-controlling Interest During the first quarter of 2016, redeemable noncontrolling interest increased $59.5 million , due to our purchase of CIFIN and our exercise of our call rights on the Drivers History Information Sales, LLC (“DHI”) noncontrolling interest. During the second quarter of 2016, we redeemed all of our redeemable noncontrolling interest in CIFIN and DHI, resulting in no redeemable noncontrolling interest at September 30, 2016 . |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 incentive stock plans. For the three and nine months ended September 30, 2016 , there were less than 0.1 million anti-dilutive stock-based awards outstanding. In addition, there were 5.9 million contingently issuable market-based stock awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. As of September 30, 2015 , there were 4.0 million anti-dilutive stock-based awards outstanding. These awards were anti-dilutive because we reported a net loss in each period. In addition, there were 6.2 million contingently issuable market-based stock awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. Basic and diluted weighted average shares outstanding and earnings per share were as follows: (in millions, except per share data) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Earnings per share - basic Earnings available to common shareholders $ 41.2 $ (4.0 ) $ 71.0 $ (13.3 ) Weighted average basic shares outstanding 182.7 182.1 182.5 159.6 Earnings per share - basic $ 0.23 $ (0.02 ) $ 0.39 $ (0.08 ) Earnings per share - diluted Earnings available to common shareholders $ 41.2 $ (4.0 ) $ 71.0 $ (13.3 ) Weighted average basic shares outstanding 182.7 182.1 182.5 159.6 Dilutive impact of stock based awards 2.1 — 1.9 — Weighted average dilutive shares outstanding 184.8 182.1 184.4 159.6 Earnings per share - diluted $ 0.22 $ (0.02 ) $ 0.39 $ (0.08 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2016 , we reported an effective tax rate of 41.3% , which was higher than the 35% U.S. federal statutory rate due primarily to the tax expense on unremitted foreign earnings not considered permanently reinvested, the impact of valuation allowances on the losses of certain foreign subsidiaries, and changes in state tax assumptions. For the nine months ended September 30, 2016 , we reported an effective tax rate of 43.1% , which was higher than the 35% U.S. federal statutory rate due primarily to the tax expense on unremitted foreign earnings not considered permanently reinvested, the impact of valuation allowances on the losses of certain foreign subsidiaries, and changes in state tax assumptions. We had two offsetting income tax adjustments that impacted the three- and nine-month periods in 2016. First, we changed our assertion on unremitted earnings for an equity method investment that is now owned by one of our international subsidiaries. Those earnings are now determined to be indefinitely reinvested outside the United States, which resulted in a decrease of deferred income tax expense of $14.3 million . Second, changes in state tax assumptions resulted in an increase in income tax expense of $12.8 million . For the three months ended September 30, 2015 , we reported an effective tax rate of 187.9% , which was higher than the 35% U.S. federal statutory rate due primarily to the expiration of the look-through rule, tax expenses on unremitted foreign earnings not considered permanently reinvested, and the impact of valuation allowances on the losses of certain foreign subsidiaries. For the nine months ended September 30, 2015 , we reported a loss before income taxes and an effective tax rate benefit of (280.5)% , which was different than the 35% U.S. federal statutory rate due primarily to these same reasons. Effective January 1, 2015, the look-through rule under Subpart F of the U.S. Internal Revenue Code noted above expired but was reinstated in December 2015 retroactive to January 1, 2015. Subpart F requires U.S. corporate shareholders to recognize current U.S. taxable income from passive income, including earnings of certain foreign subsidiaries, regardless of whether that income is remitted to the United States. The look-through rule of Subpart F grants an exception for any passive income of certain foreign subsidiaries that is attributable to an active business. When the look-through exception is not in effect, we are required to accrue a tax liability for those foreign earnings as if those earnings were distributed to the United States. Consequently, in the first quarter of 2015, we recorded the additional tax expense we would have incurred in the absence of the look-through rule. The total amount of unrecognized tax benefits was $1.8 million as of September 30, 2016 , and $1.9 million as of December 31, 2015 . These same amounts would affect the effective tax rate, if recognized. The accrued interest payable for taxes was $0.1 million as of September 30, 2016 and December 31, 2015 . There was no significant liability for tax penalties as of September 30, 2016 or December 31, 2015 . 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. Tax years 2008 and forward remain open for examination in some state and foreign jurisdictions, and tax years 2012 and forward remain open for examination for U.S. federal purposes. |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2016 | |
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 audited financial statements for the year ended December 31, 2015 , included in Exhibit 99.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 1, 2016. In the first quarter of 2016, we moved our direct to consumer reseller business and reallocated certain other costs related to our consumer facing business in the U.S. from our USIS segment to our Consumer Interactive segment. These changes better reflect the evolution of our consumer facing business in the U.S. and how we manage that business. As a result, we modified our segment reporting effective the first quarter of 2016. In conjunction with this change we also reclassified $105.0 million of goodwill from our USIS segment to our Consumer Interactive segment. The segment results below have been recast to reflect these changes for all periods presented. These changes do not impact our consolidated results. We evaluate the performance of segments based on revenue and operating income. 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 and decisioning services 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. The 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 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, 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 are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels. Corporate In addition, Corporate provides support services for each of the operating segments, holds investments, 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 enterprise-level costs and are primarily administrative in nature. Selected segment financial information consisted of the following: (in millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Gross revenues: U.S. Information Services $ 273.3 $ 239.3 $ 777.1 $ 691.4 International 82.3 68.7 227.7 199.8 Consumer Interactive 97.4 95.5 310.0 272.3 Total revenues, gross 453.0 403.6 1,314.7 1,163.5 Intersegment revenue eliminations: U.S. Information Services (14.3 ) (13.6 ) (42.7 ) (40.4 ) International (1.1 ) (0.8 ) (3.0 ) (2.3 ) Consumer Interactive — — — — Corporate — — — — Total intersegment eliminations (15.4 ) (14.5 ) (45.7 ) (42.8 ) Total revenues, net $ 437.6 $ 389.1 $ 1,269.0 $ 1,120.7 Operating income: U.S. Information Services $ 63.9 $ 42.8 $ 135.5 $ 108.9 International 14.4 7.9 27.5 12.5 Consumer Interactive 41.0 36.5 125.1 96.4 Corporate (23.5 ) (26.9 ) (76.8 ) (69.6 ) Total operating income $ 95.8 $ 60.3 $ 211.3 $ 148.2 Intersegment operating income eliminations: U.S. Information Services $ (13.9 ) $ (13.2 ) $ (41.6 ) $ (39.3 ) International (0.8 ) (0.5 ) (2.2 ) (1.4 ) Consumer Interactive 14.7 13.7 43.8 40.7 Total intersegment eliminations $ — $ — $ — $ — As a result of displaying amounts in millions, rounding differences may exist in the table above. A reconciliation of operating income to income (loss) before income taxes for the periods presented is as follows: (in millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Operating income from segments $ 95.8 $ 60.3 $ 211.3 $ 148.2 Non-operating income and expense (20.1 ) (59.2 ) (72.9 ) (149.7 ) Income (loss) before income taxes $ 75.7 $ 1.1 $ 138.4 $ (1.5 ) Earnings from equity method investments included in non-operating income and expense for the periods presented were as follows: (in millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 USIS $ 0.5 $ 0.5 $ 1.5 $ 1.4 International 1.8 1.5 4.7 5.1 Total $ 2.3 $ 2.0 $ 6.2 $ 6.5 |
Significant Accounting and Re20
Significant Accounting and Reporting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Any reference in this report to “the Company”, “we”, “our”, “us”, and “its’” are to TransUnion and its consolidated subsidiaries, collectively. The accompanying unaudited consolidated financial statements of TransUnion and subsidiaries 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, 2016 . These unaudited consolidated financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2015 , included in Exhibit 99.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 1, 2016. |
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 is able to exercise significant influence are accounted for using the equity method. Nonmarketable investments in unconsolidated entities in which the Company is not able to exercise significant influence are accounted for using the cost method and periodically reviewed for impairment. |
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 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 amendments in this update require that unamortized debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability, consistent with debt discounts. The new guidance is required to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. Accordingly, we have presented our debt as of September 30, 2016 , and December 31, 2015 , net of unamortized debt issue costs of $4.9 million and $3.9 million , respectively, on our balance sheet and in Note 8, “Debt .” On August 18, 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting). The ASU indicates the SEC staff would not object to presenting deferred debt issuance costs for a line of credit arrangement as an asset in the balance sheet. We continue to present our deferred line of credit fees as an asset in the consolidated balance sheet. See Note 3 “Other Current Assets” and Note 4 “Other Assets.” Recent Accounting Pronouncements 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, 2017, and interim periods therein. During 2016, the FASB issued additional guidance: ASU No. 2016-09 Revenue from Contracts with Customers (Topic 606) : Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-11 Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) and ASU No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This additional guidance updates and clarifies the guidance in certain sub-sections of Topic 606. We are currently assessing the impact this revenue recognition guidance will have on our consolidated financial statements. On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is intended to improve the recognition and measurement of financial instruments. Among other things, the ASU requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This ASU, among other things, will require lessee’s to record a lease liability, which is an obligation to make lease payments arising from a lease, and right-of-use asset, which is an asset that represents the right to use, or control the use of, a specified asset for the lease term, for all long-term leases. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact this guidance will have on our consolidated financial statements. On March 30, 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This ASU simplifies several aspects of the accounting for share-based payment award transactions, including income tax consequences, classification of awards, and classification on the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim period therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. On August 26, 2016 the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim period therein. We are currently assessing the impact this guidance will have on our consolidated statements of cash flows. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 : (in millions) Total Level 1 Level 2 Level 3 Assets Trading securities $ 12.2 $ 8.0 $ 4.2 $ — Available for sale securities 3.2 — 3.2 — Total $ 15.4 $ 8.0 $ 7.4 $ — Liabilities Interest rate caps $ (32.2 ) $ — $ (32.2 ) $ — Contingent obligations (19.2 ) — — (19.2 ) Total $ (51.4 ) $ — $ (32.2 ) $ (19.2 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: (in millions) September 30, December 31, 2015 Prepaid expenses $ 39.4 $ 41.9 Other investments 22.1 12.5 Income taxes receivable 6.7 0.1 Marketable securities 3.2 2.9 Deferred financing fees 0.5 0.5 Other 10.2 7.4 Total other current assets $ 82.1 $ 65.3 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: (in millions) September 30, December 31, 2015 Investments in affiliated companies $ 66.5 $ 50.5 Other investments 12.4 13.0 Marketable securities 12.2 11.2 Deposits 9.3 1.8 Deferred financing fees 1.3 1.7 Other 1.5 1.3 Total other assets $ 103.2 $ 79.5 |
Investments in Affiliated Com24
Investments in Affiliated Companies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Investments in Affiliated Companies | Investments in affiliated companies consisted of the following: (in millions) September 30, December 31, 2015 Total equity method investments $ 41.3 $ 45.5 Total cost method investments 25.2 5.0 Total investments in affiliated companies $ 66.5 $ 50.5 |
Earnings and Dividends from Equity Method of Investment | Earnings from equity method investments, which are included in non-operating income and expense, and dividends received from equity method investments consisted of the following: (in millions) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Earnings from equity method investments $ 2.3 $ 2.0 $ 6.2 $ 6.5 Dividends received from equity method investments $ 0.5 $ 5.3 $ 6.1 $ 6.9 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in millions) September 30, December 31, 2015 Accrued payroll $ 85.4 $ 74.5 Accrued employee benefits 29.2 24.2 Accrued legal and regulatory 16.4 16.3 Income taxes payable 15.1 2.6 Contingent obligation 10.8 2.0 Deferred revenue 9.7 10.6 Accrued interest 1.0 1.0 Other 18.4 15.5 Total other current liabilities $ 186.0 $ 146.7 |
Other liabilities (Tables)
Other liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other liabilities consisted of the following: (in millions) September 30, December 31, 2015 Interest rate caps $ 32.2 $ — Retirement benefits 12.3 11.2 Contingent obligation 8.4 5.1 Unrecognized tax benefits 1.8 0.3 Other 3.5 11.2 Total other liabilities $ 58.2 $ 27.8 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: (in millions) September 30, December 31, 2015 Senior Secured Term Loan B, payable in quarterly installments through April 9, 2021, including variable interest (3.50% at September 30, 2016) at LIBOR or alternate base rate, plus applicable margin, including original issue discount and deferred financing fees of $8.0 million and $4.7 million, respectively, at September 30, 2016, and original issue discount and deferred financing fees of $7.3 million and $3.8 million, respectively, at December 31, 2015 $ 1,989.1 $ 1,855.6 Senior Secured Term Loan A, payable in quarterly installments through June 30, 2020, including variable interest (2.52% at September 30, 2016) at LIBOR or alternate base rate, plus applicable margin, including original issue discount and deferred financing fees of $0.8 million and $0.2 million, respectively, at September 30, 2016, and original issue discount and deferred financing fees of $0.7 million and $0.1 million, respectively, at December 31, 2015 380.7 340.4 Other notes payable 16.5 6.2 Capital lease obligations 1.4 2.4 Total debt 2,387.7 2,204.6 Less short-term debt and current portion of long-term debt (49.5 ) (43.9 ) Total long-term debt $ 2,338.2 $ 2,160.7 |
Schedule of maturities of long-term debt | Excluding potential additional principal payments due on the senior secured credit facility based on excess cash flows of the prior year, scheduled future maturities of total debt at September 30, 2016 , were as follows: (in millions) September 30, 2016 2016 $ 11.4 2017 51.0 2018 54.9 2019 54.7 2020 314.7 Thereafter 1,914.7 Unamortized original issue discounts and unamortized deferred financing fee (13.7 ) Total debt $ 2,387.7 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted weighted average shares outstanding and earnings per share were as follows: (in millions, except per share data) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Earnings per share - basic Earnings available to common shareholders $ 41.2 $ (4.0 ) $ 71.0 $ (13.3 ) Weighted average basic shares outstanding 182.7 182.1 182.5 159.6 Earnings per share - basic $ 0.23 $ (0.02 ) $ 0.39 $ (0.08 ) Earnings per share - diluted Earnings available to common shareholders $ 41.2 $ (4.0 ) $ 71.0 $ (13.3 ) Weighted average basic shares outstanding 182.7 182.1 182.5 159.6 Dilutive impact of stock based awards 2.1 — 1.9 — Weighted average dilutive shares outstanding 184.8 182.1 184.4 159.6 Earnings per share - diluted $ 0.22 $ (0.02 ) $ 0.39 $ (0.08 ) |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Selected Financial Information | Selected segment financial information consisted of the following: (in millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Gross revenues: U.S. Information Services $ 273.3 $ 239.3 $ 777.1 $ 691.4 International 82.3 68.7 227.7 199.8 Consumer Interactive 97.4 95.5 310.0 272.3 Total revenues, gross 453.0 403.6 1,314.7 1,163.5 Intersegment revenue eliminations: U.S. Information Services (14.3 ) (13.6 ) (42.7 ) (40.4 ) International (1.1 ) (0.8 ) (3.0 ) (2.3 ) Consumer Interactive — — — — Corporate — — — — Total intersegment eliminations (15.4 ) (14.5 ) (45.7 ) (42.8 ) Total revenues, net $ 437.6 $ 389.1 $ 1,269.0 $ 1,120.7 Operating income: U.S. Information Services $ 63.9 $ 42.8 $ 135.5 $ 108.9 International 14.4 7.9 27.5 12.5 Consumer Interactive 41.0 36.5 125.1 96.4 Corporate (23.5 ) (26.9 ) (76.8 ) (69.6 ) Total operating income $ 95.8 $ 60.3 $ 211.3 $ 148.2 Intersegment operating income eliminations: U.S. Information Services $ (13.9 ) $ (13.2 ) $ (41.6 ) $ (39.3 ) International (0.8 ) (0.5 ) (2.2 ) (1.4 ) Consumer Interactive 14.7 13.7 43.8 40.7 Total intersegment eliminations $ — $ — $ — $ — As a result of displaying amounts in millions, rounding differences may exist in the table above. |
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 presented is as follows: (in millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Operating income from segments $ 95.8 $ 60.3 $ 211.3 $ 148.2 Non-operating income and expense (20.1 ) (59.2 ) (72.9 ) (149.7 ) Income (loss) before income taxes $ 75.7 $ 1.1 $ 138.4 $ (1.5 ) |
Earning from Equity Method Investments Included in Other Income and Expense, Net | Earnings from equity method investments included in non-operating income and expense for the periods presented were as follows: (in millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 USIS $ 0.5 $ 0.5 $ 1.5 $ 1.4 International 1.8 1.5 4.7 5.1 Total $ 2.3 $ 2.0 $ 6.2 $ 6.5 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Secured Debt [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred Finance Costs, Net | $ 4.9 | $ 3.9 |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Financial instruments measured at fair value, on a recurring basis | |||||
Interest rate caps | $ (32.2) | $ (32.2) | $ 0 | ||
Trading Securities, Change in Unrealized Holding Gain (Loss) | 0 | $ 0 | 0 | $ 0 | |
Available-for-sale Securities, Gross Realized Gain (Loss) | 0 | 0 | 0 | 0 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) | 0 | $ 0 | 0 | $ 0 | |
Maximum payout for contingent obligation | 47.1 | 47.1 | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | 0.9 | $ 1 | |||
Loss Contingency, Date of Dismissal | Dec. 31, 2018 | ||||
Minimum [Member] | |||||
Financial instruments measured at fair value, on a recurring basis | |||||
Available-for-sale Securities, Debt Maturities, Date | Jan. 1, 2027 | ||||
Maximum [Member] | |||||
Financial instruments measured at fair value, on a recurring basis | |||||
Available-for-sale Securities, Debt Maturities, Date | Dec. 31, 2033 | ||||
Fair Value, Recurring | |||||
Financial instruments measured at fair value, on a recurring basis | |||||
Trading securities | 12.2 | $ 12.2 | |||
Available for sale securities | 3.2 | 3.2 | |||
Assets, Fair Value Disclosure | 15.4 | 15.4 | |||
Interest rate caps | (32.2) | (32.2) | |||
Contingent obligations | (19.2) | (19.2) | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (51.4) | (51.4) | |||
Level 1 | Fair Value, Recurring | |||||
Financial instruments measured at fair value, on a recurring basis | |||||
Trading securities | 8 | 8 | |||
Available for sale securities | 0 | 0 | |||
Assets, Fair Value Disclosure | 8 | 8 | |||
Interest rate caps | 0 | 0 | |||
Contingent obligations | 0 | 0 | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | |||
Level 2 | Fair Value, Recurring | |||||
Financial instruments measured at fair value, on a recurring basis | |||||
Trading securities | 4.2 | 4.2 | |||
Available for sale securities | 3.2 | 3.2 | |||
Assets, Fair Value Disclosure | 7.4 | 7.4 | |||
Interest rate caps | (32.2) | (32.2) | |||
Contingent obligations | 0 | 0 | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (32.2) | (32.2) | |||
Level 3 | Fair Value, Recurring | |||||
Financial instruments measured at fair value, on a recurring basis | |||||
Trading securities | 0 | 0 | |||
Available for sale securities | 0 | 0 | |||
Assets, Fair Value Disclosure | 0 | 0 | |||
Interest rate caps | 0 | 0 | |||
Contingent obligations | (19.2) | (19.2) | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ (19.2) | $ (19.2) |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 39.4 | $ 41.9 |
Other investments | 22.1 | 12.5 |
Income taxes receivable | 6.7 | 0.1 |
Marketable securities | 3.2 | 2.9 |
Deferred financing fees | 0.5 | 0.5 |
Other | 10.2 | 7.4 |
Total other current assets | $ 82.1 | $ 65.3 |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Other assets | ||
Investments in affiliated companies | $ 66.5 | $ 50.5 |
Other investments | 12.4 | 13 |
Marketable securities | 12.2 | 11.2 |
Deposits | 9.3 | 1.8 |
Deferred financing fees | 1.3 | 1.7 |
Other | 1.5 | 1.3 |
Total other assets | $ 103.2 | $ 79.5 |
Investments in Affiliated Com34
Investments in Affiliated Companies (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Other than Temporary Impairment Losses, Investments | $ 0 | $ 0 | $ 0 | $ 0 | |
Total investments in affiliated companies | 66.5 | 66.5 | $ 50.5 | ||
Dividends or Distributions Cost Method Investment | 0 | $ 0.3 | 0.6 | $ 0.6 | |
Total equity method investments | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total equity method investments | 41.3 | 41.3 | 45.5 | ||
Total cost method investments | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total cost method investments | $ 25.2 | $ 25.2 | $ 5 |
Earnings and Dividends from Equ
Earnings and Dividends from Equity Method of Investment (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Earnings from equity method investments | $ 2.3 | $ 2 | $ 6.2 | $ 6.5 |
Dividends received from equity method investments | $ 0.5 | $ 5.3 | $ 6.1 | $ 6.9 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll | $ 85.4 | $ 74.5 |
Accrued employee benefits | 29.2 | 24.2 |
Accrued legal and regulatory | 16.4 | 16.3 |
Income taxes payable | 15.1 | 2.6 |
Contingent obligation | 10.8 | 2 |
Deferred revenue | 9.7 | 10.6 |
Accrued interest | 1 | 1 |
Other | 18.4 | 15.5 |
Total other current liabilities | $ 186 | $ 146.7 |
Other Liabilities (Detail)
Other Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Other liabilities | ||
Interest rate caps | $ 32.2 | $ 0 |
Retirement benefits | 12.3 | 11.2 |
Contingent obligation | 8.4 | 5.1 |
Unrecognized tax benefits | 1.8 | 0.3 |
Other | 3.5 | 11.2 |
Total other liabilities | $ 58.2 | $ 27.8 |
Debt outstanding (Detail)
Debt outstanding (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 2,387.7 | $ 2,204.6 |
Less short-term debt and current portion of long-term debt | (49.5) | (43.9) |
Total long-term debt | 2,338.2 | 2,160.7 |
Debt Issuance Costs, Noncurrent, Net | 1.3 | 1.7 |
Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 1,989.1 | 1,855.6 |
Debt Instrument, Fair Value Disclosure | $ 2,009.3 | |
Debt Instrument, Maturity Date | Apr. 9, 2021 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.50% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 8 | 7.3 |
Debt Issuance Costs, Noncurrent, Net | 4.7 | 3.8 |
Senior Secured Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 380.7 | 340.4 |
Debt Instrument, Fair Value Disclosure | $ 380.7 | |
Debt Instrument, Maturity Date | Jun. 30, 2020 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 2.52% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 0.8 | 0.7 |
Debt Issuance Costs, Noncurrent, Net | 0.2 | 0.1 |
Other notes payable | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 16.5 | 6.2 |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1.4 | $ 2.4 |
Debt Schedule of Debt Maturitie
Debt Schedule of Debt Maturities (Details) $ in Millions | Sep. 30, 2016USD ($) |
Schedule of Debt Maturities [Abstract] | |
2,016 | $ 11.4 |
2,017 | 51 |
2,018 | 54.9 |
2,019 | 54.7 |
2,020 | 314.7 |
Thereafter | 1,914.7 |
Unamortized original issue discounts and unamortized deferred financing fee | (13.7) |
Total debt | $ 2,387.7 |
Senior Secured Credit Facility
Senior Secured Credit Facility (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2016 | May 31, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 18, 2015USD ($) | Jul. 15, 2015USD ($) | Apr. 09, 2014USD ($) | Apr. 30, 2012 | |
Senior Secured Credit Facility | ||||||||||||
Accumulated other comprehensive loss | $ (168.9) | $ (168.9) | $ (191.8) | |||||||||
Swap | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Derivative, Fixed Interest Rate | 2.033% | |||||||||||
Accumulated other comprehensive loss | $ (1) | |||||||||||
Derivative Liability | $ 2.7 | |||||||||||
Loss on Derivative Instruments, Pretax | $ 0.4 | $ 1.2 | ||||||||||
Interest Rate Cap [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Derivative, Cap Interest Rate | 0.75% | 0.75% | 0.75% | |||||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 0.5 | $ 0.5 | ||||||||||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | 7.1 | |||||||||||
Derivative, Notional Amount | $ 1,526.4 | |||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0.2 | 21.7 | ||||||||||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ (0.1) | $ 0.9 | ||||||||||
Interest Rate Cap [Member] | Minimum [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Derivative, Fixed Interest Rate | 0.98% | 0.98% | ||||||||||
Interest Rate Cap [Member] | Maximum [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Derivative, Fixed Interest Rate | 0.994% | 0.994% | ||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Debt Instrument, Face Amount | $ 0 | $ 0 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 210 | $ 210 | ||||||||||
Incremental Borrowings Net Leverage Ratio | 4.25 | 4.25 | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 450 | $ 450 | ||||||||||
Net Leverage Ratio Requirement | 6.5 | 6.5 | ||||||||||
Senior Secured Term Loan B [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Debt Instrument, Face Amount | $ 150 | |||||||||||
Senior Secured Term Loan A [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Debt Instrument, Face Amount | $ 55 | $ 350 | ||||||||||
Nine Point Six Two Five Percent Fixed Interest Per Annum TransUnion Senior Unsecured [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 9.625% | |||||||||||
Eight Point One Two Five Percent Fixed Interest Per Annum TransUnion Senior Unsecured [Member] | ||||||||||||
Senior Secured Credit Facility | ||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.125% |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders' Equity (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($) | Dec. 31, 2015shares | Sep. 30, 2016USD ($)shares | |
Equity [Abstract] | |||
Stock split, common stock | 1.333 | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Redeemable noncontrolling interest change | $ | $ 59.5 | ||
Preferred stock, shares issued | 0 | 0 | |
Redeemable Noncontrolling Interest, Equity, Fair Value | $ | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Earnings available to common shareholders | $ 41.2 | $ (4) | $ 71 | $ (13.3) |
Weighted average basic shares outstanding | 182.7 | 182.1 | 182.5 | 159.6 |
Earnings per share - basic | $ 0.23 | $ (0.02) | $ 0.39 | $ (0.08) |
Earnings available to common shareholders, diluted | $ 41.2 | $ (4) | $ 71 | $ (13.3) |
Dilutive impact of stock based awards | 2.1 | 0 | 1.9 | 0 |
Weighted average dilutive shares outstanding | 184.8 | 182.1 | 184.4 | 159.6 |
Earnings per share - diluted | $ 0.22 | $ (0.02) | $ 0.39 | $ (0.08) |
Service Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0.1 | 0.1 | 4 | |
Performance Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 5.9 | 5.9 | 6.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax Examination [Line Items] | |||||
Effective tax benefit rate | 41.30% | 187.90% | 43.10% | (280.50%) | |
U.S. federal statutory rate | 35.00% | 35.00% | 35.00% | 35.00% | |
Unrecognized tax benefits | $ 1.8 | $ 1.8 | $ 1.9 | ||
Accrued interest payable for taxes | 0.1 | 0.1 | 0.1 | ||
Liability for income tax penalties | 0 | 0 | $ 0 | ||
Foreign Tax Authority [Member] | |||||
Income Tax Examination [Line Items] | |||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | (14.3) | (14.3) | |||
State and Local Jurisdiction [Member] | |||||
Income Tax Examination [Line Items] | |||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 12.8 | $ 12.8 |
Operating Segments - Additional
Operating Segments - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016USD ($) | Sep. 30, 2016segment | |
Segment Reporting [Abstract] | ||
Goodwill segment reclassification | $ | $ 105 | |
Number of operating segments | segment | 3 |
Selected Financial Information
Selected Financial Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 437.6 | $ 389.1 | $ 1,269 | $ 1,120.7 |
Operating income (loss) | 95.8 | 60.3 | 211.3 | 148.2 |
Segment Revenues Gross Intersegment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 453 | 403.6 | 1,314.7 | 1,163.5 |
Segment Revenues Gross Intersegment [Member] | U.S. Information Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 273.3 | 239.3 | 777.1 | 691.4 |
Segment Revenues Gross Intersegment [Member] | International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 82.3 | 68.7 | 227.7 | 199.8 |
Segment Revenues Gross Intersegment [Member] | Interactive [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 97.4 | 95.5 | 310 | 272.3 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (15.4) | (14.5) | (45.7) | (42.8) |
Operating income (loss) | 0 | 0 | 0 | 0 |
Intersegment Eliminations [Member] | U.S. Information Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (14.3) | (13.6) | (42.7) | (40.4) |
Operating income (loss) | (13.9) | (13.2) | (41.6) | (39.3) |
Intersegment Eliminations [Member] | International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1.1) | (0.8) | (3) | (2.3) |
Operating income (loss) | (0.8) | (0.5) | (2.2) | (1.4) |
Intersegment Eliminations [Member] | Interactive [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operating income (loss) | 14.7 | 13.7 | 43.8 | 40.7 |
Intersegment Eliminations [Member] | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Segment Operating Income Gross Intersegment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 95.8 | 60.3 | 211.3 | 148.2 |
Segment Operating Income Gross Intersegment [Member] | U.S. Information Services | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 63.9 | 42.8 | 135.5 | 108.9 |
Segment Operating Income Gross Intersegment [Member] | International | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 14.4 | 7.9 | 27.5 | 12.5 |
Segment Operating Income Gross Intersegment [Member] | Interactive [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 41 | 36.5 | 125.1 | 96.4 |
Segment Operating Income Gross Intersegment [Member] | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | $ (23.5) | $ (26.9) | $ (76.8) | $ (69.6) |
Reconciliation of Operating Inc
Reconciliation of Operating Income (Loss) to Income from Continuing Operations Before Income Tax (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | ||||
Operating income from segments | $ 95.8 | $ 60.3 | $ 211.3 | $ 148.2 |
Non-operating income and expense | (20.1) | (59.2) | (72.9) | (149.7) |
Income (loss) before income taxes | $ 75.7 | $ 1.1 | $ 138.4 | $ (1.5) |
Earning from Equity Method Inve
Earning from Equity Method Investments Included in Other Income and Expense Net (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Other income and expense, net from equity method investments | $ 2.3 | $ 2 | $ 6.2 | $ 6.5 |
U.S. Information Services | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Other income and expense, net from equity method investments | 0.5 | 0.5 | 1.5 | 1.4 |
International | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Other income and expense, net from equity method investments | $ 1.8 | $ 1.5 | $ 4.7 | $ 5.1 |