Document and Entity Information
Document and Entity Information shares in Millions | 3 Months Ended |
Mar. 31, 2017shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q1 |
Entity Registrant Name | TransUnion |
Entity Central Index Key | 1,552,033 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 182.6 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 131.2 | $ 182.2 |
Trade accounts receivable, net of allowance of $6.6 and $6.2 | 289.9 | 277.9 |
Other current assets | 92.6 | 89.9 |
Property, plant and equipment, net of accumulated depreciation and amortization of $251.3 and $235.6 | 513.7 | 550 |
Property, plant and equipment, net of accumulated depreciation and amortization of $251.3 and $235.6 | 192 | 197.5 |
Goodwill, net | 2,203 | 2,173.9 |
Other intangibles, net of accumulated amortization of $860.0 and $815.8 | 1,737.8 | 1,762.3 |
Other assets | 107.3 | 97.5 |
Total assets | 4,753.8 | 4,781.2 |
Current liabilities: | ||
Trade accounts payable | 115.4 | 114.2 |
Short-term debt and current portion of long-term debt | 92.7 | 50.4 |
Other current liabilities | 173.4 | 208.7 |
Total current liabilities | 381.5 | 373.3 |
Long-term debt | 2,309.3 | 2,325.2 |
Deferred taxes | 572 | 579 |
Other liabilities | 26 | 30.7 |
Total liabilities | 3,288.8 | 3,308.2 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2017 and December 31, 2016, 185.2 million and 183.9 million shares issued at March 31, 2017 and December 31, 2016, respectively, and 182.6 million shares and 183.2 million shares outstanding as of March 31, 2017 and December 31, 2016, respectively | 1.9 | 1.8 |
Additional paid-in capital | 1,821.6 | 1,844.9 |
Treasury stock at cost; 2.6 million shares and 0.7 million shares at March 31, 2017 and December 31, 2016, respectively | (73.5) | (5.3) |
Accumulated deficit | (241.5) | (303.8) |
Accumulated other comprehensive loss | (140.9) | (174.8) |
Total TransUnion stockholders’ equity | 1,367.6 | 1,362.8 |
Noncontrolling interests | 97.4 | 110.2 |
Total stockholders’ equity | 1,465 | 1,473 |
Total liabilities and stockholders’ equity | $ 4,753.8 | $ 4,781.2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Trade accounts receivable, allowance | $ 6.6 | $ 6.2 |
Property, plant and equipment, accumulated depreciation and amortization | 251.3 | 235.6 |
Other intangibles, net of accumulated amortization | $ 860 | $ 815.8 |
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares, Issued | 185.2 | 183.9 |
Common Stock, Shares, Outstanding | 182.6 | 183.2 |
Treasury Stock, Shares | 2.6 | 0.7 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 455 | $ 405.7 |
Operating expenses | ||
Cost of services (exclusive of depreciation and amortization below) | 151.2 | 149.1 |
Selling, general and administrative | 144.7 | 132.2 |
Depreciation and amortization | 58 | 72.5 |
Total operating expenses | 353.9 | 353.8 |
Operating income | 101.1 | 51.9 |
Non-operating income and (expense) | ||
Interest expense | (21.5) | (20.4) |
Interest income | 1.3 | 0.8 |
Earnings from equity method investments | 1.7 | 1.9 |
Other income and (expense), net | (6.6) | (7.6) |
Total non-operating income and (expense) | (25.1) | (25.3) |
Income before income taxes | 76 | 26.6 |
Provision for income taxes | (11.5) | (12) |
Net income | 64.5 | 14.6 |
Less: net income attributable to the noncontrolling interests | (2.2) | (2) |
Net income attributable to TransUnion | $ 62.3 | $ 12.6 |
Earnings Per Share, Basic | $ 0.34 | $ 0.07 |
Earnings Per Share, Diluted | $ 0.33 | $ 0.07 |
Weighted Average Number of Shares Outstanding, Basic | 182.7 | 182.4 |
Weighted Average Number of Shares Outstanding, Diluted | 190.3 | 184 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income (loss) | $ 64.5 | $ 14.6 |
Foreign currency translation: | ||
Foreign currency translation adjustment | 34.2 | 26.3 |
Benefit for income taxes | 0 | 0.1 |
Foreign currency translation, net | 34.2 | 26.4 |
Hedge instruments: | ||
Hedge instruments: Net unrealized gain (loss) | 3.4 | (23.5) |
Hedge instruments: amortization of accumulated loss | 0.1 | 0.1 |
Hedge instruments: benefit (expense) for income taxes | (1.4) | 8.7 |
Hedge instruments, net | 2.1 | (14.7) |
Available-for-sale securities: | ||
Available-for-sale securities: Net unrealized loss | (0.2) | 0 |
Available-for-sale securities: Provision for income taxes | 0.1 | 0 |
Available-for-sale securities, net | (0.1) | 0 |
Total other comprehensive income, net of tax | 36.2 | 11.7 |
Comprehensive income (loss) | 100.7 | 26.3 |
Less: comprehensive income attributable to noncontrolling interests | (4.5) | (7.2) |
Comprehensive income attributable to TransUnion | $ 96.2 | $ 19.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 64.5 | $ 14.6 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 58 | 72.5 |
Net loss on refinancing transaction | 5 | 0 |
Amortization and loss on fair value of hedge instrument | 0 | 0.8 |
Equity in net income of affiliates, net of dividends | (1.4) | (1.5) |
Deferred taxes | (14) | 4.6 |
Amortization of discount and deferred financing fees | 0.7 | 0.7 |
Stock-based compensation | 8 | 3.7 |
Provision for losses on trade accounts receivable | 1.2 | 0.7 |
Other | (2.3) | 1.6 |
Changes in assets and liabilities: | ||
Trade accounts receivable | (10.7) | (30.8) |
Other current and long-term assets | (11.3) | (4.5) |
Trade accounts payable | (0.9) | 2.8 |
Other current and long-term liabilities | (29.5) | (23.5) |
Cash provided by operating activities | 67.3 | 41.7 |
Cash flows from investing activities: | ||
Capital expenditures | (26) | (30.9) |
Proceeds from sale of trading securities | 1 | 0.9 |
Purchases of trading securities | (1.3) | (1.1) |
Proceeds from sale of other investments | 35.7 | 8.8 |
Purchases of other investments | (26.9) | (8.5) |
Acquisitions and purchases of noncontrolling interests, net of cash acquired | (58.7) | (129.1) |
Acquisition-related deposits, net | 0 | (1.1) |
Cash used in investing activities | (76.2) | (161) |
Cash flows from financing activities: | ||
Proceeds from senior secured term loan B | 0 | 150 |
Proceeds from senior secured revolving line of credit | 40 | 145 |
Payments of senior secured revolving line of credit | 0 | (145) |
Repayments of debt | (14.3) | (12) |
Debt financing fees | (5) | (3.1) |
Proceeds from issuance of common stock and exercise of stock options | 10.1 | 0.9 |
Treasury stock purchased | (68.3) | 0 |
Excess tax benefit | 0 | 0.5 |
Distributions to noncontrolling interests | 0 | (0.4) |
Payment for Contingent Consideration Liability, Financing Activities | 5.9 | 0 |
Cash (used in) provided by financing activities | (43.4) | 135.9 |
Effect of exchange rate changes on cash and cash equivalents | 1.3 | 0.5 |
Net change in cash and cash equivalents | (51) | 17.1 |
Cash and cash equivalents, beginning of period | 182.2 | 133.2 |
Cash and cash equivalents, end of period | $ 131.2 | $ 150.3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
Balance (in shares) at Dec. 31, 2016 | 183.2 | |||||||
Balance at Dec. 31, 2016 | $ 1,473 | $ 1.8 | $ 1,844.9 | $ (5.3) | $ (303.8) | $ (174.8) | $ 110.2 | $ 1,473 |
Net income (loss) | 64.5 | 64.5 | ||||||
Net Income (Loss) Attributable to Parent | 62.3 | 0 | 0 | 0 | 62.3 | 0 | ||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2.2 | |||||||
Other comprehensive income | 36.2 | 0 | 0 | 0 | 0 | 33.9 | 2.3 | 36.2 |
Stock-based compensation | $ 0 | 7.6 | 0 | 0 | 0 | 0 | 7.6 | |
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 3.4 | 0 | 0 | 0 | 0 | 3.4 | |
Exercise of stock options | 1.2 | |||||||
Exercise of stock options | $ 0.1 | 7.1 | 0 | 0 | 0 | 0 | 7.2 | |
Treasury stock purchased | (1.9) | |||||||
Treasury stock purchased | $ 0 | 0 | 68.3 | 0 | 0 | 0 | 68.3 | |
Purchase of noncontrolling interest | $ 0 | (41.4) | (17.3) | (58.7) | ||||
Other | 0 | |||||||
Other | $ 0 | 0 | 0.1 | 0 | 0 | 0 | 0.1 | |
Balance (in shares) at Mar. 31, 2017 | 182.6 | |||||||
Balance at Mar. 31, 2017 | $ 1,465 | $ 1.9 | $ 1,821.6 | $ (73.5) | $ (241.5) | $ (140.9) | $ 97.4 | $ 1,465 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 . 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, 2016 , filed with the Securities and Exchange Commission (“SEC”) on February 15, 2017. 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 March 30, 2016, the FASB issued ASU No. 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. The provisions in the new guidance related to income taxes that impacted us were adopted prospectively. As a result of this guidance, beginning January 1, 2017, we record excess tax benefits as a reduction to income tax expense and reflect excess tax benefits as operating cash flows. Depending on the exercise pattern of our remaining outstanding options, and the value of our stock on the exercise dates of our stock options and vest dates of our restricted stock units relative to the corresponding fair value of those awards on their grant dates, there could be a material impact on our future income tax expense. Recent Accounting Pronouncements Not Yet Adopted On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). During 2016, the FASB issued several additional ASU's related to revenue recognition. This series of 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. We will adopt this standard beginning January 1, 2018, and expect to use the modified retrospective approach, with the cumulative effect recognized in the opening balance of retained earnings. We continue to evaluate the impact this guidance will have on our consolidated financial statements and disclosures. On January 5, 2016, the FASB issued ASU No. 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 No. 2016-02, Leases (Topic 842) . This ASU, among other things, will require lessees 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 June 16, 2016, the FASB issued ASU No. 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 No. 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 periods therein. We are currently assessing the impact this guidance will have on our consolidated statements of cash flows. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 : (in millions) Total Level 1 Level 2 Level 3 Assets Trading securities $ 13.1 $ 8.7 $ 4.4 $ — Available for sale securities 3.2 — 3.2 — Total $ 16.3 $ 8.7 $ 7.6 $ — Liabilities Interest rate caps $ (0.4 ) $ — $ (0.4 ) $ — Contingent consideration (11.7 ) — — (11.7 ) Total $ (12.1 ) $ — $ (0.4 ) $ (11.7 ) 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 $27.5 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 months ended March 31, 2017 , we recorded a gain of $0.1 million as a result of changes to the fair value of these obligations. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: (in millions) March 31, December 31, 2016 Prepaid expenses $ 40.3 $ 43.9 Other investments 20.7 29.5 CFPB escrow deposit 13.9 — Income taxes receivable 6.3 5.4 Marketable securities 3.2 3.3 Deferred financing fees 0.5 0.5 Other 7.7 7.3 Total other current assets $ 92.6 $ 89.9 Other investments include non-negotiable certificates of deposit that are recorded at their carrying value. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: (in millions) March 31, December 31, 2016 Investments in affiliated companies $ 67.8 $ 62.6 Marketable securities 13.1 12.4 Other investments 11.1 9.5 Deposits 8.9 9.3 Deferred financing fees 1.1 1.2 Other 5.3 2.5 Total other assets $ 107.3 $ 97.5 Other investments include non-negotiable certificates of deposit that are recorded at their carrying value. |
Investments in Affiliated Compa
Investments in Affiliated Companies | 3 Months Ended |
Mar. 31, 2017 | |
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. 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 months ended March 31, 2017 or 2016 . Investments in affiliated companies consisted of the following: (in millions) March 31, December 31, 2016 Total equity method investments $ 44.6 $ 39.4 Total cost method investments 23.2 23.2 Total investments in affiliated companies $ 67.8 $ 62.6 These balances are included in other assets in the consolidated balance sheets. 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: Three Months Ended March 31, (in millions) 2017 2016 Earnings from equity method investments $ 1.7 $ 1.9 Dividends received from equity method investments $ 0.3 $ 0.4 There were no dividends on cost method investments received for the three months ended March 31, 2017 or 2016. |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: (in millions) March 31, December 31, 2016 Accrued payroll $ 50.3 $ 79.3 Accrued legal and regulatory 33.0 35.9 Accrued employee benefits 26.5 31.8 Income taxes payable 21.9 11.5 Deferred revenue 12.2 12.0 Contingent consideration 11.3 16.1 Accrued interest 1.1 1.3 Other 17.1 20.8 Total other current liabilities $ 173.4 $ 208.7 The decrease in accrued payroll was due primarily to the payment of accrued bonuses during the first quarter of 2017 that were earned in 2016. |
Other Liabilities Other Liabili
Other Liabilities Other Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | Other Liabilities Other liabilities consisted of the following: (in millions) March 31, December 31, 2016 Retirement benefits $ 11.7 $ 10.9 Unrecognized tax benefits 5.3 4.8 Interest rate caps 0.4 6.1 Contingent consideration 0.4 1.5 Other 8.2 7.4 Total other liabilities $ 26.0 $ 30.7 See note 8, “Debt,” for additional information about the interest rate caps. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following: (in millions) March 31, December 31, 2016 Senior Secured Term Loan B, payable in quarterly installments through April 9, 2023, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.48% at March 31, 2017 and 3.52% at December 31, 2016), including original issue discount and deferred financing fees of $7.2 million and $4.3 million, respectively, at March 31, 2017, and original issue discount and deferred financing fees of $7.6 million and $4.4 million, respectively, at December 31, 2016 $ 1,979.9 $ 1,984.6 Senior Secured Term Loan A, payable in quarterly installments through June 30, 2020, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (2.98% at March 31, 2017 and 2.77% at December 31, 2016), including original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at March 31, 2017, and original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at December 31, 2016 370.8 375.7 Senior Secured Revolving Line of Credit 40.0 — Other notes payable 10.5 14.2 Capital lease obligations 0.8 1.1 Total debt 2,402.0 2,375.6 Less short-term debt and current portion of long-term debt (92.7 ) (50.4 ) Total long-term debt $ 2,309.3 $ 2,325.2 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 March 31, 2017 , were as follows: (in millions) March 31, 2017 2017 $ 76.6 2018 54.5 2019 54.2 2020 314.4 2021 20.5 Thereafter 1,894.2 Unamortized original issue discounts and unamortized deferred financing fee (12.4 ) Total debt $ 2,402.0 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 January 31, 2017, we refinanced and amended certain provisions of our Senior Secured Term Loan B. Key provisions to the amendment included a two-year extension of the maturity date from April 2021 to April 2023, a 0.25% reduction in the applicable margin, and a reduction in the LIBOR floor to zero from 0.75% . The refinancing resulted in $5.0 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income in the first quarter of 2017. On March 21, 2017, we borrowed $40.0 million under the Senior Secured Revolving Line of Credit to partially fund the acquisition of an additional interest in Credit Information Bureau (India) Limited. As of March 31, 2017 , we could have borrowed up to the additional $170.0 million available. Also, 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 , or such amount that the Senior Secured Net Leverage ratio does not exceed 4.25 to 1.0, whichever is greater, 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, make certain investments and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 6.5 -to-1 at any such test date. As of March 31, 2017 , we were in compliance with all debt covenants. 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 or similar replacement debt 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. 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 an unrealized gain of $2.1 million and a loss of $14.8 million , net of tax, recorded in other comprehensive income for three months ended March 31, 2017 and 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 $0.7 million recorded in other income and expense for three months ended March 31, 2017 and 2016, 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 months ended March 31, 2017 was $1.4 million . We expect to reclassify approximately $4.0 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 March 31, 2017 , the fair value of our variable-rate Senior Secured Term Loan A and Senior Secured Revolving Line of Credit, excluding original issue discounts and deferred fees, approximates the carrying value. As of March 31, 2017, the fair value of our Senior Secured Term Loan B, excluding original issue discounts and deferred fees, was $2,007.7 million . The fair values of our variable-rate term loans are determined using Level 2 inputs, and quoted market prices for the publicly traded instruments. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Treasury Stock During the first quarter of 2017, as a part of a secondary offering of shares of TransUnion common stock by certain of our stockholders, the Company repurchased 1.85 million shares of common stock for a total of $68.3 million from the underwriters of the offering. Preferred Stock We have 100.0 million shares of preferred stock authorized. No preferred stock had been issued or was outstanding as of March 31, 2017 . |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
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. As of March 31, 2017 , there were 0.2 million anti-dilutive weighted stock-based awards outstanding. In addition, there were 0.3 million contingently issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. As of March 31, 2016 , there were 0.2 million anti-dilutive stock-based awards outstanding. In addition, there were 6.5 million contingently issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the market conditions had not been met. Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended March 31, (in millions, except per share data) 2017 2016 Earnings per share - basic Earnings available to common stockholders $ 62.3 $ 12.6 Weighted average basic shares outstanding 182.7 182.4 Earnings per share - basic $ 0.34 $ 0.07 Earnings per share - diluted Earnings available to common stockholders $ 62.3 $ 12.6 Weighted average basic shares outstanding 182.7 182.4 Dilutive impact of stock based awards 7.6 1.6 Weighted average dilutive shares outstanding 190.3 184.0 Earnings per share - diluted $ 0.33 $ 0.07 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2017 , we reported an effective tax rate of 15.1% , which was lower than the 35% U.S. federal statutory rate due primarily to the impact of excess tax benefits related to the adoption of ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excess tax benefits for share-based payment award transactions to be recorded in the income statement. As a result, we recognized excess tax benefits on stock option exercises, which resulted in a decrease in tax expense of $11.6 million . In addition, during the first quarter of 2017, we completed an ownership structure change for certain international subsidiaries and now assert that their unremitted earnings are indefinitely reinvested outside the United States, which resulted in a decrease in income tax expense of $4.3 million . For the three months ended March 31, 2016 , we reported an effective tax rate of 45.1% , 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 and the impact of valuation allowances on the losses of certain foreign subsidiaries. The total amount of unrecognized tax benefits was $5.3 million as of March 31, 2017 and $4.8 million as of December 31, 2016 . These same amounts would affect the effective tax rate, if recognized. The accrued interest payable for taxes was insignificant as of March 31, 2017 and December 31, 2016 . There was no significant liability for tax penalties as of March 31, 2017 or December 31, 2016 . 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. |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Operating Segments | Reportable Segments 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, 2016 , included in our Annual Report on Form 10-K filed with the SEC on February 15, 2017. We evaluate the performance of segments based on revenue and operating income. The following is a more detailed description of the three reportable segments and the Corporate unit, which provides support services to each 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 segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the 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: Three Months Ended March 31, (in millions) 2017 2016 Gross revenues: U.S. Information Services $ 282.2 $ 247.0 International 83.4 67.8 Consumer Interactive 105.0 106.1 Total revenues, gross $ 470.6 $ 420.9 Intersegment revenue eliminations: U.S. Information Services (14.5 ) (14.3 ) International (1.1 ) (0.9 ) Consumer Interactive — — Corporate — — Total intersegment eliminations (15.6 ) (15.2 ) Total revenues, net $ 455.0 $ 405.7 Operating income: U.S. Information Services $ 72.3 $ 30.2 International 8.9 5.1 Consumer Interactive 48.0 40.5 Corporate (28.1 ) (23.8 ) Total operating income $ 101.1 $ 51.9 Intersegment operating income eliminations: U.S. Information Services $ (14.1 ) $ (13.9 ) International (0.8 ) (0.6 ) Consumer Interactive 14.9 14.5 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 before income taxes for the periods presented is as follows: Three Months Ended March 31, (in millions) 2017 2016 Operating income from segments $ 101.1 $ 51.9 Non-operating income and expense (25.1 ) (25.3 ) Income before income taxes $ 76.0 $ 26.6 Earnings from equity method investments included in non-operating income and expense for the periods presented were as follows: Three Months Ended March 31, (in millions) 2017 2016 U.S. Information Services $ 0.3 $ 0.4 International 1.4 1.5 Total $ 1.7 $ 1.9 |
Significant Accounting and Re20
Significant Accounting and Reporting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 . 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, 2016 , filed with the Securities and Exchange Commission (“SEC”) on February 15, 2017. |
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 March 30, 2016, the FASB issued ASU No. 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. The provisions in the new guidance related to income taxes that impacted us were adopted prospectively. As a result of this guidance, beginning January 1, 2017, we record excess tax benefits as a reduction to income tax expense and reflect excess tax benefits as operating cash flows. Depending on the exercise pattern of our remaining outstanding options, and the value of our stock on the exercise dates of our stock options and vest dates of our restricted stock units relative to the corresponding fair value of those awards on their grant dates, there could be a material impact on our future income tax expense. Recent Accounting Pronouncements Not Yet Adopted On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). During 2016, the FASB issued several additional ASU's related to revenue recognition. This series of 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. We will adopt this standard beginning January 1, 2018, and expect to use the modified retrospective approach, with the cumulative effect recognized in the opening balance of retained earnings. We continue to evaluate the impact this guidance will have on our consolidated financial statements and disclosures. On January 5, 2016, the FASB issued ASU No. 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 No. 2016-02, Leases (Topic 842) . This ASU, among other things, will require lessees 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 June 16, 2016, the FASB issued ASU No. 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 No. 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 periods therein. We are currently assessing the impact this guidance will have on our consolidated statements of cash flows. |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 : (in millions) Total Level 1 Level 2 Level 3 Assets Trading securities $ 13.1 $ 8.7 $ 4.4 $ — Available for sale securities 3.2 — 3.2 — Total $ 16.3 $ 8.7 $ 7.6 $ — Liabilities Interest rate caps $ (0.4 ) $ — $ (0.4 ) $ — Contingent consideration (11.7 ) — — (11.7 ) Total $ (12.1 ) $ — $ (0.4 ) $ (11.7 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: (in millions) March 31, December 31, 2016 Prepaid expenses $ 40.3 $ 43.9 Other investments 20.7 29.5 CFPB escrow deposit 13.9 — Income taxes receivable 6.3 5.4 Marketable securities 3.2 3.3 Deferred financing fees 0.5 0.5 Other 7.7 7.3 Total other current assets $ 92.6 $ 89.9 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: (in millions) March 31, December 31, 2016 Investments in affiliated companies $ 67.8 $ 62.6 Marketable securities 13.1 12.4 Other investments 11.1 9.5 Deposits 8.9 9.3 Deferred financing fees 1.1 1.2 Other 5.3 2.5 Total other assets $ 107.3 $ 97.5 |
Investments in Affiliated Com24
Investments in Affiliated Companies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Text Block [Abstract] | |
Investments in Affiliated Companies | Investments in affiliated companies consisted of the following: (in millions) March 31, December 31, 2016 Total equity method investments $ 44.6 $ 39.4 Total cost method investments 23.2 23.2 Total investments in affiliated companies $ 67.8 $ 62.6 |
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: Three Months Ended March 31, (in millions) 2017 2016 Earnings from equity method investments $ 1.7 $ 1.9 Dividends received from equity method investments $ 0.3 $ 0.4 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in millions) March 31, December 31, 2016 Accrued payroll $ 50.3 $ 79.3 Accrued legal and regulatory 33.0 35.9 Accrued employee benefits 26.5 31.8 Income taxes payable 21.9 11.5 Deferred revenue 12.2 12.0 Contingent consideration 11.3 16.1 Accrued interest 1.1 1.3 Other 17.1 20.8 Total other current liabilities $ 173.4 $ 208.7 |
Other Liabilities Other Liabilt
Other Liabilities Other Liabilties (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities [Table Text Block] | Other liabilities consisted of the following: (in millions) March 31, December 31, 2016 Retirement benefits $ 11.7 $ 10.9 Unrecognized tax benefits 5.3 4.8 Interest rate caps 0.4 6.1 Contingent consideration 0.4 1.5 Other 8.2 7.4 Total other liabilities $ 26.0 $ 30.7 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: (in millions) March 31, December 31, 2016 Senior Secured Term Loan B, payable in quarterly installments through April 9, 2023, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.48% at March 31, 2017 and 3.52% at December 31, 2016), including original issue discount and deferred financing fees of $7.2 million and $4.3 million, respectively, at March 31, 2017, and original issue discount and deferred financing fees of $7.6 million and $4.4 million, respectively, at December 31, 2016 $ 1,979.9 $ 1,984.6 Senior Secured Term Loan A, payable in quarterly installments through June 30, 2020, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (2.98% at March 31, 2017 and 2.77% at December 31, 2016), including original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at March 31, 2017, and original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at December 31, 2016 370.8 375.7 Senior Secured Revolving Line of Credit 40.0 — Other notes payable 10.5 14.2 Capital lease obligations 0.8 1.1 Total debt 2,402.0 2,375.6 Less short-term debt and current portion of long-term debt (92.7 ) (50.4 ) Total long-term debt $ 2,309.3 $ 2,325.2 |
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 March 31, 2017 , were as follows: (in millions) March 31, 2017 2017 $ 76.6 2018 54.5 2019 54.2 2020 314.4 2021 20.5 Thereafter 1,894.2 Unamortized original issue discounts and unamortized deferred financing fee (12.4 ) Total debt $ 2,402.0 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: Three Months Ended March 31, (in millions, except per share data) 2017 2016 Earnings per share - basic Earnings available to common stockholders $ 62.3 $ 12.6 Weighted average basic shares outstanding 182.7 182.4 Earnings per share - basic $ 0.34 $ 0.07 Earnings per share - diluted Earnings available to common stockholders $ 62.3 $ 12.6 Weighted average basic shares outstanding 182.7 182.4 Dilutive impact of stock based awards 7.6 1.6 Weighted average dilutive shares outstanding 190.3 184.0 Earnings per share - diluted $ 0.33 $ 0.07 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Selected Financial Information | Selected segment financial information consisted of the following: Three Months Ended March 31, (in millions) 2017 2016 Gross revenues: U.S. Information Services $ 282.2 $ 247.0 International 83.4 67.8 Consumer Interactive 105.0 106.1 Total revenues, gross $ 470.6 $ 420.9 Intersegment revenue eliminations: U.S. Information Services (14.5 ) (14.3 ) International (1.1 ) (0.9 ) Consumer Interactive — — Corporate — — Total intersegment eliminations (15.6 ) (15.2 ) Total revenues, net $ 455.0 $ 405.7 Operating income: U.S. Information Services $ 72.3 $ 30.2 International 8.9 5.1 Consumer Interactive 48.0 40.5 Corporate (28.1 ) (23.8 ) Total operating income $ 101.1 $ 51.9 Intersegment operating income eliminations: U.S. Information Services $ (14.1 ) $ (13.9 ) International (0.8 ) (0.6 ) Consumer Interactive 14.9 14.5 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 before income taxes for the periods presented is as follows: Three Months Ended March 31, (in millions) 2017 2016 Operating income from segments $ 101.1 $ 51.9 Non-operating income and expense (25.1 ) (25.3 ) Income before income taxes $ 76.0 $ 26.6 |
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: Three Months Ended March 31, (in millions) 2017 2016 U.S. Information Services $ 0.3 $ 0.4 International 1.4 1.5 Total $ 1.7 $ 1.9 |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading Securities, Change in Unrealized Holding Gain (Loss) | $ 0 | $ 0 | |
Trading Securities, Realized Gain (Loss) | 0 | 0 | |
Available-for-sale Securities, Gross Realized Gain (Loss) | 0 | 0 | |
Available-for-sale Securities, Gross Unrealized Gain (Loss) | 0 | $ 0 | |
Financial instruments measured at fair value, on a recurring basis | |||
Interest rate caps | (400,000) | $ (6,100,000) | |
Maximum payout for contingent obligation | 27,500,000 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | $ 100,000 | ||
Recorded Purchase Obligation, Date | 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 | $ 13,100,000 | ||
Available for sale securities | 3,200,000 | ||
Assets, Fair Value Disclosure | 16,300,000 | ||
Interest rate caps | (400,000) | ||
Contingent consideration | (11,700,000) | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (12,100,000) | ||
Level 1 | Fair Value, Recurring | |||
Financial instruments measured at fair value, on a recurring basis | |||
Trading securities | 8,700,000 | ||
Available for sale securities | 0 | ||
Assets, Fair Value Disclosure | 8,700,000 | ||
Interest rate caps | 0 | ||
Contingent consideration | 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 | 4,400,000 | ||
Available for sale securities | 3,200,000 | ||
Assets, Fair Value Disclosure | 7,600,000 | ||
Interest rate caps | (400,000) | ||
Contingent consideration | 0 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (400,000) | ||
Level 3 | Fair Value, Recurring | |||
Financial instruments measured at fair value, on a recurring basis | |||
Trading securities | 0 | ||
Available for sale securities | 0 | ||
Assets, Fair Value Disclosure | 0 | ||
Interest rate caps | 0 | ||
Contingent consideration | (11,700,000) | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ (11,700,000) |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 40.3 | $ 43.9 |
Other investments | 20.7 | 29.5 |
CFPB escrow deposit | 13.9 | 0 |
Income taxes receivable | 6.3 | 5.4 |
Marketable securities | 3.2 | 3.3 |
Deferred financing fees | 0.5 | 0.5 |
Other | 7.7 | 7.3 |
Total other current assets | $ 92.6 | $ 89.9 |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Other assets | ||
Investments in affiliated companies | $ 67.8 | $ 62.6 |
Marketable securities | 13.1 | 12.4 |
Other investments | 11.1 | 9.5 |
Deposits | 8.9 | 9.3 |
Deferred financing fees | 1.1 | 1.2 |
Other | 5.3 | 2.5 |
Total other assets | $ 107.3 | $ 97.5 |
Investments in Affiliated Com33
Investments in Affiliated Companies (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Investments in and Advances to Affiliates [Line Items] | |||
Other than Temporary Impairment Losses, Investments | $ 0 | $ 0 | |
Total equity method investments | 44.6 | $ 39.4 | |
Total cost method investments | 23.2 | 23.2 | |
Total investments in affiliated companies | 67.8 | $ 62.6 | |
Dividends or Distributions Cost Method Investment | $ 0 | $ 0 |
Earnings and Dividends from Equ
Earnings and Dividends from Equity Method of Investment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Earnings from equity method investments | $ 1.7 | $ 1.9 |
Dividends received from equity method investments | $ 0.3 | $ 0.4 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll | $ 50.3 | $ 79.3 |
Accrued legal and regulatory | 33 | 35.9 |
Accrued employee benefits | 26.5 | 31.8 |
Income taxes payable | 21.9 | 11.5 |
Deferred revenue | 12.2 | 12 |
Contingent consideration | 11.3 | 16.1 |
Accrued interest | 1.1 | 1.3 |
Other | 17.1 | 20.8 |
Total other current liabilities | $ 173.4 | $ 208.7 |
Other Liabilities Other Liabi36
Other Liabilities Other Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Retirement benefits | $ 11.7 | $ 10.9 |
Unrecognized tax benefits | 5.3 | 4.8 |
Interest rate caps | 0.4 | 6.1 |
Contingent consideration | 0.4 | 1.5 |
Other | 8.2 | 7.4 |
Other liabilities | $ 26 | $ 30.7 |
Debt outstanding (Detail)
Debt outstanding (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 2,402 | $ 2,375.6 |
Less short-term debt and current portion of long-term debt | (92.7) | (50.4) |
Total long-term debt | 2,309.3 | 2,325.2 |
Debt Issuance Costs, Noncurrent, Net | 1.1 | 1.2 |
Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,979.9 | $ 1,984.6 |
Debt Instrument, Maturity Date | Apr. 9, 2023 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.48% | 3.52% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 7.2 | $ 7.6 |
Debt Issuance Costs, Noncurrent, Net | 4.3 | 4.4 |
Senior Secured Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 370.8 | $ 375.7 |
Debt Instrument, Maturity Date | Jun. 30, 2020 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 2.98% | 2.77% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 0.7 | $ 0.7 |
Debt Issuance Costs, Noncurrent, Net | 0.2 | 0.2 |
Senior Secured Revolving Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 40 | 0 |
Other notes payable | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 10.5 | 14.2 |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 0.8 | $ 1.1 |
Debt Schedule of Debt Maturitie
Debt Schedule of Debt Maturities (Details) $ in Millions | Mar. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 76.6 |
2,018 | 54.5 |
2,019 | 54.2 |
2,020 | 314.4 |
2,021 | 20.5 |
Thereafter | 1,894.2 |
Unamortized original issue discounts and unamortized deferred financing fee | (12.4) |
Total debt | $ 2,402 |
Senior Secured Credit Facility
Senior Secured Credit Facility (Detail) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 18, 2015 | |
Senior Secured Credit Facility | |||||
Debt refinancing, extension term | 2 years | ||||
Interest Rate Cap [Member] | |||||
Senior Secured Credit Facility | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||
Derivative, Notional Amount | $ 1,526.4 | ||||
Derivative, Cap Interest Rate | 0.75% | 0.75% | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 1.4 | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 4 | ||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 2.1 | $ (14.8) | |||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ 0.1 | $ (0.7) | |||
Interest Rate Cap [Member] | Minimum [Member] | |||||
Senior Secured Credit Facility | |||||
Derivative, Fixed Interest Rate | 0.98% | ||||
Interest Rate Cap [Member] | Maximum [Member] | |||||
Senior Secured Credit Facility | |||||
Derivative, Fixed Interest Rate | 0.994% | ||||
Senior Secured Term Loan A [Member] | |||||
Senior Secured Credit Facility | |||||
Debt Instrument, Fair Value Disclosure | $ 370.8 | ||||
Senior Secured Term Loan B [Member] | |||||
Senior Secured Credit Facility | |||||
Debt Instrument, Interest Rate, Increase (Decrease) | (0.25%) | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||
Debt Floor Interest Rate | 0.00% | 0.75% | |||
Debt Related Commitment Fees and Debt Issuance Costs | $ 5 | ||||
Debt Instrument, Fair Value Disclosure | 2,007.7 | ||||
Senior Secured Revolving Line of Credit | |||||
Senior Secured Credit Facility | |||||
Debt Instrument, Face Amount | 40 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 170 | ||||
Incremental Borrowings Net Leverage Ratio | 4.25 | ||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 450 | ||||
Net Leverage Ratio Requirement | 6.5 |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Issued | 0 | |
Treasury stock purchased | 1,850 | |
Treasury stock purchased | $ 68.3 | $ 0 |
Preferred stock, shares authorized | 100,000 | |
Preferred stock, shares outstanding | 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0.2 | 0.2 |
Earnings available to common stockholders | $ 62.3 | $ 12.6 |
Weighted average basic shares outstanding | 182.7 | 182.4 |
Earnings per share - basic | $ 0.34 | $ 0.07 |
Earnings available to common shareholders, diluted | $ 62.3 | $ 12.6 |
Dilutive impact of stock based awards | 7.6 | 1.6 |
Weighted average dilutive shares outstanding | 190.3 | 184 |
Earnings per share - diluted | $ 0.33 | $ 0.07 |
Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0.3 | 6.5 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Examination [Line Items] | |||
Effective tax benefit rate | 15.10% | 45.10% | |
U.S. federal statutory rate | 35.00% | 35.00% | |
Unrecognized tax benefits | $ 5.3 | $ 4.8 | |
Accrued interest payable for taxes | 0 | 0 | |
Liability for income tax penalties | 0 | $ 0 | |
Unremitted earnings [Member] | |||
Income Tax Examination [Line Items] | |||
Other Tax Expense (Benefit) | (4.3) | ||
Excess tax benefit [Member] | |||
Income Tax Examination [Line Items] | |||
Other Tax Expense (Benefit) | $ (11.6) |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of Corporate Units | 1,000,000 |
Number of reportable segments | 3 |
Selected Financial Information
Selected Financial Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 455 | $ 405.7 |
Operating Income (Loss) | 101.1 | 51.9 |
U.S. Information Services | ||
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | 72.3 | 30.2 |
International | ||
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | 8.9 | 5.1 |
Consumer Interactive | ||
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | 48 | 40.5 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | (28.1) | (23.8) |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | (15.6) | (15.2) |
Operating Income (Loss) | 0 | 0 |
Intersegment Eliminations [Member] | U.S. Information Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | (14.5) | (14.3) |
Operating Income (Loss) | (14.1) | (13.9) |
Intersegment Eliminations [Member] | International | ||
Segment Reporting Information [Line Items] | ||
Revenue | (1.1) | (0.9) |
Operating Income (Loss) | (0.8) | (0.6) |
Intersegment Eliminations [Member] | Consumer Interactive | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Operating Income (Loss) | 14.9 | 14.5 |
Intersegment Eliminations [Member] | Corporate | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Segment Revenues Gross Intersegment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 470.6 | 420.9 |
Segment Revenues Gross Intersegment [Member] | U.S. Information Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 282.2 | 247 |
Segment Revenues Gross Intersegment [Member] | International | ||
Segment Reporting Information [Line Items] | ||
Revenue | 83.4 | 67.8 |
Segment Revenues Gross Intersegment [Member] | Consumer Interactive | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 105 | $ 106.1 |
Reconciliation of Operating Inc
Reconciliation of Operating Income (Loss) to Income from Continuing Operations Before Income Tax (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting [Abstract] | ||
Operating income from segments | $ 101.1 | $ 51.9 |
Non-operating income and expense | (25.1) | (25.3) |
Income before income taxes | $ 76 | $ 26.6 |
Earning from Equity Method Inve
Earning from Equity Method Investments Included in Other Income and Expense Net (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Other income and expense, net from equity method investments | $ 1.7 | $ 1.9 |
U.S. Information Services | ||
Segment Reporting Information [Line Items] | ||
Other income and expense, net from equity method investments | 0.3 | 0.4 |
International | ||
Segment Reporting Information [Line Items] | ||
Other income and expense, net from equity method investments | $ 1.4 | $ 1.5 |