Document and Entity Information
Document and Entity Information shares in Millions | 6 Months Ended |
Jun. 30, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2021 |
Document Transition Report | false |
Entity File Number | 001-37470 |
Entity Registrant Name | TransUnion |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 61-1678417 |
Entity Address, Address Line One | 555 West Adams, |
Entity Address, City or Town | Chicago, |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60661 |
City Area Code | 312 |
Local Phone Number | 985-2000 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | TRU |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 191.5 |
Amendment Flag | false |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q2 |
Entity Central Index Key | 0001552033 |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 526.2 | $ 493 |
Trade accounts receivable, net of allowance of $24.8 and $26.6 | 511.8 | 453.7 |
Other current assets | 215 | 159.5 |
Total current assets | 1,253 | 1,106.2 |
Property, plant and equipment, net of accumulated depreciation and amortization of $601.4 and $548.9 | 209.3 | 223.2 |
Goodwill | 3,455.3 | 3,461.5 |
Other intangibles, net of accumulated amortization of $1,885.4 and $1,752.2 | 2,211.3 | 2,284.6 |
Other assets | 266.2 | 236.1 |
Total assets | 7,395.1 | 7,311.6 |
Current liabilities: | ||
Trade accounts payable | 212.2 | 193.2 |
Short-term debt and current portion of long-term debt | 69.3 | 55.5 |
Other current liabilities | 320.3 | 415.8 |
Total current liabilities | 601.8 | 664.5 |
Long-term debt | 3,273.2 | 3,398.7 |
Deferred taxes | 430.7 | 396.8 |
Other liabilities | 181.8 | 215.5 |
Total liabilities | 4,487.5 | 4,675.5 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2021 and December 31, 2020, 197.1 million and 195.7 million shares issued at June 30, 2021 and December 31, 2020, respectively, and 191.5 million shares and 190.5 million shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 2 | 2 |
Additional paid-in capital | 2,133.7 | 2,088.1 |
Treasury stock at cost; 5.6 million and 5.2 million shares at June 30, 2021 and December 31, 2020, respectively | (249.2) | (215.2) |
Retained earnings | 1,160.1 | 937.4 |
Accumulated other comprehensive loss | (241.9) | (272.1) |
Total TransUnion stockholders’ equity | 2,804.7 | 2,540.2 |
Noncontrolling interests | 102.9 | 95.9 |
Total stockholders’ equity | 2,907.6 | 2,636.1 |
Total liabilities and stockholders’ equity | $ 7,395.1 | $ 7,311.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 24.8 | $ 26.6 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 601.4 | 548.9 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,885.4 | $ 1,752.2 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares, Issued | 197.1 | 195.7 |
Common Stock, Shares, Outstanding | 191.5 | 190.5 |
Treasury Stock, Shares | 5.6 | 5.2 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 774.2 | $ 634.4 | $ 1,519.5 | $ 1,322 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization below) | 250.3 | 218.6 | 493.5 | 443.7 |
Selling, general and administrative | 208 | 201.1 | 435.1 | 436.4 |
Depreciation and amortization | 98.4 | 90.8 | 192.7 | 181.2 |
Total operating expenses | 556.7 | 510.5 | 1,121.3 | 1,061.3 |
Operating income | 217.5 | 123.9 | 398.2 | 260.7 |
Non-operating income and (expense) | ||||
Interest expense | (25.6) | (33.5) | (51.4) | (71.1) |
Interest income | 0.9 | 1.1 | 1.5 | 3 |
Earnings from equity method investments | 2.7 | 2.1 | 5.7 | 4.6 |
Other income and (expense), net | (0.1) | (0.7) | (0.5) | (7.7) |
Total non-operating income and (expense) | (22.1) | (30.9) | (44.6) | (71.2) |
Income before income taxes | 195.4 | 93 | 353.5 | 189.6 |
Provision for income taxes | (62.5) | (23) | (90) | (45.2) |
Net income | 132.9 | 70 | 263.5 | 144.3 |
Less: net (income) loss attributable to the noncontrolling interests | (5.2) | (1.5) | (8) | (5.6) |
Net income attributable to TransUnion | $ 127.6 | $ 68.5 | $ 255.6 | $ 138.7 |
Weighted-average shares outstanding: | ||||
Basic | 191.4 | 189.9 | 191.2 | 189.6 |
Diluted | 192.8 | 192 | 192.8 | 192 |
Earnings Per Share: | ||||
Basic | $ 0.67 | $ 0.36 | $ 1.34 | $ 0.73 |
Diluted | $ 0.66 | $ 0.36 | $ 1.33 | $ 0.72 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 132.9 | $ 70 | $ 263.5 | $ 144.3 |
Foreign currency translation: | ||||
Foreign currency translation adjustment | 15.2 | 3.9 | 4.3 | (179.1) |
Benefit (expense) for income taxes | (0.3) | 1.6 | 0 | 2 |
Foreign currency translation, net | 14.9 | 5.5 | 4.3 | (177.1) |
Hedge instruments: | ||||
Net change on interest rate cap | 0 | 4.5 | 0 | 4.1 |
Net change on interest rate swap | 4.8 | (12.8) | 33.1 | (59.7) |
Benefit (expense) for income taxes | (1.2) | 2.1 | (8.2) | 13.8 |
Hedge instruments, net | 3.6 | (6.2) | 24.9 | (41.8) |
Available-for-sale securities: | ||||
Net unrealized gain | 0.1 | 0 | 0.1 | 0 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Available-for-sale securities, net | 0.1 | 0 | 0.1 | 0 |
Total other comprehensive income (loss), net of tax | 18.6 | (0.7) | 29.3 | (218.9) |
Comprehensive income | 151.5 | 69.3 | 292.8 | (74.6) |
Less: comprehensive income attributable to noncontrolling interests | (5.4) | (1.4) | (7.1) | (3.8) |
Comprehensive income (loss) attributable to TransUnion | $ 146.1 | $ 67.9 | $ 285.7 | $ (78.4) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 263.5 | $ 144.3 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 192.7 | 181.2 |
Net loss on investments in affiliated companies | 0.6 | 0.5 |
Deferred taxes | 23.8 | (11.2) |
Stock-based compensation | 34.6 | 21.5 |
Provision for losses on trade accounts receivable | 0.6 | 10.3 |
Other | 3.1 | 7.5 |
Changes in assets and liabilities: | ||
Trade accounts receivable | (58.3) | (12.5) |
Other current and long-term assets | (33.8) | (7.5) |
Trade accounts payable | 12.8 | 28.8 |
Other current and long-term liabilities | (59.1) | 16.5 |
Cash provided by operating activities | 380.5 | 379.4 |
Cash flows from investing activities: | ||
Capital expenditures | (97.1) | (87.6) |
Proceeds from sale/maturities of other investments | 4.1 | 24.7 |
Purchases of other investments | (21.1) | (50.7) |
Investments in nonconsolidated affiliates and purchases of convertible notes | (31.4) | (5.2) |
Other | (0.6) | 2.3 |
Cash used in investing activities | (146.1) | (116.5) |
Cash flows from financing activities: | ||
Repayments of debt | (113.3) | (31.2) |
Proceeds from issuance of common stock and exercise of stock options | 11.1 | 12.9 |
Dividends to shareholders | (33.3) | (29) |
Employee taxes paid on restricted stock units recorded as treasury stock | (34) | (33.1) |
Payment of contingent consideration | (32.4) | (6.4) |
Distributions to noncontrolling interests | (0.6) | 0 |
Cash used in financing activities | (202.5) | (86.8) |
Effect of exchange rate changes on cash and cash equivalents | 1.3 | (18) |
Net change in cash and cash equivalents | 33.2 | 158.1 |
Cash and cash equivalents, beginning of period | 493 | 274.1 |
Cash and cash equivalents, end of period | $ 526.2 | $ 432.2 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
Balance (in shares) at Dec. 31, 2019 | 188.7 | |||||||
Balance at Dec. 31, 2019 | $ 1.9 | $ 2,022.3 | $ (179.2) | $ 652 | $ (251.6) | $ 94 | $ 2,339.4 | |
Net income | 70.2 | |||||||
Net income | 4.1 | |||||||
Net income | 74.3 | |||||||
Other comprehensive income | (216.6) | (1.7) | (218.3) | |||||
Stock-based compensation | 4.1 | 4.1 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 8.9 | 8.9 | |||||
Exercise of stock options | 0.4 | |||||||
Exercise of stock options | $ 0 | 2.8 | 2.8 | |||||
Vesting of restricted stock units | 0.9 | |||||||
Vesting of restricted stock units | $ 0 | 0 | ||||||
Treasury stock purchased | (0.3) | |||||||
Treasury stock purchased | (32.6) | (32.6) | ||||||
Dividends to shareholders | (14.4) | (14.4) | ||||||
Other | (0.1) | 0.1 | 0 | |||||
Balance (in shares) at Mar. 31, 2020 | 189.8 | |||||||
Balance at Mar. 31, 2020 | $ 1.9 | 2,038.1 | (211.8) | 707.7 | (468.2) | 96.5 | 2,164.2 | |
Balance (in shares) at Dec. 31, 2019 | 188.7 | |||||||
Balance at Dec. 31, 2019 | $ 1.9 | 2,022.3 | (179.2) | 652 | (251.6) | 94 | 2,339.4 | |
Net income | $ 138.7 | |||||||
Net income | 144.3 | |||||||
Other comprehensive income | (218.9) | |||||||
Balance (in shares) at Jun. 30, 2020 | 190.1 | |||||||
Balance at Jun. 30, 2020 | $ 2 | 2,056.4 | (212.2) | 761.7 | (468.6) | 97.3 | 2,236.6 | |
Balance (in shares) at Mar. 31, 2020 | 189.8 | |||||||
Balance at Mar. 31, 2020 | $ 1.9 | 2,038.1 | (211.8) | 707.7 | (468.2) | 96.5 | 2,164.2 | |
Net income | 68.5 | 68.5 | ||||||
Net income | 1.5 | |||||||
Net income | 70 | 70 | ||||||
Other comprehensive income | (0.7) | (0.4) | (0.2) | (0.6) | ||||
Stock-based compensation | 15.9 | 15.9 | ||||||
Exercise of stock options | 0.3 | |||||||
Exercise of stock options | $ 0.1 | 2.5 | 2.6 | |||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.4) | (0.4) | ||||||
Dividends to shareholders | (14.5) | (14.5) | ||||||
Other | (0.1) | (0.5) | (0.6) | |||||
Balance (in shares) at Jun. 30, 2020 | 190.1 | |||||||
Balance at Jun. 30, 2020 | $ 2 | 2,056.4 | (212.2) | 761.7 | (468.6) | 97.3 | 2,236.6 | |
Balance (in shares) at Dec. 31, 2020 | 190.5 | |||||||
Balance at Dec. 31, 2020 | 2,636.1 | $ 2 | 2,088.1 | (215.2) | 937.4 | (272.1) | 95.9 | 2,636.1 |
Net income | 127.9 | |||||||
Net income | 2.7 | |||||||
Net income | 130.6 | |||||||
Other comprehensive income | 11.7 | (1) | 10.7 | |||||
Stock-based compensation | 17 | 17 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 10.7 | 10.7 | |||||
Exercise of stock options | 0.1 | |||||||
Exercise of stock options | $ 0 | 1 | 1 | |||||
Vesting of restricted stock units | 0.9 | |||||||
Vesting of restricted stock units | $ 0 | 0 | ||||||
Treasury stock purchased | (0.3) | |||||||
Treasury stock purchased | (28.5) | (28.5) | ||||||
Dividends to shareholders | (14.5) | (14.5) | ||||||
Balance (in shares) at Mar. 31, 2021 | 191.3 | |||||||
Balance at Mar. 31, 2021 | $ 2 | 2,116.8 | (243.8) | 1,050.8 | (260.3) | 97.6 | 2,763.1 | |
Balance (in shares) at Dec. 31, 2020 | 190.5 | |||||||
Balance at Dec. 31, 2020 | 2,636.1 | $ 2 | 2,088.1 | (215.2) | 937.4 | (272.1) | 95.9 | 2,636.1 |
Net income | 255.6 | |||||||
Net income | 263.5 | |||||||
Other comprehensive income | 29.3 | |||||||
Balance (in shares) at Jun. 30, 2021 | 191.5 | |||||||
Balance at Jun. 30, 2021 | 2,907.6 | $ 2 | 2,133.7 | (249.2) | 1,160.1 | (241.9) | 102.9 | 2,907.6 |
Balance (in shares) at Mar. 31, 2021 | 191.3 | |||||||
Balance at Mar. 31, 2021 | $ 2 | 2,116.8 | (243.8) | 1,050.8 | (260.3) | 97.6 | 2,763.1 | |
Net income | 127.6 | 127.6 | ||||||
Net income | 5.2 | |||||||
Net income | 132.9 | 132.9 | ||||||
Other comprehensive income | 18.6 | 18.5 | 0.1 | 18.6 | ||||
Distributions to noncontrolling interests | (0.6) | (0.6) | ||||||
Stock-based compensation | 15.9 | 15.9 | ||||||
Exercise of stock options | 0.2 | |||||||
Exercise of stock options | $ 0 | 1 | 1 | |||||
Vesting of restricted stock units | 0.1 | |||||||
Vesting of restricted stock units | $ 0 | 0 | ||||||
Treasury stock purchased | (0.1) | |||||||
Treasury stock purchased | (5.4) | (5.4) | ||||||
Dividends to shareholders | (18.4) | (18.4) | ||||||
Other | 0.5 | 0.5 | ||||||
Balance (in shares) at Jun. 30, 2021 | 191.5 | |||||||
Balance at Jun. 30, 2021 | $ 2,907.6 | $ 2 | $ 2,133.7 | $ (249.2) | $ 1,160.1 | $ (241.9) | $ 102.9 | $ 2,907.6 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting and Reporting Policies | Significant Accounting and Reporting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. 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, 2021. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, 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, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 16, 2021. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc. Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts. Impact of COVID-19 On Our Financial Statements Beginning in the middle of March 2020, the economic effect of the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we continue to see improvements in demand for our services to varying degrees in the markets where we operate since the low point in April 2020, including encouraging first and second quarter of 2021 results, given the continuously evolving and unpredictable nature of the pandemic including the rise of variants of the virus, COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future. Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical write-off experience, current conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. Beginning January 1, 2020, we also considered our current expectations of future economic conditions, including the impact of COVID-19, when estimating our allowance for doubtful accounts. As additional information becomes available to us, our future assessment of our allowance for doubtful accounts could materially and adversely impact our consolidated financial statements in future reporting periods. The following is a rollforward of the allowance for doubtful accounts for the periods presented: Six Months Ended June 30, 2021 2020 Beginning Balance $ 26.6 $ 19.0 Provision for losses on trade accounts receivable 0.6 10.3 Write-offs, net of recovered accounts (2.4) (3.4) Ending balance $ 24.8 $ 26.0 Recently Adopted Accounting Pronouncements On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance did not have a material impact on our consolidated financial statements. On January 16, 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance had no impact our consolidated financial statements as we had not such transactions at the time of adoption. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of June 30, 2021: (in millions) Total Level 1 Level 2 Level 3 Assets Available-for-sale debt securities (Note 3) $ 3.2 $ — $ 3.2 $ — Interest rate swaps (Notes 4 and 8) 0.1 — 0.1 — Total $ 3.3 $ — $ 3.3 $ — Liabilities Interest rate swaps (Notes 7 and 8) $ 56.7 $ — $ 56.7 $ — Total $ 56.7 $ — $ 56.7 $ — The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2020: (in millions) Total Level 1 Level 2 Level 3 Assets Available-for-sale debt securities (Note 3) $ 3.2 $ — $ 3.2 $ — Total $ 3.2 $ — $ 3.2 $ — Liabilities Interest rate swaps (Notes 7 and 8) $ 89.7 $ — $ 89.7 $ — Contingent consideration (Note 6 and 7) 41.4 — — 41.4 Total $ 131.1 $ — $ 89.7 $ 41.4 Level 2 instruments consist of foreign exchange-traded corporate bonds and interest rate swaps. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair values are determined using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the swaps. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As discussed in Note 8, “Debt,” there are two tranches of interest rate swaps that we entered into in 2020. As of June 30, 2021, one of those tranches is in an asset position, and the other is in a liability position. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: (in millions) June 30, 2021 December 31, 2020 Prepaid expenses $ 120.6 $ 84.7 Marketable securities (Note 2) 3.2 3.2 Contract assets (Note 10) 1.6 1.8 Other 89.6 69.8 Total other current assets $ 215.0 $ 159.5 Other includes other investments in non-negotiable certificates of deposit that are recorded at their carrying value which approximates fair value. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: (in millions) June 30, 2021 December 31, 2020 Investments in affiliated companies (Note 5) $ 168.3 $ 138.8 Right-of-use lease assets 61.6 65.6 Interest rate swaps (Notes 2 and 8) 0.1 — Other 36.2 31.7 Total other assets $ 266.2 $ 236.1 |
Investments in Affiliated Compa
Investments in Affiliated Companies | 6 Months Ended |
Jun. 30, 2021 | |
Investments in Affiliated Companies [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | 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 our businesses. 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 account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our “Cost Method Investments”, at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense. Investments in affiliated companies consisted of the following: (in millions) June 30, 2021 December 31, 2020 Equity Method investments $ 44.0 $ 46.1 Cost Method investments 124.3 92.7 Total investments in affiliated companies (Note 4) $ 168.3 $ 138.8 These balances are included in other assets in the consolidated balance sheets. The increase in Cost Method investments is due primarily to investments we made during 2021 recorded in our Consumer Interactive and U.S. Markets segments. Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Six Months Ended (in millions) 2021 2020 2021 2020 Earnings from equity method investments (Note 13) $ 2.7 $ 2.1 $ 5.7 $ 4.6 Dividends received from equity method investments $ 7.4 $ 5.7 $ 8.0 $ 6.4 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: (in millions) June 30, 2021 December 31, 2020 Accrued payroll and employee benefits $ 130.2 $ 149.3 Deferred revenue (Note 10) 83.6 85.5 Accrued legal and regulatory (Note 14) 46.7 76.0 Operating lease liabilities 15.3 17.9 Contingent consideration (Note 2) — 37.8 Other 44.5 49.3 Total other current liabilities $ 320.3 $ 415.8 The decrease in accrued payroll was due primarily to the payment of accrued bonuses during the first quarter of 2021 that were earned in 2020. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure | Other Liabilities Other liabilities consisted of the following: (in millions) June 30, 2021 December 31, 2020 Interest rate swaps (Notes 2 and 8) $ 56.7 $ 89.7 Operating lease liabilities 54.7 54.0 Unrecognized tax benefits, net of indirect tax effects (Note 12) 35.5 34.4 Deferred revenue (Note 10) 2.0 3.0 Other 32.9 34.4 Total other liabilities $ 181.8 $ 215.5 The decrease in the interest rate swaps liability was due primarily to changes in the forward LIBOR curve during the period. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Debt Debt outstanding consisted of the following: (in millions) June 30, 2021 December 31, 2020 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.85% at June 30, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.5 million and $8.4 million, respectively, at June 30, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020 $ 2,239.1 $ 2,335.6 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable marg in (1.35% at June 30, 2021 , and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.3 million and $1.4 million, respectively, at June 30, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020 1,103.2 1,117.0 Senior Secured Revolving Credit Facility — — Other notes payable — 1.4 Finance leases 0.2 0.2 Total debt 3,342.5 3,454.2 Less short-term debt and current portion of long-term debt (69.3) (55.5) Total long-term debt $ 3,273.2 $ 3,398.7 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 B-5, Senior Secured Term Loan A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility. For the six months ended June 30, 2021, we prepaid $85.0 million of our Senior Secured Term Loans, funded from our cash on hand. As a result of this prepayment, we expensed $0.5 million of our unamortized original issue discount and deferred financing fees to other income and expense in the consolidated statement of income. As of June 30, 2021, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available. TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the greater of $1,000.0 million and 100% of Consolidated EBITDA for the four quarters preceding such request date, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, 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 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $75 million or 7.5% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of June 30, 2021, we were in compliance with all debt covenants. Interest Rate Hedging On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,130.0 million that amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,110.0 million that amortizes each quarter after it commences. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. On December 17, 2018, we entered into interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,400.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022. On December 18, 2015, we entered into interest rate cap agreements with various counter parties that effectively capped our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt at 0.75% beginning June 30, 2016. These cap agreements expired on June 30, 2020, and were previously designated as cash flow hedges. The change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged debt affects earnings. The net change in the fair value of the swaps resulted in an unrealized gain of $4.8 million ($3.6 million, net o f tax) and $33.1 million ($24.9 million, net of tax) for the three and six months ended June 30, 2021, respectively, recorded in other comprehensive income. The net change in the fair value of the swaps resulted in an unrealized loss of $12.8 million ($9.6 million, net of tax) and $59.7 million ($44.9 million, net of tax) for the three and six months ended June 30, 2020, respectively, recorded in other comprehensive income. Interest expense on the swaps in the three and six months ended June 30, 2021 was $10.4 million ($7.8 million, net of tax) and $20.7 million ($15.5 million, net of tax), respectively. Interest expense on the swaps in the three and six months ended June 30, 2020 was expense of $7.9 million ($6.6 million, net of tax) and $11.6 million ($8.8 million, net of tax), respectively. We currently expect to recognize a loss of approximately $40.3 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months. The net change in the fair value of the caps resulted in a recognition into interest expense previously unrealized loss of $4.5 million ($3.4 million, net of tax) and $4.1 million ($3.1 million, net of tax) for the three and six months ended June 30, 2020, recorded in other comprehensive income. 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 six months ended June 30, 2020, was expense of $4.6 million ($3.9 million, net of tax) and $6.7 million ($5.1 million, net of tax), respectively. Fair Value of Debt As of June 30, 2021 and December 31, 2020 the fair value of our variable-rate Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,236.9 million and $2,351.9 million, respectively. As of June 30, 2021 and December 31, 2020, the fair value of our Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees, was approximately $1,104.1 million and $1,112.8 million, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure | Stockholders’ Equity Common Stock Dividends During the second quarter of 2021, we increased our quarterly dividend from $0.075 per share to $0.095 per share. Our board of directors declared a dividend of $0.075 and $0.095 per share on February 24, 2021 and May 11, 2021, respectively, to holders of record on March 11, 2021 and May 26, 2021, respectively. We paid dividends of $14.3 million and $18.2 million on March 26, 2021 and June 10, 2021, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board. Treasury Stock On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million. We have no obligation to repurchase additional shares. Any determination to repurchase a dditional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes. During the first quarter of 2021 and 2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. During the first quarter of 2021 and 2020, the employees used 0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 0.6 million of the shares and gave TransUnion the remaining 0.3 million shares that we have recorded as treasury stock. During the first quarter of 2021 and 2020, we remitted cash equivalent $27.7 million and $32.1 million, respectively, of the vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised throughout the year, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies. Preferred Stock |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue [Abstract] | |
Revenue | Revenue All of our revenue is derived from contracts with customers and is reported as revenue in the consolidated statements of income generally as, or at the point in time, the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations: those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services. Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled , which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and adjust any estimates as facts and circumstances evolve. Certain of our Performance Obligations are related to contingent fee based contracts that require us to provide services before we have an enforceable right to payment. For these performance obligations, we recognize revenue at the point in time the contingency is met and we have an enforceable contract and right to payment. For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less. Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery, once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time, based on an estimate of progress towards completion of that obligation. These contracts are not material. In certain circumstances we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts. Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations . Our revenue does not include taxes collected from our customers. Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of June 30, 2021. As our other contracts with customers generally have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31, 2020, current deferred revenue balance as revenue during 2021. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years. For additional disclosures about the disaggregation of our revenue see Note 13, “Reportable Segments.” |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and June 30, 2020, there were 0.1 million and 1.3 million contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, respectively, because the contingencies had not been met. Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Six Months Ended June 30, (in millions, except per share data) 2021 2020 2021 2020 Net income $ 132.9 $ 70.0 $ 263.5 $ 144.3 Less: net (income) loss attributable to the noncontrolling interests (5.2) (1.5) (8.0) (5.6) Net income (loss) attributable to TransUnion $ 127.6 $ 68.5 $ 255.6 $ 138.7 Weighted-average shares outstanding: Basic 191.4 189.9 191.2 189.6 Dilutive impact of stock based awards 1.4 2.1 1.6 2.5 Diluted 192.8 192.0 192.8 192.0 Earnings Per Share: Basic $ 0.67 $ 0.36 $ 1.34 $ 0.73 Diluted $ 0.66 $ 0.36 $ 1.33 $ 0.72 Anti-dilutive weighted stock-based awards outstanding 0.1 0.3 0.1 0.3 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes For the three mo nths ended June 30, 2021, we reported an effective tax rate of 32.0%, which was higher than the 21.0% U.S. federal statutory rate due primarily to recording tax expense of $20.3 million related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter of 2021, partially offset by $5.5 million of discrete tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2019 tax year and $2.1 million of excess tax benefits on stock-based compensation. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available. For the six months ended June 30, 2021, we reported an effective tax rate of 25.5%, which was higher than the 21.0% U.S. federal statutory rate due primarily to recording tax expense of $20.3 million related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter 2021, partially offset by $11.2 million of discrete tax benefit related to electing the GILTI high-tax exclusion retroactively for the 2018 and 2019 tax years and $7.9 million of excess tax benefits on stock-based compensation. For the three months ended June 30, 2020, we reported an effective tax rate of 24.7%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences and accrued withholding taxes on unrepatriated foreign earnings, partially offset by $4.7 million of excess tax benefits on stock-based compensation. For the six months ended June 30, 2020, we reported an effective tax rate of 23.9%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences, accrued withholding taxes on unrepatriated foreign earnings and changes in valuation allowances for foreign tax credits, partially offset by $21.0 million of excess tax benefits on stock-based compensation. The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $39.3 million as of June 30, 2021, and $36.9 million as of December 31, 2020. The amounts that would affect the effective tax rate if recognized are $19.6 million and $18.5 million, respectively. We classify interest and penalties as income tax expense in the consolidated statements of income and their associated liabilities as other liabilities in the consolidated balance sheets. Interest and penalties on unrecognized tax benefits were $5.7 million as of June 30, 2021, $4.8 million as of December 31, 2020. 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 2009 and forward remain open for examination in some foreign jurisdictions, 2015 and forward in some state jurisdictions, and 2012 and forward for U.S. federal income tax purposes. |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Reportable Segments We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. We define Adjusted EBITDA as net income (loss) attributable to each segment plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income). The segment financial information below aligns with how we report information to our CODM to assess operating performance and how we manage the business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note 10, “Revenue.” The following is a more detailed description of our reportable segments and the Corporate unit, which provides support services to each segment: U.S. Markets The U.S. Markets segment provides consumer reports, actionable insights and analytics such as credit and other scores, and solutions capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ 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 methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals: • Financial Services: The Financial Services vertical consists of our consumer lending, mortgage, auto, and cards and payments lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions. • Emerging Verticals: Emerging Verticals include Healthcare, Insurance, Tenant and Employment, Services and Collections, Public Sector, Media, Diversified Markets and other verticals. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions, and customer retention solutions. International The International segment provides services similar to our U.S. Markets 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 solutions 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 and take precautions against identity theft. We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific. Consumer Interactive The Consumer Interactive segment provides 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 for consumers. The segment also provides solutions that help businesses respond to data breach events. 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 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 and disaggregated revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Gross Revenue: U.S. Markets: Financial Services $ 270.7 $ 222.2 $ 533.7 $ 452.6 Emerging Verticals 214.1 183.2 419.1 374.7 Total U.S. Markets $ 484.7 $ 405.5 $ 952.8 $ 827.3 International: Canada $ 34.0 $ 24.1 $ 64.4 $ 50.6 Latin America 26.0 17.2 50.1 41.5 United Kingdom 53.4 39.2 103.7 88.0 Africa 15.2 9.0 28.9 23.3 India 27.9 17.6 61.9 48.4 Asia Pacific 16.0 12.5 29.7 25.6 Total International $ 172.5 $ 119.7 $ 338.7 $ 277.4 Total Consumer Interactive $ 136.6 $ 128.4 $ 266.9 $ 255.1 Total revenue, gross $ 793.8 $ 653.5 $ 1,558.5 $ 1,359.9 Intersegment revenue eliminations: U.S. Markets $ (17.6) $ (17.4) $ (35.0) $ (34.5) International (1.5) (1.2) (2.9) (2.5) Consumer Interactive (0.5) (0.4) (1.0) (0.8) Total intersegment eliminations $ (19.6) $ (19.1) $ (39.0) $ (37.8) Total revenue as reported $ 774.2 $ 634.4 $ 1,519.5 $ 1,322.0 As a result of displaying amounts in millions, rounding differences may exist in the tables above and below. A reconciliation of Segment Adjusted EBITDA to income before taxes for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 U.S. Markets Adjusted EBITDA $ 209.4 $ 171.2 $ 408.3 $ 342.7 International Adjusted EBITDA 72.2 37.5 143.6 97.7 Consumer Interactive Adjusted EBITDA 64.8 61.7 123.3 119.1 Total 346.4 270.4 675.2 559.5 Adjustments to reconcile to income before income taxes: Corporate expenses (1) $ (27.9) $ (27.7) $ (56.2) $ (53.5) Net interest expense (24.7) (32.3) (49.8) (68.1) Depreciation and amortization (98.4) (90.8) (192.7) (181.2) Stock-based compensation (2) (18.1) (19.4) (34.4) (21.7) Mergers and acquisitions, divestitures and business optimization (3) (11.3) (7.1) (13.1) (11.5) Accelerated technology investment (4) (9.8) (3.3) (17.1) (5.8) Net other (5) 33.9 1.8 33.8 (33.8) Net loss (income) attributable to non-controlling interests 5.2 1.5 8.0 5.6 Total adjustments (151.1) (177.4) (321.7) (369.9) Income before income taxes $ 195.4 $ 93.0 $ 353.5 $ 189.6 As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below. (1) Certain costs 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. (2) Consisted of stock-based compensation and cash-settled stock-based compensation. (3) For the three months ended June 30, 2021, consisted of the following adjustments: $(6.7) million of adjustments to contingent consideration expense from previous acquisitions; $(3.5) million of acquisition expenses; and a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity. For the six months ended June 30, 2021, consisted of the following adjustments: $(7.9) million of adjustments to contingent consideration expense from previous acquisitions; $(4.6) million of acquisition expenses; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and a $0.5 million gain on the sale of a cost method investment. For the three months ended June 30, 2020, consisted of the following adjustments: a $(4.8) million loss on the impairment of a Cost Method investment; $(3.6) million of Callcredit integration costs; $(1.2) million of acquisition expenses; and a $2.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer. For the six months ended June 30, 2020, consisted of the following adjustments: $(7.5) million of Callcredit integration costs; a $(4.8) million loss on the impairment of a Cost Method investment; $(3.3) million of acquisition expenses; $(0.3) million of adjustments to contingent consideration expense from previous acquisitions; a $2.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $1.8 million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $0.1 million reimbursement for transition services provided to the buyers of certain of our discontinued operations. (4) Represents expenses associated with our accelerated technology investment to migrate to the cloud. (5) For the three months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expenses; and $(1.9) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expense; and $(2.0) million of net other consisting of net losses from currency remeasurement of our foreign operations and other. For the three months ended June 30, 2020, consisted of the following adjustments: $1.8 million of net other consisting of net gains from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2020, consisted of the following adjustments: $(30.5) million for certain legal expenses; and $(3.3) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees, and other. Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 U.S. Markets $ 0.7 $ 0.6 $ 1.3 $ 1.3 International 2.0 1.4 4.4 3.3 Total $ 2.7 $ 2.1 $ 5.7 $ 4.6 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Contingencies [Abstract] | |
Contingencies Disclosure | Contingencies Legal and Regulatory Matters We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance. In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities. In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters described below, we are not able to reasonably estimate our exposure because damages have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which losses are considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters. To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims (threatened or pending) against us in the course of litigation and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that has been asserted against us in the course of pending litigation that would not have some level of coverage by insurance after the relevant deductible, if any, is met. As of June 30, 2021 and December 31, 2020, we have accrued liabilities of $46.7 million and $76.0 million, respectively, for anticipated claims. These amounts are included in other accrued liabilities in the consolidated balance sheets. Litigation expense is included in selling, general and administrative expenses in the consolidated statements of income. Legal fees incurred in connection with ongoing litigation and enforcement matters are considered period costs and are expensed as incurred. The following discussion describes material developments in previously disclosed material legal and regulatory matters that occurred in the six months ended June 30, 2021. Refer to Part II, Item 8, Footnote 20, “Contingencies” of our Annual Report on Form 10-K for the year ended December 31, 2020, for a full description of our material pending legal and regulatory matters at that time. Ramirez v. Trans Union LLC As a result of a decision by the United States Third Circuit Court of Appeals ( Cortez v. Trans Union LLC ) in 2010, we modified one of our add-on services we offer to our business customers that was designed to alert our customer that the consumer, who was seeking to establish a business relationship with the customer, may potentially be on the Office of Foreign Assets Control, Specifically Designated National and Blocked Persons alert list (the “OFAC Alert”). In Ramirez v. Trans Union LLC (“Ramirez” or the “Ramirez Litigation”) filed in 2012, the plaintiff alleged that the OFAC Alert service did not comply with the Cortez ruling and that we willfully violated the Fair Credit Reporting Act (“FCRA”) by continuing to offer the OFAC Alert service. The plaintiff also alleged that there are one or more classes of individuals who should be entitled to statutory damages based on the allegedly willful violations. In July 2014, the trial Court in Ramirez certified a class of 8,185 individuals solely for purposes of statutory damages if TransUnion was ultimately found to have willfully violated the FCRA. On June 21, 2017, the jury in Ramirez returned a verdict in favor of a class of 8,185 individuals and awarded punitive and statutory damages totaling approximately $60 million. In November 2017, the trial court denied our post-trial motions for judgment as a matter of law, a new trial and a reduction on the jury verdict. We appealed the Ramirez ruling to the United States Court of Appeals for the Ninth Circuit and on February 27, 2020, the Ninth Circuit affirmed in part and reversed and vacated in part the trial court’s judgment, holding that the punitive damages award was excessive in violation of constitutional due process. On April 8, 2020, the Ninth Circuit denied our petition for rehear in g en banc, and on September 2, 2020, we filed a Petition for Certiorari with the United States Supreme Court. On December 16, 2020, the United States Supreme Court granted the Petition for Certiorari with respect to whether Article III of the United States Constitution or Rule 23 of the Federal Rules of Civil Procedure permit a damages class action where the vast majority of the class suffered no actual injury, let alone an injury anything like what the class representative suffered. On June 25, 2021, the United States Supreme Court’s decision reversed the Ninth Circuit opinion, and remanded the matter back to the lower courts for further proceedings consistent with its opinion. The United States Supreme Court’s opinion held that only plaintiffs who have suffered a concrete harm by a defendant’s statutory violation have Article III standing to seek damages against defendants in Federal court. Based on the ruling, only approximately 23% of the class was determined to have suffered concrete harm. Accordingly, as of June 30, 2021, we revised the amount of the probable loss that we previously estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, with a $32.4 million net reduction recorded in selling, general and administrative expense. We also recorded a related income tax expense of $8.1 million in our provision for income taxes. CFPB Matter In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the Consumer Financial Protection Bureau (“CFPB”), informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleges that we failed to comply with and timely implement a Consent Order issued by the CFPB in January 2017, and further alleges additional violations related to Consumer Interactive’s marketing practices. We continue to believe that our marketing practices are lawful and appropriate. Should the CFPB commence an action against us, it may seek restitution, civil monetary penalties, injunctive relief or other corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, nor are we able to predic t the likely outcome of this matter. As of June 30, 2021, the amount of the probable loss is not reasonably estimable. |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. 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, 2021. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, 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, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 16, 2021. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Use of Estimates, Policy | Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts. |
COVID-19 Accounting Policy | Impact of COVID-19 On Our Financial StatementsBeginning in the middle of March 2020, the economic effect of the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we continue to see improvements in demand for our services to varying degrees in the markets where we operate since the low point in April 2020, including encouraging first and second quarter of 2021 results, given the continuously evolving and unpredictable nature of the pandemic including the rise of variants of the virus, COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future. |
Accounts Receivable | Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical write-off experience, current conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. Beginning January 1, 2020, we also considered our current expectations of future economic conditions, including the impact of COVID-19, when estimating our allowance for doubtful accounts. As additional information becomes available to us, our future assessment of our allowance for doubtful accounts could materially and adversely impact our consolidated financial statements in future reporting periods. The following is a rollforward of the allowance for doubtful accounts for the periods presented: Six Months Ended June 30, 2021 2020 Beginning Balance $ 26.6 $ 19.0 Provision for losses on trade accounts receivable 0.6 10.3 Write-offs, net of recovered accounts (2.4) (3.4) Ending balance $ 24.8 $ 26.0 |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance did not have a material impact on our consolidated financial statements. On January 16, 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance had no impact our consolidated financial statements as we had not such transactions at the time of adoption. |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies Allowance for Doubtful Accounts (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Allowance for Doubtful Accounts [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following is a rollforward of the allowance for doubtful accounts for the periods presented: Six Months Ended June 30, 2021 2020 Beginning Balance $ 26.6 $ 19.0 Provision for losses on trade accounts receivable 0.6 10.3 Write-offs, net of recovered accounts (2.4) (3.4) Ending balance $ 24.8 $ 26.0 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 June 30, 2021: (in millions) Total Level 1 Level 2 Level 3 Assets Available-for-sale debt securities (Note 3) $ 3.2 $ — $ 3.2 $ — Interest rate swaps (Notes 4 and 8) 0.1 — 0.1 — Total $ 3.3 $ — $ 3.3 $ — Liabilities Interest rate swaps (Notes 7 and 8) $ 56.7 $ — $ 56.7 $ — Total $ 56.7 $ — $ 56.7 $ — | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2020: (in millions) Total Level 1 Level 2 Level 3 Assets Available-for-sale debt securities (Note 3) $ 3.2 $ — $ 3.2 $ — Total $ 3.2 $ — $ 3.2 $ — Liabilities Interest rate swaps (Notes 7 and 8) $ 89.7 $ — $ 89.7 $ — Contingent consideration (Note 6 and 7) 41.4 — — 41.4 Total $ 131.1 $ — $ 89.7 $ 41.4 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: (in millions) June 30, 2021 December 31, 2020 Prepaid expenses $ 120.6 $ 84.7 Marketable securities (Note 2) 3.2 3.2 Contract assets (Note 10) 1.6 1.8 Other 89.6 69.8 Total other current assets $ 215.0 $ 159.5 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: (in millions) June 30, 2021 December 31, 2020 Investments in affiliated companies (Note 5) $ 168.3 $ 138.8 Right-of-use lease assets 61.6 65.6 Interest rate swaps (Notes 2 and 8) 0.1 — Other 36.2 31.7 Total other assets $ 266.2 $ 236.1 |
Investments in Affiliated Com_2
Investments in Affiliated Companies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments in Affiliated Companies [Abstract] | |
Investments in and Advances to Affiliates | Investments in affiliated companies consisted of the following: (in millions) June 30, 2021 December 31, 2020 Equity Method investments $ 44.0 $ 46.1 Cost Method investments 124.3 92.7 Total investments in affiliated companies (Note 4) $ 168.3 $ 138.8 |
Schedule Of Equity Investments Income Statement Information | Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Six Months Ended (in millions) 2021 2020 2021 2020 Earnings from equity method investments (Note 13) $ 2.7 $ 2.1 $ 5.7 $ 4.6 Dividends received from equity method investments $ 7.4 $ 5.7 $ 8.0 $ 6.4 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in millions) June 30, 2021 December 31, 2020 Accrued payroll and employee benefits $ 130.2 $ 149.3 Deferred revenue (Note 10) 83.6 85.5 Accrued legal and regulatory (Note 14) 46.7 76.0 Operating lease liabilities 15.3 17.9 Contingent consideration (Note 2) — 37.8 Other 44.5 49.3 Total other current liabilities $ 320.3 $ 415.8 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other liabilities consisted of the following: (in millions) June 30, 2021 December 31, 2020 Interest rate swaps (Notes 2 and 8) $ 56.7 $ 89.7 Operating lease liabilities 54.7 54.0 Unrecognized tax benefits, net of indirect tax effects (Note 12) 35.5 34.4 Deferred revenue (Note 10) 2.0 3.0 Other 32.9 34.4 Total other liabilities $ 181.8 $ 215.5 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: (in millions) June 30, 2021 December 31, 2020 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.85% at June 30, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.5 million and $8.4 million, respectively, at June 30, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020 $ 2,239.1 $ 2,335.6 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable marg in (1.35% at June 30, 2021 , and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.3 million and $1.4 million, respectively, at June 30, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020 1,103.2 1,117.0 Senior Secured Revolving Credit Facility — — Other notes payable — 1.4 Finance leases 0.2 0.2 Total debt 3,342.5 3,454.2 Less short-term debt and current portion of long-term debt (69.3) (55.5) Total long-term debt $ 3,273.2 $ 3,398.7 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 Six Months Ended June 30, (in millions, except per share data) 2021 2020 2021 2020 Net income $ 132.9 $ 70.0 $ 263.5 $ 144.3 Less: net (income) loss attributable to the noncontrolling interests (5.2) (1.5) (8.0) (5.6) Net income (loss) attributable to TransUnion $ 127.6 $ 68.5 $ 255.6 $ 138.7 Weighted-average shares outstanding: Basic 191.4 189.9 191.2 189.6 Dilutive impact of stock based awards 1.4 2.1 1.6 2.5 Diluted 192.8 192.0 192.8 192.0 Earnings Per Share: Basic $ 0.67 $ 0.36 $ 1.34 $ 0.73 Diluted $ 0.66 $ 0.36 $ 1.33 $ 0.72 Anti-dilutive weighted stock-based awards outstanding 0.1 0.3 0.1 0.3 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Selected Segment Financial Information and Disaggregated Revenue | Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Gross Revenue: U.S. Markets: Financial Services $ 270.7 $ 222.2 $ 533.7 $ 452.6 Emerging Verticals 214.1 183.2 419.1 374.7 Total U.S. Markets $ 484.7 $ 405.5 $ 952.8 $ 827.3 International: Canada $ 34.0 $ 24.1 $ 64.4 $ 50.6 Latin America 26.0 17.2 50.1 41.5 United Kingdom 53.4 39.2 103.7 88.0 Africa 15.2 9.0 28.9 23.3 India 27.9 17.6 61.9 48.4 Asia Pacific 16.0 12.5 29.7 25.6 Total International $ 172.5 $ 119.7 $ 338.7 $ 277.4 Total Consumer Interactive $ 136.6 $ 128.4 $ 266.9 $ 255.1 Total revenue, gross $ 793.8 $ 653.5 $ 1,558.5 $ 1,359.9 Intersegment revenue eliminations: U.S. Markets $ (17.6) $ (17.4) $ (35.0) $ (34.5) International (1.5) (1.2) (2.9) (2.5) Consumer Interactive (0.5) (0.4) (1.0) (0.8) Total intersegment eliminations $ (19.6) $ (19.1) $ (39.0) $ (37.8) Total revenue as reported $ 774.2 $ 634.4 $ 1,519.5 $ 1,322.0 As a result of displaying amounts in millions, rounding differences may exist in the tables above and below. |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | A reconciliation of Segment Adjusted EBITDA to income before taxes for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 U.S. Markets Adjusted EBITDA $ 209.4 $ 171.2 $ 408.3 $ 342.7 International Adjusted EBITDA 72.2 37.5 143.6 97.7 Consumer Interactive Adjusted EBITDA 64.8 61.7 123.3 119.1 Total 346.4 270.4 675.2 559.5 Adjustments to reconcile to income before income taxes: Corporate expenses (1) $ (27.9) $ (27.7) $ (56.2) $ (53.5) Net interest expense (24.7) (32.3) (49.8) (68.1) Depreciation and amortization (98.4) (90.8) (192.7) (181.2) Stock-based compensation (2) (18.1) (19.4) (34.4) (21.7) Mergers and acquisitions, divestitures and business optimization (3) (11.3) (7.1) (13.1) (11.5) Accelerated technology investment (4) (9.8) (3.3) (17.1) (5.8) Net other (5) 33.9 1.8 33.8 (33.8) Net loss (income) attributable to non-controlling interests 5.2 1.5 8.0 5.6 Total adjustments (151.1) (177.4) (321.7) (369.9) Income before income taxes $ 195.4 $ 93.0 $ 353.5 $ 189.6 As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below. (1) Certain costs 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. (2) Consisted of stock-based compensation and cash-settled stock-based compensation. (3) For the three months ended June 30, 2021, consisted of the following adjustments: $(6.7) million of adjustments to contingent consideration expense from previous acquisitions; $(3.5) million of acquisition expenses; and a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity. For the six months ended June 30, 2021, consisted of the following adjustments: $(7.9) million of adjustments to contingent consideration expense from previous acquisitions; $(4.6) million of acquisition expenses; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and a $0.5 million gain on the sale of a cost method investment. For the three months ended June 30, 2020, consisted of the following adjustments: a $(4.8) million loss on the impairment of a Cost Method investment; $(3.6) million of Callcredit integration costs; $(1.2) million of acquisition expenses; and a $2.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer. For the six months ended June 30, 2020, consisted of the following adjustments: $(7.5) million of Callcredit integration costs; a $(4.8) million loss on the impairment of a Cost Method investment; $(3.3) million of acquisition expenses; $(0.3) million of adjustments to contingent consideration expense from previous acquisitions; a $2.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $1.8 million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $0.1 million reimbursement for transition services provided to the buyers of certain of our discontinued operations. (4) Represents expenses associated with our accelerated technology investment to migrate to the cloud. (5) For the three months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expenses; and $(1.9) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expense; and $(2.0) million of net other consisting of net losses from currency remeasurement of our foreign operations and other. For the three months ended June 30, 2020, consisted of the following adjustments: $1.8 million of net other consisting of net gains from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2020, consisted of the following adjustments: $(30.5) million for certain legal expenses; and $(3.3) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees, and other. |
Earning from Equity Method Investments Included in Other Income and Expense, Net | Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 U.S. Markets $ 0.7 $ 0.6 $ 1.3 $ 1.3 International 2.0 1.4 4.4 3.3 Total $ 2.7 $ 2.1 $ 5.7 $ 4.6 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Doubtful Accounts [Abstract] | ||||
Accounts Receivable, Allowance for Credit Loss | $ 24.8 | $ 26 | $ 26.6 | $ 19 |
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 0.6 | 10.3 | ||
Accounts Receivable, Allowance for Credit Loss, Writeoff | $ (2.4) | $ (3.4) |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Assets | ||
Interest rate swaps (Notes 4 and 8) | $ 0.1 | $ 0 |
Liabilities | ||
Interest rate swaps (Notes 7 and 8) | 56.7 | 89.7 |
Investments, Fair Value Disclosure [Abstract] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 41.2 | |
Level 2 | Minimum | ||
Investments, Fair Value Disclosure [Abstract] | ||
Debt Securities, Available-for-sale, Maturity Date | Jan. 1, 2027 | |
Level 2 | Maximum | ||
Investments, Fair Value Disclosure [Abstract] | ||
Debt Securities, Available-for-sale, Maturity Date | Dec. 31, 2033 | |
Fair Value, Recurring | ||
Assets | ||
Available-for-sale debt securities (Note 3) | $ 3.2 | 3.2 |
Interest rate swaps (Notes 4 and 8) | 0.1 | |
Total | 3.3 | 3.2 |
Liabilities | ||
Interest rate swaps (Notes 7 and 8) | 56.7 | 89.7 |
Contingent consideration (Note 6 and 7) | 41.4 | |
Total | 56.7 | 131.1 |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Available-for-sale debt securities (Note 3) | 0 | 0 |
Interest rate swaps (Notes 4 and 8) | 0 | |
Total | 0 | 0 |
Liabilities | ||
Interest rate swaps (Notes 7 and 8) | 0 | 0 |
Contingent consideration (Note 6 and 7) | 0 | |
Total | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Available-for-sale debt securities (Note 3) | 3.2 | 3.2 |
Interest rate swaps (Notes 4 and 8) | 0.1 | |
Total | 3.3 | 3.2 |
Liabilities | ||
Interest rate swaps (Notes 7 and 8) | 56.7 | 89.7 |
Contingent consideration (Note 6 and 7) | 0 | |
Total | 56.7 | 89.7 |
Fair Value, Recurring | Level 3 | ||
Assets | ||
Available-for-sale debt securities (Note 3) | 0 | 0 |
Interest rate swaps (Notes 4 and 8) | 0 | |
Total | 0 | 0 |
Liabilities | ||
Interest rate swaps (Notes 7 and 8) | 0 | 0 |
Contingent consideration (Note 6 and 7) | 41.4 | |
Total | $ 0 | $ 41.4 |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 120.6 | $ 84.7 |
Marketable securities (Note 2) | 3.2 | 3.2 |
Contract assets (Note 10) | 1.6 | 1.8 |
Other | 89.6 | 69.8 |
Total other current assets | $ 215 | $ 159.5 |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other assets | ||
Investments in affiliated companies (Note 5) | $ 168.3 | $ 138.8 |
Right-of-use lease assets | 61.6 | 65.6 |
Interest rate swaps (Notes 4 and 8) | 0.1 | 0 |
Other | 36.2 | 31.7 |
Total other assets | $ 266.2 | $ 236.1 |
Investments in Affiliated Com_3
Investments in Affiliated Companies (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Equity Method investments | $ 44 | $ 46.1 |
Cost Method investments | 124.3 | 92.7 |
Total investments in affiliated companies (Note 4) | $ 168.3 | $ 138.8 |
Earnings and Dividends from Inv
Earnings and Dividends from Investment (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Earnings from equity method investments | $ 2.7 | $ 2.1 | $ 5.7 | $ 4.6 |
Dividends received from equity method investments | $ 7.4 | $ 5.7 | $ 8 | $ 6.4 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll and employee benefits | $ 130.2 | $ 149.3 |
Deferred revenue (Note 10) | 83.6 | 85.5 |
Accrued legal and regulatory (Note 14) | 46.7 | 76 |
Operating lease liabilities | 15.3 | 17.9 |
Contingent consideration (Note 2) | 0 | 37.8 |
Other | 44.5 | 49.3 |
Total other current liabilities | $ 320.3 | $ 415.8 |
Other Liabilities (Detail)
Other Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Interest rate swaps (Notes 2 and 8) | $ 56.7 | $ 89.7 |
Operating lease liabilities | 54.7 | 54 |
Unrecognized tax benefits, net of indirect tax effects (Note 12) | 35.5 | 34.4 |
Deferred revenue (Note 10) | 2 | 3 |
Other | 32.9 | 34.4 |
Total other liabilities | $ 181.8 | $ 215.5 |
Debt outstanding (Detail)
Debt outstanding (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt outstanding | Debt outstanding consisted of the following: (in millions) June 30, 2021 December 31, 2020 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.85% at June 30, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.5 million and $8.4 million, respectively, at June 30, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020 $ 2,239.1 $ 2,335.6 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable marg in (1.35% at June 30, 2021 , and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.3 million and $1.4 million, respectively, at June 30, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020 1,103.2 1,117.0 Senior Secured Revolving Credit Facility — — Other notes payable — 1.4 Finance leases 0.2 0.2 Total debt 3,342.5 3,454.2 Less short-term debt and current portion of long-term debt (69.3) (55.5) Total long-term debt $ 3,273.2 $ 3,398.7 | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 3,342.5 | $ 3,454.2 |
Less short-term debt and current portion of long-term debt | (69.3) | (55.5) |
Total long-term debt | 3,273.2 | 3,398.7 |
Senior Secured Term Loan B-5 | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 2,239.1 | $ 2,335.6 |
Debt Instrument, Maturity Date | Nov. 15, 2026 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.85% | 1.90% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 3.5 | $ 3.9 |
Debt Issuance Costs, Noncurrent, Net | 8.4 | 9.5 |
Senior Secured Term Loan A-3 | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,103.2 | $ 1,117 |
Debt Instrument, Maturity Date | Dec. 10, 2024 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.35% | 1.40% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 2.3 | $ 2.6 |
Debt Issuance Costs, Noncurrent, Net | 1.4 | 1.6 |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 0 | 0 |
Other notes payable | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 0 | 1.4 |
Finance leases | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 0.2 | $ 0.2 |
Senior Secured Credit Facility
Senior Secured Credit Facility (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2017 | |
Senior Secured Credit Facility | ||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 85 | |||||
Write off of Deferred Debt Issuance Cost | 0.5 | |||||
Debt and Lease Obligation | $ 3,342.5 | 3,342.5 | $ 3,454.2 | |||
Letters of Credit Outstanding, Amount | 0.1 | 0.1 | ||||
Incremental Borrowings, Amount | $ 1,000 | $ 1,000 | ||||
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA | 100.00% | 100.00% | ||||
Incremental Borrowings Criteria, Senior Secured Leverage ratio | 4.25 | 4.25 | ||||
Net Leverage Ratio Requirement | 5.5 | 5.5 | ||||
Covenant Dividend Restriction Amount | $ 75 | $ 75 | ||||
Covenant Dividend Restriction Percentage of Consolidated EBITDA | 7.50% | 7.50% | ||||
Net Leverage Ratio Requirement, Dividends | 4.75 | 4.75 | ||||
Net change on interest rate cap | $ 0 | $ 4.5 | $ 0 | $ 4.1 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 3.6 | (6.2) | 24.9 | (41.8) | ||
2020 2 year Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,130 | $ 1,130 | ||||
2020 2 year Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.52% | 0.52% | ||||
2020 2 year Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.5295% | 0.5295% | ||||
2020 3 year Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,110 | $ 1,110 | ||||
2020 3 year Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.9125% | 0.9125% | ||||
2020 3 year Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.928% | 0.928% | ||||
Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,400 | $ 1,400 | ||||
Net change on interest rate cap | 4.8 | (12.8) | 33.1 | (59.7) | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 3.6 | (9.6) | 24.9 | (44.9) | ||
Interest Expense, Hedge, gross of tax | (10.4) | (7.9) | (20.7) | (11.6) | ||
Interest Expense, Hedge, net of tax | $ (7.8) | (6.6) | (15.5) | (8.8) | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ (40.3) | |||||
Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.702% | 2.702% | ||||
Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.706% | 2.706% | ||||
Interest Rate Cap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Cap Interest Rate | 0.75% | |||||
Interest Expense, Hedge, gross of tax | (4.6) | (6.7) | ||||
Interest Expense, Hedge, net of tax | (3.9) | (5.1) | ||||
Net recognized loss into income on Hedge | (4.5) | (4.1) | ||||
Net recognized loss into income on Hedge, net of tax | (3.4) | (3.1) | ||||
Senior Secured Revolving Credit Facility | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | $ 0 | $ 0 | 0 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 299.9 | $ 299.9 | ||||
Senior Loans | ||||||
Senior Secured Credit Facility | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||
Senior Secured Term Loan B-5 | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 2,239.1 | $ 2,239.1 | 2,335.6 | |||
Debt Instrument, Fair Value Disclosure | 2,236.9 | 2,351.9 | 2,236.9 | 2,351.9 | ||
Senior Secured Term Loan A-3 | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 1,103.2 | 1,103.2 | $ 1,117 | |||
Debt Instrument, Fair Value Disclosure | $ 1,104.1 | $ 1,112.8 | $ 1,104.1 | $ 1,112.8 |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 53 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 07, 2018 | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 13, 2017 | |
Dividends, Common Stock [Abstract] | |||||||||
Dividends Payable, Amount Per Share | $ 0.095 | $ 0.075 | |||||||
Dividends Payable, Date Declared | May 11, 2021 | Feb. 24, 2021 | |||||||
Dividends Payable, Date of Record | May 26, 2021 | Mar. 11, 2021 | |||||||
Dividends Payable, Date to be Paid | Jun. 10, 2021 | Mar. 26, 2021 | |||||||
Stock Repurchase Program, Authorized Amount | $ 300 | ||||||||
Stock Repurchase Program, Period in Force | 3 years | ||||||||
Treasury Stock, Shares, Acquired | 133.5 | ||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 166.5 | $ 166.5 | $ 166.5 | ||||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 27.7 | $ 32.1 | $ 34 | $ 33.1 | |||||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||||||||
Preferred Stock, Shares Authorized | 100 | 100 | 100 | 100 | |||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | |||||
Restricted Stock Units (RSUs) | |||||||||
Dividends, Common Stock [Abstract] | |||||||||
Vesting of restricted stock units | 0.9 | 0.9 | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 0.3 | 0.3 | |||||||
Stock, Shares Issued Net of Shares for Tax Withholdings | 0.6 | 0.6 | |||||||
Dividend Paid | |||||||||
Dividends, Common Stock [Abstract] | |||||||||
Dividends, Common Stock, Cash | $ 18.2 | $ 14.3 |
Revenue (Detail)
Revenue (Detail) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue, Performance Obligation [Abstract] | |
Number of Types of Performance Obligations | 2 |
Stand Ready Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) |
Other Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that do not require us to stand ready (“Other Performance Obligations”) |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Income | ||||
Net income | $ 132.9 | $ 70 | $ 263.5 | $ 144.3 |
Less: net (income) loss attributable to the noncontrolling interests | (5.2) | (1.5) | (8) | (5.6) |
Net income (loss) attributable to TransUnion | $ 127.6 | $ 68.5 | $ 255.6 | $ 138.7 |
Weighted-average shares outstanding: | ||||
Basic | 191.4 | 189.9 | 191.2 | 189.6 |
Dilutive impact of stock based awards | 1.4 | 2.1 | 1.6 | 2.5 |
Diluted | 192.8 | 192 | 192.8 | 192 |
Earnings Per Share: | ||||
Basic | $ 0.67 | $ 0.36 | $ 1.34 | $ 0.73 |
Diluted | $ 0.66 | $ 0.36 | $ 1.33 | $ 0.72 |
Performance Shares Contingency Not Met [Member] | ||||
Earnings Per Share: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.1 | 1.3 | ||
Performance Shares [Member] | ||||
Earnings Per Share: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.1 | 0.3 | 0.1 | 0.3 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | |||||
Effective tax benefit rate | 32.00% | 24.70% | 25.50% | 23.90% | |
Tax Adjustments, Settlements, and Unusual Provisions | $ 62.5 | $ 23 | $ 90 | $ 45.2 | |
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount | $ 2.1 | $ 4.7 | $ 7.9 | $ 21 | |
Unrecognized tax benefits | 39.3 | 39.3 | $ 36.9 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 19.6 | 19.6 | 18.5 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 5.7 | $ 4.8 | |||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | 5.5 | 11.2 | |||
United Kingdom | |||||
Income Tax Examination [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 20.3 | $ 20.3 |
Reportable Segments (Detail)
Reportable Segments (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of Corporate Units | segment | 1 | |||
Revenue | $ (774.2) | $ (634.4) | $ (1,519.5) | $ (1,322) |
EBITDA | ||||
Segments Adjusted EBITDA | 346.4 | 270.4 | 675.2 | 559.5 |
Corporate expense | (27.9) | (27.7) | (56.2) | (53.5) |
Net interest expense | (24.7) | (32.3) | (49.8) | (68.1) |
Depreciation and amortization | (98.4) | (90.8) | (192.7) | (181.2) |
Stock-based compensation | (18.1) | (19.4) | (34.4) | (21.7) |
Mergers and acquisitions, divestitures and business optimization | (11.3) | (7.1) | (13.1) | (11.5) |
Accelerated technology investment | (9.8) | (3.3) | (17.1) | (5.8) |
Net other | 33.9 | 1.8 | 33.8 | 33.8 |
Net loss (income) attributable to non-controlling interests | (5.2) | (1.5) | (8) | (5.6) |
Total adjustments | (151.1) | (177.4) | (321.7) | (369.9) |
Income before income taxes | 195.4 | 93 | 353.5 | 189.6 |
Unrealized Loss on Securities | (4.8) | (4.8) | ||
Net loss on investments in affiliated companies | (0.6) | (0.5) | ||
Reimbursement | 0.1 | |||
Other Nonoperating Expense | (1.9) | (1.8) | (2) | (3.3) |
Gain (Loss) on Investments | 2.5 | 2.5 | ||
Cost-method Investments | ||||
EBITDA | ||||
Gain (Loss) on Investments | 0.5 | |||
Notes Receivable | ||||
EBITDA | ||||
Realized Investment Gains (Losses) | (1.1) | (1.1) | ||
Fraudulent Incident recovery | ||||
EBITDA | ||||
Other Income | 3.4 | 3.4 | ||
Ramirez v. Trans Union LLC | ||||
EBITDA | ||||
Loss Contingency Accrual, Period Increase (Decrease) | 32.4 | 32.4 | (30.5) | |
Acquisition-related Costs | ||||
EBITDA | ||||
Business Combination, Acquisition Related Costs | (3.5) | (1.2) | (4.6) | (3.3) |
Acquisition-related Costs | Callcredit | ||||
EBITDA | ||||
Business Combination, Integration Related Costs | (3.6) | (7.5) | ||
Level 3 | ||||
EBITDA | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | (6.7) | (7.9) | (0.3) | |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (19.6) | (19.1) | (39) | (37.8) |
United Kingdom | ||||
EBITDA | ||||
Net loss on investments in affiliated companies | 1.8 | |||
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (484.7) | (405.5) | (952.8) | (827.3) |
EBITDA | ||||
Segments Adjusted EBITDA | 209.4 | 171.2 | 408.3 | 342.7 |
U.S. Markets | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (17.6) | (17.4) | (35) | (34.5) |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (172.5) | (119.7) | (338.7) | (277.4) |
EBITDA | ||||
Segments Adjusted EBITDA | 72.2 | 37.5 | 143.6 | 97.7 |
International | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1.5) | (1.2) | (2.9) | (2.5) |
International | Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (34) | (24.1) | (64.4) | (50.6) |
International | Latin America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (26) | (17.2) | (50.1) | (41.5) |
International | United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (53.4) | (39.2) | (103.7) | (88) |
International | Africa | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (15.2) | (9) | (28.9) | (23.3) |
International | India | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (27.9) | (17.6) | (61.9) | (48.4) |
International | Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (16) | (12.5) | (29.7) | (25.6) |
Consumer Interactive | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (136.6) | (128.4) | (266.9) | (255.1) |
EBITDA | ||||
Segments Adjusted EBITDA | 64.8 | 61.7 | 123.3 | 119.1 |
Consumer Interactive | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (0.5) | (0.4) | (1) | (0.8) |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (793.8) | (653.5) | (1,558.5) | (1,359.9) |
Financial Services | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (270.7) | (222.2) | (533.7) | (452.6) |
Emerging Verticals | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (214.1) | $ (183.2) | $ (419.1) | $ (374.7) |
Reportable Segments Earnings fr
Reportable Segments Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 2.7 | $ 2.1 | $ 5.7 | $ 4.6 |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | 0.7 | 0.6 | 1.3 | 1.3 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 2 | $ 1.4 | $ 4.4 | $ 3.3 |
Contingencies (Detail)
Contingencies (Detail) $ in Millions | Jun. 21, 2017USD ($)plantiff | Jul. 31, 2014plantiff | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 25, 2021 | Dec. 31, 2020USD ($) |
Contingencies [Abstract] | ||||||||
Loss Contingency Accrual | $ 46.7 | $ 46.7 | $ 76 | |||||
Loss Contingencies [Line Items] | ||||||||
Tax Adjustments, Settlements, and Unusual Provisions | 62.5 | $ 23 | 90 | $ 45.2 | ||||
Ramirez v. Trans Union LLC | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss Contingency, Number of Plaintiffs | plantiff | 8,185 | 8,185 | ||||||
Loss Contingency, Percentage of Plaintiffs | 23.00% | |||||||
Loss Contingency Accrual, Period Increase (Decrease) | 32.4 | $ 32.4 | $ (30.5) | |||||
Tax Adjustments, Settlements, and Unusual Provisions | $ 8.1 | |||||||
Ramirez v. Trans Union LLC | Judicial Ruling | Statutory and Punitive Damages | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss Contingency, Damages Awarded, Value | $ 60 |