Cover Page
Cover Page - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document type | 10-K | ||
Current fiscal year end date | --12-31 | ||
Document Quarterly Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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, par value $0.01 per share | ||
Trading Symbol | TRU | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 15,300 | ||
Entity Common Stock, Shares Outstanding | 192.9 | ||
Documents Incorporated by Reference | Portions of the Proxy Statement of TransUnion for the Annual Meeting of Stockholders to be held May 4, 2023 are incorporated by reference to the extent specified in Part III of this Form 10-K. | ||
Amendment flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document fiscal period focus | FY | ||
Entity central index key | 0001552033 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Chicago, Illinois |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 585.3 | $ 1,842.4 |
Trade accounts receivable, net of allowance of $11.0 and $10.7 | 602.2 | 558 |
Other current assets | 262.7 | 231.6 |
Total current assets | 1,450.2 | 2,632 |
Property, plant and equipment, net of accumulated depreciation and amortization of $711.3 and $625.4 | 218.2 | 247.7 |
Goodwill | 5,551.4 | 5,525.7 |
Other intangibles, net of accumulated amortization of $2,268.6 and $1,908.9 | 3,675.5 | 3,770.6 |
Other assets | 771 | 459 |
Total assets | 11,666.3 | 12,635 |
Current liabilities: | ||
Trade accounts payable | 250.4 | 270.2 |
Short-term debt and current portion of long-term debt | 114.6 | 114.6 |
Other current liabilities | 540.5 | 972.2 |
Total current liabilities | 905.5 | 1,357 |
Long-term debt | 5,555.5 | 6,251.3 |
Deferred Income Tax Liabilities, Net | 762 | 787.6 |
Other liabilities | 173.9 | 232.9 |
Total liabilities | 7,396.9 | 8,628.8 |
Stockholders’ equity: | ||
Common Stock, Value, Issued | 2 | 2 |
Additional paid-in capital | 2,290.3 | 2,188.9 |
Treasury Stock, Value | (284.5) | (252) |
Retained earnings | 2,446.6 | 2,254.6 |
Accumulated other comprehensive loss | (284.5) | (285.4) |
Total TransUnion stockholders’ equity | 4,169.9 | 3,908.1 |
Noncontrolling interests | 99.5 | 98.1 |
Total stockholders’ equity | 4,269.4 | 4,006.2 |
Total liabilities and stockholders’ equity | $ 11,666.3 | $ 12,635 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance | $ 11 | $ 10.7 |
Property, plant and equipment, accumulated depreciation and amortization | 711.3 | 625.4 |
Other intangibles accumulated amortization of | $ 2,268.6 | $ 1,908.9 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 198.7 | 197.4 |
Common stock, shares outstanding | 192.7 | 191.8 |
Treasury stock at cost, shares | 6 | 5.6 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 3,709.9 | $ 2,960.2 | $ 2,530.6 |
Other Cost and Expense, Operating | 1,222.9 | 991.6 | 853.9 |
Operating expenses | |||
Selling, general and administrative | 1,337.4 | 943.9 | 829.7 |
Depreciation and amortization | 519 | 377 | 346.8 |
Total operating expenses | 3,079.3 | 2,312.5 | 2,030.4 |
Operating income | 630.5 | 647.7 | 500.3 |
Non-operating income and (expense) | |||
Interest expense | (230.9) | (112.6) | (126.2) |
Interest income | 4.7 | 3.4 | 5.6 |
Earnings from equity method investments | 13 | 12 | 8.9 |
Other income and (expense), net | (30) | (49.2) | 0.9 |
Total non-operating income and (expense) | (243.3) | (146.3) | (110.8) |
Income from continuing operations before income taxes | 387.2 | 501.4 | 389.5 |
Provision for income taxes | (119.9) | (130.9) | (83.7) |
Income from continuing operations | 267.3 | 370.5 | 305.7 |
Discontinued operations, net of tax | 17.4 | 1,031.7 | 49.8 |
Net income | 284.7 | 1,402.2 | 355.6 |
Less: net income attributable to noncontrolling interests | (15.2) | (15) | (12.4) |
Net income attributable to TransUnion | 269.5 | 1,387.1 | 343.2 |
Less: income from continuing operations attributable to noncontrolling interests | (15.2) | (15) | (12.4) |
Income from continuing operations attributable to TransUnion | $ 252.1 | $ 355.5 | $ 293.4 |
Income (Loss) from Continuing Operations, Per Basic Share | $ 1.31 | $ 1.86 | $ 1.54 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0.09 | 5.39 | 0.26 |
Earnings Per Share, Basic | 1.40 | 7.25 | 1.81 |
Income (Loss) from Continuing Operations, Per Diluted Share | 1.31 | 1.84 | 1.53 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0.09 | 5.35 | 0.26 |
Earnings Per Share, Diluted | $ 1.40 | $ 7.19 | $ 1.79 |
Weighted average shares outstanding | 192.5 | 191.4 | 189.9 |
Weighted average dilutive shares outstanding | 193.1 | 193 | 192.2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Other comprehensive income: | $ 284.7 | $ 1,402.2 | $ 355.6 |
Foreign currency translation: | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | (195.7) | (66.4) | 8.9 |
Benefit (provision) for income taxes | (0.7) | 0.3 | 0.8 |
Foreign currency translation, net | (196.4) | (66.1) | 9.7 |
Hedge instruments: | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | 64.9 | 16.8 | (9.5) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total | 195.2 | 50.5 | (29.9) |
Available-for-sale securities: | |||
Net unrealized gain (loss) | (0.3) | 0 | 0.3 |
Benefit (provision) for income taxes | 0.1 | 0 | (0.1) |
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment, after Tax | (0.2) | 0 | 0.2 |
Total other comprehensive (loss) income, net of tax | (1.4) | (15.6) | (20) |
Comprehensive income | 283.3 | 1,386.6 | 335.6 |
Less: comprehensive income attributable to noncontrolling interests | (12.9) | (12.7) | (12.9) |
Comprehensive income attributable to TransUnion | 270.4 | 1,373.9 | 322.7 |
Interest Rate Cap [Member] | |||
Foreign currency translation: | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 0 | 0 | 4.1 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 0 | 0 | 4.1 |
Interest Rate Swap [Member] | |||
Foreign currency translation: | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 260.1 | 67.3 | (43.5) |
Hedge instruments: | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total | 195.2 | (50.5) | (32.7) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | $ 260.1 | $ 67.3 | $ (43.5) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 284.7 | $ 1,402.2 | $ 355.6 |
Discontinued operations, net of tax | 17.4 | 1,031.7 | 49.8 |
Income from continuing operations | 267.3 | 370.5 | 305.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 519 | 377 | 346.8 |
Loss on repayment of loans | 9.4 | 17.9 | 0.4 |
Deferred taxes | (88.9) | (17.2) | (36.1) |
Stock-based compensation | 82.8 | 69.2 | 44.3 |
Other | 22.6 | (13.1) | 8.1 |
Changes in assets and liabilities: | |||
Trade accounts receivable | (37.5) | (36.2) | (15.6) |
Other current and long-term assets | (17.7) | (20.9) | (3.5) |
Trade accounts payable | (20.7) | 45.7 | 18.1 |
Other current and long-term liabilities | (435.3) | (33.5) | 48.1 |
Cash provided by operating activities of continuing operations | 301 | 759.4 | 716.3 |
Cash (used in) provided by operating activities of discontinued operations | (3.8) | 48.9 | 71.3 |
Cash provided by operating activities | 297.2 | 808.3 | 787.6 |
Cash flows from investing activities: | |||
Capital expenditures | (298.2) | (224.2) | (205.6) |
Proceeds from sale/maturity of other investments | 143.5 | 36.3 | 90.6 |
Purchases of other investments | (146.1) | (66.9) | (73.5) |
Investments in consolidated affiliates, net of cash acquired | (508.1) | (3,596.1) | (57.9) |
Investments in nonconsolidated affiliates and purchase of convertible notes | (16.2) | (75.4) | (8.6) |
Proceeds from disposal of discontinued operations | 103.6 | 1,706.8 | 1.6 |
Other | 2.7 | (1.1) | 2.4 |
Cash used in investing activities of continuing operations | (718.8) | (2,220.6) | (251) |
Cash (used in) provided by investing activities of discontinued operations | (5.1) | 7.7 | (16.2) |
Cash used in investing activities | (723.9) | (2,212.9) | (267.2) |
Cash flows from financing activities: | |||
Proceeds from Term Loans | 0 | 3,740 | 0 |
Repayments of Term Loans | 0 | (640) | 0 |
Repayments of debt | 714.6 | 140.8 | 208.8 |
Debt financing fees | 0 | (68.8) | 0 |
Proceeds from issuance of common stock and exercise of stock options | 18.7 | 21.9 | 22.9 |
Dividends to shareholders | (77.8) | (69.8) | (57.6) |
Distributions to noncontrolling interests | (11.5) | (11) | (10.9) |
Employee taxes paid on restricted stock units recorded as treasury stock | (32.5) | (36.8) | (36.1) |
Payment of contingent consideration | (2.8) | (32.4) | (6.4) |
Effect of exchange rate changes on cash and cash equivalents | (9.9) | (8) | (4.4) |
Cash provided by (used in) financing activities | (820.5) | 2,762.3 | (296.9) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | (1,257.1) | 1,349.7 | 219.1 |
Cash and cash equivalents, beginning of period | 1,842.4 | 492.7 | 273.6 |
Cash and cash equivalents, end of period | 585.3 | 1,842.4 | 492.7 |
Cash paid during the period for: | |||
Income taxes, net of refunds | 573.6 | 181.2 | 131.9 |
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 312.3 | $ 109.1 | $ 120 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
Balance, 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 | |
Consolidated Statement of Stockholders' Equity | ||||||||
Net income | $ 343.2 | 343.2 | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 12.4 | |||||||
Net income | 355.6 | 355.6 | ||||||
Other comprehensive income (loss) | (20) | (20.5) | 0.5 | (20) | ||||
Distributions to noncontrolling interests | (10.9) | (10.9) | ||||||
Establishment of noncontrolling interests | (3.7) | 0.3 | (3.4) | |||||
Stock-based compensation | 43.7 | 43.7 | ||||||
Employee share purchase plan | 0.2 | |||||||
Employee share purchase plan | $ 0 | 19.1 | 19.1 | |||||
Exercise of stock options | 0.9 | |||||||
Exercise of stock options | $ 0.1 | 6.7 | 6.8 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | (1.1) | |||||||
Treasury stock purchased | (0.4) | |||||||
Treasury stock purchased | (36.1) | (36.1) | ||||||
Dividends, Cash | (57.7) | |||||||
Dividends, Cash | Accounting Standards Update 2014-09 [Member] | (57.7) | |||||||
Stockholders' Equity, Other | 0 | 0 | 0.4 | 0.4 | ||||
Balance, shares at Dec. 31, 2020 | 190.5 | |||||||
Balance at Dec. 31, 2020 | $ 2 | 2,088.1 | (215.2) | 937.4 | (272.1) | 95.9 | 2,636.1 | |
Consolidated Statement of Stockholders' Equity | ||||||||
Net income | 1,387.1 | 1,387.1 | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 15 | |||||||
Net income | 1,402.2 | 1,402.2 | ||||||
Other comprehensive income (loss) | (15.6) | (13.3) | (2.3) | (15.6) | ||||
Distributions to noncontrolling interests | (11) | (11) | ||||||
Stock-based compensation | 75.7 | 75.7 | ||||||
Employee share purchase plan | 0.2 | |||||||
Employee share purchase plan | $ 0 | 22.2 | 22.2 | |||||
Exercise of stock options | 0.3 | |||||||
Exercise of stock options | $ 0 | 2.9 | 2.9 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 0 | 0 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 1.2 | |||||||
Treasury stock purchased | (0.4) | |||||||
Treasury stock purchased | (36.8) | (36.8) | ||||||
Dividends, Cash | (69.9) | (69.9) | ||||||
Stockholders' Equity, Other | (0.5) | (0.5) | ||||||
Balance, shares at Dec. 31, 2021 | 191.8 | |||||||
Balance at Dec. 31, 2021 | 4,006.2 | $ 2 | 2,188.9 | (252) | 2,254.6 | (285.4) | 98.1 | 4,006.2 |
Consolidated Statement of Stockholders' Equity | ||||||||
Net income | 269.5 | 269.5 | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 15.2 | |||||||
Net income | 284.7 | 284.7 | ||||||
Other comprehensive income (loss) | (1.4) | 0.9 | (2.3) | (1.4) | ||||
Distributions to noncontrolling interests | (11.5) | (11.5) | ||||||
Stock-based compensation | 79.6 | 79.6 | ||||||
Employee share purchase plan | 0.2 | |||||||
Employee share purchase plan | $ 0 | 21 | 21 | |||||
Exercise of stock options | 0.1 | |||||||
Exercise of stock options | $ 0 | 0.8 | 0.8 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 0 | 0 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 0.9 | |||||||
Treasury stock purchased | (0.3) | |||||||
Treasury stock purchased | (32.5) | (32.5) | ||||||
Dividends, Cash | (77.5) | (77.5) | ||||||
Balance, shares at Dec. 31, 2022 | 192.7 | |||||||
Balance at Dec. 31, 2022 | $ 4,269.4 | $ 2 | $ 2,290.3 | $ (284.5) | $ 2,446.6 | $ (284.5) | $ 99.5 | $ 4,269.4 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant accounting and reporting policies | Significant Accounting and Reporting Policies Description of Business TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, working to help people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good. Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our data fusion methodology to link and match an increasing set of disparate data to further enrich our database. We use this enriched data, combined with our expertise, to continuously develop more insightful solutions for our customers, all in accordance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities. We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions. Consumers use our solutions to view their credit profiles and access analytical tools that help them understand and manage their personal financial information and take precautions against identity theft. Our solutions are based on a foundation of data assets across financial, credit, alternative credit, identity, phone activity, digital device information, marketing, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information obtained from thousands of sources including financial institutions, private databases and public records repositories. Our addressable market includes the global data and analytics market, which continues to grow as companies around the world increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services. We leverage our differentiated capabilities in order to serve a global customer base across multiple geographies and industry verticals. Basis of Presentation The accompanying consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Our consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the periods presented. 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. We have recast certain items, including the prior year’s revenue disaggregation disclosures in Note 20, “Reportable Segments,” to conform to the current year presentation. 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 a ccompanying 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 During 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. Segments Operating segments are businesses for which separate financial information is available and evaluated regularly by our chief operating decision maker (“CODM”) deciding how to allocate resources and assess performance. We have three operating and reportable segments; U.S. Markets, International and Consumer Interactive. We also report expenses for Corporate, which provides support services to each segment. Details of our segment results are discussed in Note 20, “Reportable Segments.” Revenue Recognition and Deferred Revenue All of our revenue is derived from contracts with our customers and is reported as revenue in the Consolidated Statements of Income generally as or at the point in time our performance obligations are 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, 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. Deferred revenue generally consists of amounts billed in excess of revenue recognized for the sale of data services, subscriptions and set up fees. The current and long-term portions of deferred revenue are included in other current liabilities and other liabilities. See Note 15, “Revenue,” for a further discussion about our revenue recognition policies. Costs of Services Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed. Selling, General and Administrative Expenses Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions. Advertising costs, are expensed as incurred. Advertising costs, which include commissions we pay to our partners to promote our products online, for the years ended December 31, 2022, 2021 and 2020 were $87.7 million, $92.9 million and $89.8 million, respectively. Stock-Based Compensation Compensation expense for all stock-based compensation awards is determined using the grant date fair value. For all equity-based plan, we record the impact of forfeitures when they happen. Expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equal to the vesting period. The details of our stock-based compensation program are discussed in Note 18, “Stock-Based Compensation.” Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by current enacted tax rates. The effect of a tax rate change on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the change. We periodically assess the recoverability of our deferred tax assets, and a valuation allowance is recorded against deferred tax assets if it is more likely than not that some portion of the deferred tax assets will not be realized. See Note 17, “Income Taxes,” for additional information. Foreign Currency Translation The functional currency for each of our foreign subsidiaries is generally that subsidiary’s local currency. We translate the assets and liabilities of foreign subsidiaries at the year-end exchange rate, and translate revenues and expenses at the monthly average rates during the year. We record the resulting translation adjustment as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency of an entity are included in the results of operations as incurred. The exchange rate losses for the years ended December 31, 2022, 2021 and 2020 were not material. Cash and Cash Equivalents We consider investments in highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The carrying value of our cash and cash equivalents approximate their fair value. Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic 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. The following is a roll-forward of the allowance for doubtful accounts for the periods presented: Twelve months ended December 31, 2022 2021 2020 Beginning Balance $ 10.7 $ 17.1 $ 13.4 Provision for losses on trade accounts receivable 5.9 (2.6) 9.8 Write-offs, net of recovered accounts (5.6) (3.8) (6.1) Ending balance $ 11.0 $ 10.7 $ 17.1 Long-Lived Assets Property, Plant, Equipment and Intangibles Property, plant and equipment is depreciated primarily using the straight-line method, over the estimated useful lives of the assets. Buildings and building improvements are generally depreciated over 20 years. Computer equipment and purchased software are depreciated over 3 to 7 years. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the lease term. Other assets are depreciated over 5 to 7 years. Intangibles, other than indefinite-lived intangibles, are amortized using the straight-line method, which approximates the pattern of usage, over their economic life, generally 3 to 40 years. Assets to be disposed of, if any, are separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value, less costs to sell, and are no longer depreciated. See Note 5, “Property, Plant and Equipment,” and Note 7, “Intangible Assets,” for additional information about these assets. Internal Use Software We monitor the activities of each of our internal use software and system development projects and analyze the associated costs, making an appropriate distinction between costs to be expensed and costs to be capitalized. Costs incurred during the preliminary project stage are expensed as incurred. Many of the costs incurred during the application development stage are capitalized, including costs of software design and configuration, development of interfaces, coding, testing and installation of the software. Once the software is ready for its intended use, it is amortized on a straight-line basis over its useful life, generally 3 to 10 years. Impairment of Long-Lived Assets We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. There were no significant impairment charges recorded during 2022, 2021 and 2020. Marketable Securities We classify our investments in debt and equity securities in accordance with our intent and ability to hold the investments. Held-to-maturity securities are carried at amortized cost, which approximates fair value, and are classified as either short-term or long-term investments based on the contractual maturity date. Earnings from these securities are reported as a component of interest income. Available-for-sale securities if any, are carried at fair market value, with the unrealized gains and losses, net of tax, included in accumulated other comprehensive income. At December 31, 2022 and 2021, the Company’s marketable securities consisted of available-for-sale securities. The available-for-sale securities relate to foreign exchange-traded corporate bonds. There were no significant realized or unrealized gains or losses for these securities for any of the periods presented. We follow fair value guidance to measure the fair value of our financial assets as further described in Note 19, “Fair Value”. We periodically review our marketable securities to determine if there is an other-than-temporary impairment on any security. If it is determined that an other-than-temporary decline in value exists, we write down the investment to its market value and record the related impairment loss in other income. There were no other-than-temporary impairments of marketable securities in 2022, 2021 or 2020. Goodwill Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating segment. We have no indefinite-lived intangible assets other than goodwill. We conduct an impairment test in the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, we perform a quantitative impairment test for that reporting unit. We have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test. When we perform a quantitative impairment test, we use a combination of an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method, to determine the fair value of each reporting unit. For each reporting unit, we compare the fair value to its carrying value including goodwill. If the fair value of the reporting unit is less than its carrying value, we record an impairment charge based on that difference, up to the amount of goodwill recorded in that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the guideline public company method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies. See Note 6, “Goodwill,” for additional information about our 2022 impairment analysis. Benefit Plans We maintain a 401(k) defined-contribution profit sharing plan for eligible employees. We provide a partial matching contribution and a discretionary contribution based on a fixed percentage of a participant’s eligible compensation. Contributions to this plan for the years ended December 31, 2022, 2021 and 2020 were $32.9 million, $34.5 million and $27.2 million, respectively. Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion in 2022. Recent Accounting Pronouncements Not Yet Adopted There are no pending recent accounting pronouncements that apply to TransUnion that have not been adopted. |
Nature of Operations [Text Block] | Description of Business TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, working to help people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good. Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our data fusion methodology to link and match an increasing set of disparate data to further enrich our database. We use this enriched data, combined with our expertise, to continuously develop more insightful solutions for our customers, all in accordance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities. We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions. Consumers use our solutions to view their credit profiles and access analytical tools that help them understand and manage their personal financial information and take precautions against identity theft. Our solutions are based on a foundation of data assets across financial, credit, alternative credit, identity, phone activity, digital device information, marketing, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information obtained from thousands of sources including financial institutions, private databases and public records repositories. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions The following transactions were accounted for as business combinations under the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination generally be recognized at their fair values as of the acquisition date. The determination of fair value requires management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets has been recorded as goodwill. The results of operations of these acquisitions are included in our consolidated financial statements from the respective dates of acquisition. 2022 Acquisitions Verisk Financial Services On April 8, 2022, we completed our acquisition of Verisk Financial Services (“VF”), the financial services business unit of Verisk Analytics, Inc. (“Verisk”). We acquired 100% of the outstanding equity interest of the entities that comprise VF for $505.7 million in cash, including a decrease of $2.3 million recorded subsequent to the acquisition date for certain customary purchase price adjustments. We have retained the leading core businesses of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), and identified several non-core businesses that we classified as held-for-sale as of the acquisition date that we have subsequently divested. See Note 3, “Discontinued Operations,” for a further discussion. Argus is relied upon by leading financial institutions, payments providers, and retailers worldwide for competitive studies, predictive analytics, models, and advisory services to provide a clear perspective on where their business stands today and to best position them for success in the future. We leverage the data provider consortium and proprietary and differentiated benchmarking datasets of these entities to provide more enhanced and holistic solution capabilities to our customers to make better and faster decisions that will help them increase financial inclusion, acquire new accounts, and improve fraud prevention, risk management, and other solutions. We engaged in business activities with VF prior to the acquisition that were not material. The results of operations of Argus subsequent to the acquisition date are included in the U.S. Markets segment, including revenue of $71.5 million and net income of $2.8 million in 2022. The pro forma effects of this acquisition are not significant to the Company's reported financial results for any period presented. Accordingly, no pro forma financial statements have been presented herein. Acquisition Costs We recognized transaction costs related to the acquisition of $11.7 million for twelve months ended December 31, 2022, which we have recorded within other income and expense, net. Purchase Price Allocation The purchase price for this acquisition has been finalized. As of December 31, 2022, the valuation of the assets acquired and liabilities assumed is substantially complete, and we expect to complete this analysis within one year from the acquisition date. The fair values assigned to assets acquired and liabilities assumed as of December 31, 2022, are based on management’s best estimates and assumptions as of the reporting date. The acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included in the U.S. Markets segment. The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed as of April 8, 2022, the date of acquisition, inclusive of measurement period adjustments: April 8, 2022 (in millions) VF Purchase price 1 : $ 505.7 Assets acquired: Cash and cash equivalents $ 4.1 Trade accounts receivable 26.0 Other current assets 3.3 Current assets of discontinued operations 16.5 Right of use lease assets 6.6 Property, plant and equipment 2.1 Goodwill 1,2 167.5 Other intangibles 1 195.0 Other assets 29.0 Other assets of discontinued operations 126.9 Total assets acquired $ 577.0 Liabilities assumed: Trade accounts payable $ 4.0 Other current liabilities 7.6 Current liabilities of discontinued operations 7.8 Deferred revenue 4.6 Lease liabilities 6.5 Deferred taxes 1 40.2 Other liabilities 0.1 Other liabilities of discontinued operations 0.6 Total liabilities assumed $ 71.4 Net assets acquired $ 505.7 1. Since the date of acquisition, we decreased the purchase price for VF by $2.3 million to reflect the final purchase price adjustments. Additionally, we recorded other measurement period adjustments impacting intangibles, goodwill, and deferred taxes. The impact of these adjustments resulted in a decrease to other intangibles of $25.0 million, an increase to goodwill of $18.3 million, a decrease in deferred taxes of $4.5 million and other insignificant changes. 2. We estimate t hat $46.8 million of the goodwill, which originated from previous acquisitions of VF, is tax deductible. 2021 Acquisitions Neustar On December 1, 2021, we completed the acquisition of Neustar, Inc. (“Neustar”). We acquired 100% of the equity of Neustar for $3,100.1 million in cash, including final purchase price adjustments as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Incremental Term B-6 Loan, which closed concurrently with the closing of the transaction. See Note 10, “Debt,” for additional information about our Incremental Term B-6 Loan. There was no contingent consideration resulting from this transaction. Neustar, a premier identity resolution company with leading solutions in Marketing, Risk and Communications, enables customers to build connected consumer experiences by combining decision analytics with real-time identity resolution services driven by its OneID platform. The acquisition of Neustar provides immediate scale to our identity resolution services through Neustar’s large, well-established customer base, accelerates the future growth of our identity-based solutions and expands our powerful digital identity capabilities through the addition of distinctive data and analytics, enabling consumers and businesses to transact online with greater confidence. We engaged in business activities with Neustar prior to the acquisition that were not material. The results of operations of Neustar subsequent to the acquisition date and the acquired assets and assumed liabilities are included in the U.S. Markets segment. Sontiq On December 1, 2021, we completed the acquisition of Sontiq, Inc. (“Sontiq”). We acquired 100% of the equity of Sontiq for $642.6 million in cash, including final purchase price adjustments as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Second Lien Term Loan, which closed concurrently with the closing of the transaction. The Second Lien Term Loan was repaid in full prior to December 31, 2021. Sontiq provides solutions including identity monitoring, restoration, and response products and services to help empower consumers and businesses to proactively protect against identity theft and cyber threats. The acquisition of Sontiq provides access to an attractive new base of customers and consumers through a highly recurring subscription-based revenue model and also complements and expands our Consumer Interactive solutions portfolio by providing valuable identity protection services for consumers. Sontiq’s identity security monitoring products incorporate our credit data, are highly complementary to our capabilities and are expected to significantly increase our opportunities for growth. The results of operations of Sontiq subsequent to the acquisition date are included within the Consumer Interactive segment, and together with the acquired assets and assumed liabilities, including the allocation of goodwill and intangible assets, are included in the Consumer Interactive segment. The pro forma effects of this acquisition are not significant to the Company's reported financial results for any period presented. Accordingly, no pro forma financial statements have been presented herein. Purchase Price Allocations The purchase price and valuations of the assets acquired and liabilities assumed for the Neustar and Sontiq acquisitions have been finalized as of December 31, 2022. The table below summarizes the allocation of fair value of assets acquired and liabilities assumed, inclusive of measurement period adjustments: December 1, 2021 (in millions) Neustar Sontiq Total Purchase price 1 : $ 3,100.1 $ 642.6 $ 3,742.7 Assets acquired: Cash and cash equivalents $ 122.7 $ 17.8 $ 140.4 Trade accounts receivable 118.7 10.0 128.7 Other current assets 24.6 1.6 26.2 Right of use lease assets 83.2 2.4 85.6 Property, plant and equipment 1 42.1 1.8 43.9 Goodwill 1,2 1,882.2 437.8 2,320.0 Other intangibles 1,510.0 237.2 1,747.2 Other assets 5.4 0.2 5.6 Total assets acquired $ 3,788.9 $ 708.7 $ 4,497.6 Liabilities assumed: Accounts payable $ 29.1 $ 7.3 $ 36.4 Other current liabilities 154.7 4.8 159.6 Deferred revenue 49.3 19.1 68.5 Operating lease liabilities 87.8 2.4 90.1 Other liabilities 13.4 0.1 13.5 Deferred tax liabilities 1 354.4 32.4 386.8 Total liabilities assumed $ 688.8 $ 66.1 $ 754.9 Net assets acquired: $ 3,100.1 $ 642.6 $ 3,742.7 1. During the twelve months ended December 31, 2022, the purchase price for Neustar was reduced by $6.5 million to reflect the final purchase price adjustments. Measurement period adjustments for Neustar included a decrease to goodwill of $18.1 million, a decrease in deferred tax liabilities of $10.7 million, and other insignificant changes. Purchase price adjustments for Sontiq were insignificant for the twelve months ended December 31, 2022. Measurement period adjustments in 2022 for Sontiq included a $7.9 million decrease in Goodwill, a $3.4 million decrease in property, plant and equipment, and a $11.8 million decrease in deferred income tax liabilities, and other insignificant changes. 2. For tax purposes, we estimate that $285.9 million of the goodwill, which originated from previous acquisitions of Neustar and Sontiq, is tax deductible. Identifiable Intangible Assets and Goodwill Identifiable Intangible Assets The following table sets forth the components of identifiable intangible assets acquired and the weighted average amortization period as of the acquisition date: April 8, 2022 December 1, 2021 Argus 1 Neustar 1 Sontiq 1 (dollars in millions) Preliminary Fair Value Weighted-Average Amortization Period Fair Value Weighted-Average Amortization Period Fair Value Weighted-Average Amortization Period Customer related assets $ 171.0 18 years $ 1,180.0 18 years $ 183.3 17 years Technology and software 22.0 7 years 320.0 10 years 49.7 10 years Trade names and trademarks 2.0 1 year 10.0 1 year 1.5 1 year Non-compete agreements — 0 — 0 2.7 2 years Total identifiable intangible assets $ 195.0 16 years $ 1,510.0 16 years $ 237.2 15 years (1) As of December 31, 2022, the valuation of intangible assets is substantially complete for Argus, and final for Neustar and Sontiq. In determining the fair value of the identifiable intangible assets, we utilized various forms of the income approach, depending on the asset being valued. The estimation of fair value requires significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Other inputs included historical data, current and anticipated market conditions, and growth rates. The intangible assets were valued using the following valuation approaches: Customer Relationships For each acquisition, a customer related asset was deemed to be the primary asset, which we valued using the multi-period excess-earnings method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include customer attrition rates, EBITDA margins, and discount rates. For Argus, we also identified another customer related asset that met the criteria to be recognized separately from the primary asset, which we valued using the lost income method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include the expected length of time to recreate the customer relationships, EBITDA margins, and discount rates. Technology and software We valued the developed technology using the relief-from-royalty method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include the royalty rate, economic depreciation factors, and discount rates. Other identifiable intangible assets Other identifiable intangible assets include trade names and trademarks and non-compete agreements for key employees, which are not material. Trade names and trademarks were valued using the relief from royalty method, and non-compete agreements were valued using the lost income method. Goodwill We recorded the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. The purchase price of each acquisition exceeded the fair value of the net assets acquired due primarily to expected future revenue growth opportunities, synergies, operating efficiencies, and the assembled workforce. The acquisition of Argus provides proprietary competitive portfolio performance insights sourced from a consortium of financial institutions that, when combined with TransUnion’s authoritative datasets, is expected to allow us to better serve our customers by providing enhanced insights and solutions. The acquisition of Neustar is expected to accelerate growth through both material revenue synergies and increased participation in the fast-growing digital marketing and identity verification marketplaces. The acquisition of Sontiq is expected to result in a more comprehensive set of offerings which are expected to significantly increase growth opportunities for the Company. Unaudited pro-forma financial information The supplemental pro-forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of TransUnion and Neustar, assuming the transaction occurred on January 1, 2020. The pro-forma revenues and results of operations of Sontiq and Argus are not included because the impact on our consolidated financial statements is immaterial. Th e supplemental pro-forma financial information does not necessarily represent what the combined companies' revenue or results of operations would have been had the acquisition of Neustar been completed on January 1, 2020, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining TransUnion and Neustar. The unaudited supplemental pro-forma financial information has been calculated after applying TransUnion’s accounting policies and adjusting the results of the combined company to reflect incremental amortization expense resulting from the fair value adjustments for acquired intangible assets as well as the net decrease to interest expense resulting from the elimination of the historical interest expense on Neustar debt that was paid off at closing partially offset by incremental interest expense resulting from the external debt borrowed by TransUnion to fund the acquisition, and the corresponding income tax impact of these adjustments. Also, during the year ended December 31, 2021, TransUnion and Neustar incurred $29.7 million and $88.2 million of acquisition-related costs, respectively. These expenses are reflected in pro-forma net income from continuing operations attributable to TransUnion for the year ended December 31, 2020, in the table below and the acquisition related expenses incurred by TransUnion are included in other income (expense), net, in our consolidated statement of income for the year ended December 31, 2021. There are no other material non-recurring pro-forma adjustments directly attributable to the Neustar acquisition included in the reported pro-forma revenue and pro-forma net income. (Unaudited) TransUnion and Neustar combined For the Year Ended (in millions) December 31, December 31, Pro-forma revenue $ 3,493.2 $ 3,064.5 Pro-forma net income from continuing operations attributable to TransUnion $ 247.6 $ 72.9 2020 Acquisitions |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Non-core businesses from the VF acquisition As discussed in Note 2, “Business Acquisitions,” on April 8, 2022, we completed the acquisition of VF, which included Argus and several non-core businesses that we classified as held-for-sale as of the acquisition date. We classified the results of operations of the non-core businesses as discontinued operations, net of tax, in the consolidated statements of income for the year ended December 31, 2022. In the fourth quarter, we classified additional assets of Argus as held-for-sale. On December 30, 2022, we divested the non-core businesses, including the assets we classified as held-for-sale in the fourth quarter. As we sold these businesses on December 30, 2022, there are no assets or liabilities of these businesses on our consolidated balance sheet as of December 31, 2022. We received total proceeds of $173.9 million, consisting of $103.6 million in cash, and a note receivable with a face value of $72.0 million and a fair value of $70.3 million. The purchase price is subject to certain customary adjustments. We recognized a $7.5 million gain on the sale of these businesses, which is included in discontinued operations, net of tax. Healthcare business On December 17, 2021, we completed the sale of our Healthcare business for total consideration of $1,706.4 million in cash, including a $0.5 million true-up to our estimate of net working capital recorded in the twelve months ended December 31, 2022. The after-tax net proceeds were approximately $1.4 billion. The terms and conditions of the transaction are set forth in the Stock Purchase Agreement dated as of October 26, 2021, by and between Trans Union LLC and nThrive, Inc. (“nThrive”). We also entered into a transition services agreement (“TSA”) that requires Trans Union LLC to provide certain administrative and operational services to nThrive on a transitional basis for generally up to 24 months. This agreement is not material and does not confer upon us the ability to influence the operating or financial policies of nThrive subsequent to the closing date. Income generated from the services provided under the TSA has been recorded in other income and (expense), net in the consolidated statements of income. As the transaction closed on December 17, 2021, there are no assets or liabilities of the Healthcare business on our consolidated balance sheet as of December 31, 2022 and December 31, 2021. We classified the results of operations of our Healthcare business as discontinued operations, net of tax, in our consolidated statements of income. We recognized gains on the sale of our Healthcare business within discontinued operations, net of tax, of $0.5 million and $982.5 million, in the consolidated statements of income for the twelve months ended December 31, 2022 and 2021, respectively, with respect to this sale. Discontinued operations, net of tax Discontinued operations, net of tax, for the twelve months ended December 31, 2022 as reflect in the table below is related to the non-core businesses of our VF acquisition, as well as an incremental gain on sale of discontinued operations resulting from the final net working capital adjustment related to our Healthcare business. The results reflected for the twelve months ended December 31, 2021 and December 31, 2020, are exclusively attributed to the Healthcare business that we disposed of in December 2021: Twelve Months Ended (in millions) 2022 2021 2020 Revenue $ 36.7 $ 184.8 $ 185.9 Operating expenses Cost of services (exclusive of depreciation and amortization below) 11.7 65.6 66.5 Selling, general and administrative 14.9 39.1 30.6 Depreciation and amortization — 16.5 21.1 Total operating expenses 26.6 121.2 118.2 Operating income of discontinued operations 10.1 63.6 67.7 Non-operating income and (expense) (0.5) 1.9 (1.4) Income before income taxes from discontinued operations 9.6 65.5 66.3 Provision for income taxes (0.1) (16.3) (16.5) Gain on sale of discontinued operations, net of tax 8.0 982.5 — Discontinued operations, net of tax $ 17.4 $ 1,031.7 $ 49.8 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: (in millions) December 31, December 31, Prepaid expenses $ 145.1 $ 136.2 Contract assets (Note 15) 11.4 5.2 Marketable securities (Note 19) 2.6 3.1 Other 103.6 87.1 Total other current assets $ 262.7 $ 231.6 Other includes other investments in non-negotiable certificates of deposit that are recorded at their carrying value which approximates fair value. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, including those acquired by finance lease, consisted of the following: (in millions) December 31, December 31, Computer equipment and furniture $ 555.7 $ 511.8 Purchased software 227.6 218.3 Building and building improvements 143.1 139.9 Land 3.2 3.2 Total cost of property, plant and equipment 929.6 873.1 Less: accumulated depreciation (711.3) (625.4) Total property, plant and equipment, net of accumulated depreciation $ 218.2 $ 247.7 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill [Abstract] | |
Goodwill | Goodwill Our reporting units consist of U.S. Markets, Consumer Interactive, and the geographic regions of the United Kingdom, Africa, Canada, Latin America, India, and Asia Pacific within our International reportable segment. We perform our annual goodwill impairment tests as of October 31. In 2022, 2021 and 2020 we elected to bypass the qualitative goodwill impairment analysis, and instead performed a quantitative goodwill impairment test for all reporting units. We compared the fair value of each reporting unit to its carrying value including goodwill. For each of our reporting units, the fair value exceeded the carrying value and no impairment loss was recorded. For our United Kingdom reporting unit, we had $681.2 million of goodwill as of December 31, 2022. The calculated excess fair value over carrying value was less than 10% of its carrying value as of October 31, 2022, our annual assessment date. Therefore, we concluded no impairment existed for this reporting unit. As of December 31, 2022, there was no accumulated goodwill impairment loss for any reporting unit. Goodwill allocated to our reportable segments as of December 31, 2022, and 2021, and the changes in the carrying amount of goodwill during the periods, consisted of the following: (in millions) U.S. Markets International Consumer Total Balance, December 31, 2020 $ 1,562.3 $ 1,423.1 $ 241.2 $ 3,226.6 2021 Acquisitions 1,900.2 — 445.8 2,346.0 Purchase accounting measurement period adjustments (7.9) — — (7.9) Foreign exchange rate adjustment — (39.0) — (39.0) Balance, December 31, 2021 $ 3,454.6 $ 1,384.1 $ 687.0 $ 5,525.7 2022 Acquisitions 167.5 — — 167.5 Purchase accounting measurement period adjustments (18.1) — (7.9) (26.0) Foreign exchange rate adjustment (1.3) (114.5) — (115.8) Balance, December 31, 2022 $ 3,602.7 $ 1,269.6 $ 679.1 $ 5,551.4 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets are initially recorded at their acquisition cost, or fair value if acquired as part of a business combination, and amortized over their estimated useful lives. Intangible assets consisted of the following: December 31, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Customer relationships $ 2,048.6 $ (330.9) $ 1,717.7 $ 1,918.1 $ (225.3) $ 1,692.8 Internal use software 1,959.8 (1,029.8) 930.0 1,765.9 (874.5) 891.4 Database and credit files 1,337.7 (725.6) 612.1 1,403.3 (655.0) 748.3 Trademarks, copyrights and patents 587.7 (173.2) 414.5 581.9 (146.7) 435.2 Noncompete and other agreements 10.5 (9.1) 1.4 10.3 (7.4) 2.9 Total intangible assets $ 5,944.1 $ (2,268.6) $ 3,675.5 $ 5,679.5 $ (1,908.9) $ 3,770.6 Changes in the carrying amount of intangible assets between periods consisted of the following: (in millions) Gross Accumulated Amortization Net Balance, December 31, 2021 $ 5,679.5 $ (1,908.9) $ 3,770.6 Business acquisitions 193.4 — 193.4 Developed internal use software 214.4 — 214.4 Amortization — (413.1) (413.1) Reclassified to assets-held-for-sale (13.8) — (13.8) Disposals (15.9) 14.7 (1.2) Foreign exchange rate adjustment (113.5) 38.7 (74.8) Balance, December 31, 2022 $ 5,944.1 $ (2,268.6) $ 3,675.5 All amortizable intangible assets are amortized on a straight-line basis, which approximates the pattern of benefit, over their estimated useful lives. Database and credit files are generally amortized over a 12 to 15 year period. Internal use software is generally amortized over 3 to 10 year period. Customer relationships are amortized over a 10 to 20 year period. Trademarks primarily consist of the TransUnion trade name, which is being amortized over a 40 year useful life, and the remaining trademark assets are generally amortized over a shorter period based on their estimated useful life, which ranges between 1 and 20 years. Copyrights, patents, noncompete and other agreements are amortized over varying periods based on their estimated useful lives. The weighted average lives of our intangibles is approximately 15 years. Amortization expense related to intangible assets for the years ended December 31, 2022, 2021 and 2020, was $413.1 million, $278.2 million and $252.7 million, respectively. Estimated future amortization expense related to intangible assets at December 31, 2022, is as follows: (in millions) Annual 2023 $ 417.8 2024 390.4 2025 369.3 2026 347.4 2027 288.6 Thereafter 1,862.0 Total future amortization expense $ 3,675.5 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
Other Assets | Other Assets Other assets (in millions) December 31, December 31, Investments in affiliated companies (Note 9) $ 265.9 $ 240.5 Right-of-use lease assets (Note 2 and 13) 127.4 145.1 Interest rate swaps (Notes 12 and 19) 237.7 12.1 Note Receivable (Note 3 and 19) 70.3 — Deferred Income Tax Asset (Note 17) 8.2 10.0 Other 61.5 51.3 Total other assets $ 771.0 $ 459.0 |
Investments in Affiliated Compa
Investments in Affiliated Companies | 12 Months Ended |
Dec. 31, 2022 | |
Investments in Affiliated Companies [Abstract] | |
Investments in Affiliated Companies | Investments in Affiliated Companies Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours. 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 acc ount 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 carryin g 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. We have elected to account for our investment in a limited partnership, which is not material, using the net asset value fair value practical expedient. Gains and losses on this investment, which are not material, are included in other income and expense in the consolidated statements of income. Investments in affiliated companies consisted of the following: (in millions) December 31, December 31, Cost Method Investments $ 213.1 $ 192.6 Equity Method investments 49.8 46.1 Limited Partnership investment 3.0 1.8 Total investments in affiliated companies (Note 8) $ 265.9 $ 240.5 These balances are included in other assets in the consolidated balance sheets. During 2022, we acquired a Cost Method investment as part of our VF acquisition which has a carrying value of $25.1 million as of December 31, 2022. We also recorded an impairment of $4.8 million of another Cost Method Investment. During 2021, we recorded a $12.5 million gain on a Cost Method Investment resulting from an observable price change for a similar investment of the same issuer. During 2020, we recorded a $4.8 million impairment loss of a Cost Method investment, partially offset by a $2.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer. These gains and losses are included in other income and expense in the consolidated statements of income. For one of these costs method investments, under the terms of the purchase agreement, there are call and put options associated with the investment that are exercisable in 2024 and 2025, subject to certain restrictions. The fair value of the call option is included in other assets on our balance sheet. The fair value of the put option is included in other liabilities on our balance sheet, and will be adjusted to fair value at each reporting date. See Note 11, “Other Liabilities,” and Note 19, “Fair Value,” for additional information about the contingent consideration and put option. 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: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Earnings from equity method investments (Note 20) $ 13.0 $ 12.0 $ 8.9 Dividends received from equity method investments 11.6 11.0 8.2 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities (in millions) December 31, December 31, Accrued payroll and employee benefits $ 208.5 $ 279.9 Accrued legal and regulatory matters (Note 22) 125.0 85.6 Deferred revenue (Note 15) 111.9 133.6 Operating lease liabilities (Note 13) 33.7 38.4 Income taxes payable (Note 3 and Note 17) 8.0 351.1 Contingent consideration (Note 19) — 16.8 Other 53.5 66.8 Total other current liabilities $ 540.5 $ 972.2 The decrease in accrued payroll and employee benefits is due primarily to lower accrued bonus payments in 2022 compared to 2021. The increase in accrued legal and regulatory was due primarily to an increase of our estimated liabilities for certain legal and regulatory matters. The decrease in income taxes payable was due primarily to the taxes due on the gain on the sale of our Healthcare business that were paid in 2022. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Liabilities | Other Liabilities Other liabilities (in millions) December 31, December 31, Operating lease liabilities (Note 13) $ 102.0 $ 119.1 Unrecognized tax benefits, net of indirect tax effects (Note 17) 40.1 40.7 Put option (Note 9 and 19) 10.0 11.9 Deferred revenue (Note 15) 5.3 6.5 Interest rate swaps (Notes 12 and 19) — 34.5 Other 16.5 20.2 Total other liabilities $ 173.9 $ 232.9 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following: (in millions) December 31, December 31, Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (6.63% at December 31, 2022, and 2.75% at December 31, 2021), net of original issue discount and deferred financing fees of $5.3 million and $29.9 million, respectively, at December 31, 2022, and original issue discount and deferred financing fees of $7.7 million and $43.1 million, respectively, at December 31, 2021 $ 2,433.7 $ 3,049.2 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 (6.13% at December 31, 2022, and 1.85% at December 31, 2021), net of original issue discount and deferred financing fees of $2.5 million and $6.2 million, respectively, at December 31, 2022, and original issue discount and deferred financing fees of $3.2 million and $7.7 million, respectively, at December 31, 2021 2,203.3 2,227.1 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 margin (6.13% at December 31, 2022 and 1.35% at December 31, 2021), net of original issue discount and deferred financing fees of $1.3 million and $0.8 million, respectively, at December 31, 2022, and original issue discount and deferred financing fees of $1.9 million and $1.2 million, respectively, at December 31,2021 1,033.0 1,089.4 Finance leases 0.1 0.2 Senior Secured Revolving Credit Facility — — Total debt 5,670.1 6,365.9 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,555.5 $ 6,251.3 Excluding any potential additional principal payments which may become due on the Senior Secured Credit Facility based on excess cash flows of the prior year, scheduled future maturities of total debt at December 31, 2022, were as follows: (in millions) December 31, 2023 $ 114.6 2024 1,034.5 2025 57.0 2026 2,165.0 2027 31.0 Thereafter 2,314.0 Unamortized original issue discounts and deferred financing fees (46.0) Total debt $ 5,670.1 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-6, 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. On December 1, 2021, we entered into an agreement to amend certain provisions of the Senior Secured Credit Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the incremental loan on the Senior Secured Credit Facility were used to fund the acquisition of Neustar. In addition, on December 1, 2021, we entered into a Second Lien Credit Agreement to obtain term loans (the “Second Lien Term Loan”) in an aggregate amount of $640.0 million, less original issue discount and deferred financing fees of $3.2 million and $14.3 million, respectively, used to fund the acquisition of Sontiq. On December 23, 2021, we fully repaid the Second Lien Term Loan using a portion of the proceeds from our sale of the Healthcare business. As a result of the prepayment, we expensed $3.2 million and $14.2 million, respectively, of the unamortized original issue discount and deferred fees to other income and expense in the consolidated statement of income. During 2022 and 2021, we prepaid $600.0 million and $85.0 million, respectively, of our Senior Secured Term Loans, funded from our cash on hand. As a result of these prepayments, we expensed $9.3 million and $0.5 million, respectively, of the unamortized original issue discount and deferred fees to other income and expense in the consolidated statement of income. Interest rates on the Senior Secured Term Loan B-6 are based on the London Interbank Offered Rate (“LIBOR”) with a floor of 0.50%, unless otherwise elected, plus a margin of 2.25% or 2.00% depending on our total net leverage ratio. The Company is required to make principal payments at the end of each quarter of 0.25% of the 2021 incremental principal balance plus additional borrowings with the remaining balance due December 1, 2028. Interest rates on the Senior Secured Ter m Loan B-5 are based on LIBOR, unless otherwise elected, plus a margin of 1.75%. The Company is required to make principal payments at the end of each quarter of 0.25% of the 2019 refinanced principal balance plus additional borrowings with the remaining balance due November 15, 2026. Interest rates on Senior Secured Term Loan A-3 are based on LIBOR, unless otherwise elected, plus a margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio. The Company is required to make principal payments of 0.625%, of the 2019 refinanced principal balance plus additional borrowings, at the end of each quarter through December 2021, increasing to 1.25% each quarter thereafter, with the remaining balance due December 10, 2024. Interest rates on the Senior Secured Revolving Credit Facility are based on LIBOR, unless otherwise elected, plus a margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio. There is a 0.20%, 0.25% or 0.30% annual commitment fee, depending on our total net leverage ratio, payable quarterly based on the undrawn portion of the Senior Secured Revolving Credit Facility. The commitment under the Senior Secured Revolving Line of Credit expires on December 10, 2024. Interest rates on the Second Lien Term Loan were based on LIBOR, unless otherwise elected, plus a margin of 5.00%. The Company was required to repay the principal balance plus interest due December 1, 2029, however, the loan was repaid in full on December 23, 2021. The Company may be required to make additional payments based on excess cash flows of the prior year, as defined in the agreement. Depending on the senior secured net leverage ratio for the year, a principal payment of between zero and fifty percent of the excess cash flows will be due the following year. There is no required excess cash flow payment due for 2022. Additional payments based on excess cash flows could be due in future years. As of December 31, 2022, 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 sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount of secured indebtedness and the amount incurred prior to the incremental loan, 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 $100 million or 10.0% 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 December 31, 2022, we were in compliance with all debt covenants. Interest Rate Hedging On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,320.0 million that amortizes each quarter. The new swaps require us to pay fixed rates varying between 4.4105% and 4.4465% 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 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,584.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.4280% and 1.4360% 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 March 10, 2020, we entered into two interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap commences on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,100.0 million that amortizes each quarter after it commences. The second swap requires us 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 counterparties that effectively fixed our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt at 2.702% and 2.706%. These swap agreements expired on December 30, 2022. On December 18, 2015, we entered into interest rate cap agreements with various counterparties 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 $260.1 million ($195.2 million, net of tax), an unrealized gain of $67.3 million ($50.5 million, net of tax), and an unrealized loss of $43.5 million ($32.7 million, net of tax) for the years ended December 31, 2022, 2021 and 2020, respectively, recorded in other comprehensive income. Interest income on the swaps in the twelve months ended December 31, 2022 was $8.3 million ($6.2 million, net of tax). Interest expense on the swaps in the twelve months ended December 31, 2021 and 2020 was $41.8 million ($31.4 million, net of tax) and $32.3 million ($23.3 million, net of tax), respectively. We expect to recognize a loss of approximately $102.4 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months. Fair Value of Debt As of December 31, 2022 and 2021, the fair value of our Senior Secured Term Loan B-6, excluding original issue discounts and deferred fees, was approximately $2,450.5 million and $3,096.1 million, respectively. As of December 31, 2022 and 2021, the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees, was approximately $2,184.4 million and $2,217.0 million, respectively. As of December 31, 2022 and 2021, the fair value of our variable-rate Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees was approximately $1,026.6 million and $1,076.1 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Leases As a result of our acquisition of Argus, we acquired additional leases in 2022. Our lease obligations consist of operating leases for office space and data centers and a small number of finance leases for equipment. Our operating leases have remaining lease terms of up to 10.2 years. As of December 31, 2022 and 2021 the weighted-average remaining lease terms were 6.4 years and 6.6 years, respectively. We have options to extend many of our operating leases for an additional period of time and options to terminate several of our operating leases early. The lease term consists of the non-cancelable period of the lease, periods covered by options to extend the lease if we are reasonably certain to exercise the option, periods covered by an option to terminate the lease if we are reasonably certain not to exercise the option, and periods covered by an option to extend or not to terminate the lease in which the exercise of the option is controlled by the lessor. On the commencement date of an operating lease, we record a right-of-use asset (“ROU asset”), which represents our right to use or control the use of the specified asset for the lease term, and an offsetting lease liability, which represents our obligation to make lease payments arising from the lease, based on the present value of the net fixed future lease payments due over the initial lease term. We use an estimate of the incremental borrowing rate for similarly rated debt issuers, at the inception of the lease or when the lease is assumed, as the discount rate to determine the present value of the net fixed future lease payments, except for leases where the interest rate implicit in the lease is readily determinable. As of December 31, 2022 and 2021, the weighted-average discount rate at lease inception used to calculate the present value of the fixed future lease payments were 4.2% and 4.1%, respectively. Lease accounting guidance under Accounting Standards Codification 842 Leases (“ASC 842”) requires us to expense the net fixed payments of operating leases on a straight-line basis over the lease term. ASC 842 requires us to include any built up deferred or prepaid rent balance resulting from the difference between the straight-line expense and the cash payments as a component of our ROU asset. Also included in our ROU asset is any monthly prepayment of rent. Our rent expense is typically due on the first day of each month, and we typically pay rent several weeks before it is due, so at any given month end, we will have a prepaid rent balance that is included as a component of our ROU asset. Our operating leases principally involve office space with fixed monthly lease payments that may also contain variable non-lease components consisting of common area maintenance, operating expenses, insurance and similar costs of the space that we occupy. We have adopted the practical expedient to not separate these non-lease components from the lease components and instead account for them as a single lease component for all of our leases. This practical expedient allows us to allocate the fixed lease components and the variable non-lease components based on the contractually stated amounts, with the fixed lease components included in our ROU assets and lease liability values. The variable payments are not included within the operating lease ROU assets or lease liabilities and are expensed in the period in which they are incurred. We have no significant short-term operating leases, finance leases, or subleases. ROU assets are included in Other Assets, and operating lease liabilities are included in Other Current Liabilities and Other Liabilities in our Consolidated Balance Sheet. Finance lease assets are included in Property, Plant and Equipment, and finance lease liabilities are included in the Current Portion of Long-term Debt and Long-term Debt in our Consolidated Balance Sheet. See Note 8, “Other Assets,” Note 10, “Other Current Liabilities,” Note 11, “Other Liabilities,” and Note 12, “Debt,” for additional information about these items. For the years ended December 31, 2022, 2021, 2020 our operating lease costs, including fixed, variable and short-term lease costs, were $44.5 million, $30.4 million, $33.4 million, respectively. Cash paid for operating leases are included in operating cash flows, and were $36.5 million, $30.9 million, and $34.2 million, for the years ended December 31, 2022, 2021, and 2020, respectively. Our finance lease amortization expense, interest expense, and cash paid were not significant for the reported periods. We have elected to use the portfolio approach to assess the discount rate we use to calculate the present value of our future lease payments. Using this approach does not result in a materially different outcome compared with applying separate discount rates to each lease in our portfolio. We have adopted an accounting policy to recognize rent expense for short-term leases, those leases with initial lease terms of twelve months or less, on a straight-line basis in our income statement. Future fixed payments for non-cancelable operating leases and finance leases in effect as of December 31, 2022, are payable as follows: (in millions) Operating Leases Finance Leases Total 2023 $ 38.2 $ 0.1 $ 38.3 2024 29.4 — 29.4 2025 19.9 — 19.9 2026 15.6 — 15.6 2027 12.0 — 12.0 Thereafter 39.6 — 39.6 Less imputed interest (19.0) — (19.0) Totals $ 135.7 $ 0.1 $ 135.8 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholders’ Equity The dividend rate was $0.105 per share in the third and fourth quarters of 2022, $0.095 per share per quarter from the second quarter 2021 to the second quarter 2022 and $0.075 per share per quarter from the first quarter 2020 to the first quarter 2021. During 2022, 2021 and 2020, we paid dividends of $77.8 million, $69.8 million and $57.6 million, 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 additional 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 2022, 2021 and 2020, 0.8 million, 1.2 million and 1.1 million outstanding employee restricted stock units vested and became taxable to the employees. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement. During 2022, 2021 and 2020 we remitted cash to the respective governmental agencies equivalent to the value of the shares employees used to satisfy their withholding obligations of $32.5 million, $36.8 million and $36.1 million, respectively. Preferred Stock |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue We have contracts with two general groups of performance obligations, Stand Ready Performance Obligations and 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. 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 December 31, 2022 and 2021. As our 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, 2022, current deferred revenue balance as revenue during 2023. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years. We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. There is one material fixed fee contract with a duration of more than one year, and for this contract, we expect to recognize revenue of approximately $117.0 million over the next two years and $78.0 million thereafter. For additional disclosures about the disaggregation of our revenue see Note 20, “Reportable Segments.” |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans. As of December 31, 2022, 2021, and 2020 there were less than 1.0 million anti-dilutive weighted stock-based awards outstanding. As of December 31, 2022, 2021, and 2020, there were 0.2 million, 0.1 million and 1.3 million, respectively, of contingently issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. Basic and diluted weighted average shares outstanding and earnings per share were as follows: Twelve Months Ended December 31, (in millions, except per share data) 2022 2021 2020 Income from continuing operations $ 267.3 $ 370.5 $ 305.7 Less: income from continuing operations attributable to noncontrolling interests (15.2) (15.0) (12.4) Income from continuing operations attributable to TransUnion $ 252.1 $ 355.5 $ 293.4 Discontinued operations, net of tax 17.4 1,031.7 49.8 Net income attributable to TransUnion $ 269.5 $ 1,387.1 $ 343.2 Basic earnings per common share from: Income from continuing operations attributable to TransUnion $ 1.31 $ 1.86 $ 1.54 Discontinued operations, net of tax 0.09 5.39 0.26 Net Income attributable to TransUnion $ 1.40 $ 7.25 $ 1.81 Diluted earnings per common share from: Income from continuing operations attributable to TransUnion $ 1.31 $ 1.84 $ 1.53 Discontinued operations, net of tax 0.09 5.35 0.26 Net Income attributable to TransUnion $ 1.40 $ 7.19 $ 1.79 Weighted-average shares outstanding: Basic 192.5 191.4 189.9 Dilutive impact of stock based awards 0.7 1.6 2.3 Diluted 193.1 193.0 192.2 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consisted of the following: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Federal Current $ 102.7 $ 62.0 $ 55.9 Deferred (55.9) (9.3) (8.0) State Current 28.8 18.8 11.6 Deferred (14.6) — (4.4) Foreign Current 77.3 67.3 52.4 Deferred (18.4) (7.9) (23.7) Provision for income taxes $ 119.9 $ 130.9 $ 83.7 The components of income before income taxes consisted of the following: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Domestic $ 155.7 $ 318.3 $ 258.5 Foreign 231.5 183.1 131.0 Income from continuing operations before income taxes $ 387.2 $ 501.4 $ 389.5 The effective income tax rate reconciliation consisted of the following: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Income taxes at statutory rate $ 81.3 21.0 % $ 105.3 21.0 % $ 81.8 21.0 % Increase (decrease) resulting from: State taxes, net of federal benefit 8.1 2.1 % 15.5 3.1 % 8.4 2.2 % Foreign rate differential (4.6) (1.2) % (6.8) (1.3) % (9.4) (2.4) % Excess tax benefits on stock-based compensation (5.0) (1.3) % (10.8) (2.2) % (25.3) (6.5) % Foreign tax law changes (0.1) — % 22.7 4.5 % (0.1) — % Uncertain tax positions 5.7 1.5 % 4.6 0.9 % 8.3 2.1 % Valuation allowances 18.3 4.7 % (5.0) (1.0) % 8.3 2.1 % Foreign withholding taxes 9.6 2.5 % 6.5 1.3 % 5.2 1.3 % U.S. Federal tax on foreign earnings (1.4) (0.4) % (15.1) (3.0) % 4.9 1.2 % U.S. Federal R&D tax credit (9.7) (2.5) % (6.4) (1.3) % (4.4) (1.1) % Nondeductible expenses 14.0 3.6 % 20.0 4.0 % 2.6 0.7 % Other 3.7 1.0 % 0.4 0.1 % 3.3 0.9 % Total $ 119.9 31.0 % $ 130.9 26.1 % $ 83.7 21.5 % For 2022, we reported a 31.0% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases in valuation allowances on foreign tax credit carryforwards, nondeductible expenses in connection with certain legal and regulatory matters and executive compensation limitations, and other rate-impacting items, partially offset by benefits from the research and development credit and excess tax benefits on stock-based compensation. For 2021, we reported a 26.1% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to recording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate tax rate enacted in the second quarter 2021 and nondeductible transaction costs and penalties, partially offset by excess tax benefits on stock based compensation and a tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019 tax years. 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 2020, we reported a 21.5% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to an increase in state taxes, valuation allowances on foreign tax credit carryforwards, and uncertain tax positions including related interest and penalties, partially offset by excess tax benefits on stock based compensation and foreign taxes in jurisdictions which have tax rates lower than the U.S. federal corporate statutory rate. Components of net deferred income tax consisted of the following: (in millions) December 31, 2022 December 31, 2021 Deferred income tax assets: Compensation $ 19.5 $ 16.8 Employee benefits 25.5 22.5 Legal reserves and settlements 10.7 13.2 Hedge investments — 5.6 Loss and tax credit carryforwards 179.2 169.0 Leases 38.4 41.5 Section 174 R&D Expense 37.7 — Other 36.7 38.4 Gross deferred income tax assets $ 347.7 $ 307.0 Valuation allowance (98.9) (70.8) Total deferred income tax assets, net $ 248.8 $ 236.2 Deferred income tax liabilities: Depreciation and amortization (874.9) (947.5) Right of use asset (36.0) (38.9) Taxes on unremitted foreign earnings (14.6) (10.0) Financing related costs — (0.5) Investment in affiliated companies (7.3) (8.9) Hedge investments (59.3) — Other (10.5) (8.1) Total deferred income tax liability (1,002.6) (1,013.9) Net deferred income tax liability $ (753.8) $ (777.8) Deferred tax assets and liabilities result from temporary differences between tax and accounting methods. Our balance sheet includes a deferred tax asset of $8.2 million and $10.0 million at December 31, 2022 and 2021, respectively, which is included in other assets. If certain deferred tax assets are not likely recoverable in future years a valuation allowance is recorded. As of December 31, 2022 and 2021, a valuation allowance of $98.9 million and $70.8 million, respectively, reduced deferred tax assets related to worldwide net operating losses and tax credit carryforwards. Our estimate of the amount of the deferred tax asset we can realize requires significant assumptions about projected revenues and income that are impacted by future market and economic conditions. Our carryforwards will expire as follows: U.S. federal net operating loss carryforwards over one year to an indefinite number of years, foreign loss carryforwards over one year to an indefinite number of years, foreign tax credit carryforwards over ten years, interest expense carryforwards over an indefinite number of years, state net operating loss carryforwards over one year to an indefinite number of years and state tax credit carryforwards over one year to an indefinite number of years. As of December 31, 2022, the deferred tax assets associated with U.S. foreign tax credit carryforwards and U.S. federal net operating loss carryforwards were $63.4 million and $7.3 million, respectively. Deferred tax assets associated with foreign net operating loss carryforwards and foreign interest expense carryforwards were $28.8 million and $41.1 million, respectively. Deferred tax assets associated with U.S. federal and state interest expense carryforwards is $17.6 million. Deferred tax assets associated with other loss and tax credit carryforwards were not significant. The total amount of gross unrecognized tax benefits as of December 31, 2022, 2021 and 2020 are $45.1 million, $45.8 million and $36.9 million, respectively. The amounts that would affect the effective tax rate if recognized are $30.5 million, $28.3 million and $18.5 million, respectively. The total amount of gross unrecognized tax benefits consisted of the following: (in millions) December 31, 2022 December 31, 2021 December 31, 2020 Balance as of beginning of period $ 45.8 $ 36.9 $ 32.8 Increase (Decrease) in tax positions due to acquisition (0.1) 5.3 — Increase in tax positions of prior years 0.3 5.6 6.2 Decrease in tax positions of prior years (3.7) (4.5) (3.6) Increase in tax positions of current year 3.2 2.8 1.6 Reductions relating to settlement and lapse of statute (0.4) (0.4) — Balance as of end of period $ 45.1 $ 45.8 $ 36.9 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 $10.1 million, $7.6 million and $4.8 million, respectively, for the years ended December 31, 2022, 2021 and 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 purposes. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments | Stock-Based Compensation For the years ended December 31, 2022, 2021 and 2020, we recognized stock-based compensation expense of $81.1 million, $70.1 million and $45.9 million, respectively, with related income tax benefits of approximately $13.5 million, $10.0 million and $8.4 million, respectively. Stock-based compensation expense for cash-settleable awards was a benefit of $1.7 million in 2022 and an expense of $0.9 million and $1.6 million in 2021 and 2020, respectively. Under the TransUnion Holding Company, Inc. 2012 Management Equity Plan (the “2012 Plan”), stock-based awards could be issued to executive officers, employees and independent directors of the Company. A total of 10.1 million shares were authorized for grant under the 2012 Plan. Effective upon the closing of our initial public offering, the Company’s board of directors and its stockholders adopted the TransUnion 2015 Omnibus Incentive Plan, which has since been amended and restated (the “2015 Plan”), and no more shares can be issued under the 2012 Plan. During 2020, we increased the authorized shares available under the 2015 plan to a total of 12.4 million shares. The 2015 Plan provides for the granting of stock options, restricted stock awards and restricted stock units to key employees, directors or other persons having a service relationship with the Company and its affiliates. As of December 31, 2022, there were approximately 2.3 million of unvested awards outstanding and approximately 5.0 million of awards have vested under the 2015 Plan. Effective upon the closing of the initial public offering, the Company’s board of directors and its stockholders adopted the TransUnion 2015 Employee Stock Purchase Plan, which has since been amended and restated (the “ESPP”). A total of 2.4 million shares have been authorized to be issued under the ESPP. The ESPP provides certain employees of the Company with an opportunity to purchase the Company’s common stock at a discount. As of December 31, 2022, the Company has issued approximately 1.3 million shares of common stock under the ESPP. 2012 Plan Stock Options Stock options granted under the 2012 Plan have a 10 year term. For stock options granted to employees, 40% generally vest based on the passage of time (service condition options), and 60% generally vest based on the passage of time, subject to meeting certain stockholder return on investment conditions (market condition options). These stockholder return on investment conditions were satisfied in February 2017, and all remaining outstanding stock options now vest solely on the passage of time. All stock options granted to non-employee directors vest based on the passage of time. Service condition options were valued using the Black-Scholes valuation model and vest over a 5 year service period, with 20% generally vesting one year after the grant date, and 5% vesting each quarter thereafter. Compensation costs for the service condition options are recognized on a straight-line basis over the requisite service period for the entire award. Market condition options were valued using a risk-neutral Monte Carlo valuation model, with assumptions similar to those used to value the service condition options, and vest over a 5 year service period now that the market conditions have been satisfied. There were no stock options granted during 2022, 2021, and 2020. Stock option activity as of December 31, 2022 and 2021, and for the year ended December 31, 2022, consisted of the following: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2021 242,534 $ 8.05 1.5 $ 26.8 Granted — — Exercised (140,236) 6.10 Forfeited — — Expired — — Outstanding as of December 31, 2022 102,298 10.71 1.3 $ 4.7 Expected to vest as of December 31, 2022 — $ — 0.0 $ — Exercisable as of December 31, 2022 102,298 $ 10.71 1.3 $ 4.7 As of December 31, 2022, there was no stock-based compensation expense remaining to be recognized in future years related to options. During 2022, cash received from the exercise of stock options was $0.8 million and the tax benefit realized from the exercise of stock options was $2.7 million. The intrinsic value of options exercised and the fair value of options vested for the periods presented are as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Intrinsic value of options exercised $ 10.9 $ 31.4 $ 71.1 Total fair value of options vested $ 0.6 $ 1.7 $ 4.5 2015 Plan Restricted Stock Units During 2022, 2021 and 2020, restricted stock units were granted under the 2015 Plan. Restricted stock units issued to date generally consist of: 50% service-based restricted stock units that vest based on passage of time and 50% performance-based awards consisting of performance-based restricted stock units that vest based on the passage of time, subject to meeting certain 3-year cumulative revenue and Adjusted EBITDA targets, and market-based restricted stock units that vest based on the passage of time, subject to meeting certain relative total stockholder return (“TSR”) targets. For the performance awards, including the market-based performance awards, between zero and 200% of the units granted may eventually vest, based upon the final cumulative revenue and Adjusted EBITDA and TSR achievement relative to the targets over the 3-year measurement period. Restricted stock units granted prior to February 2022 generally vest 3 years from the grant date, subject to meeting any performance and market conditions. For restricted stock units granted in 2022, the service-based awards vest over 3.5 years, and the performance-based awards generally vest over 3 years, subject to meeting any performance and market conditions. We occasionally issue off-cycle or special grants that could have different performance measurements and vesting terms. Service-based and performance-based restricted stock units are valued on the award grant date at the closing market price of our stock. Market-based awards are valued using a risk-neutral Monte-Carlo model, with assumptions similar to those used to value the 2012 Plan market-condition options, based on conditions that existed on the grant date of the award. Restricted stock unit activity as of December 31, 2022 and 2021, and for the year ended December 31, 2022, consisted of the following: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2021 2,005,065 $ 90.79 1.0 $ 237.8 Granted 1,507,472 90.97 Vested (972,892) 78.13 Forfeited (218,934) 94.96 Outstanding as of December 31, 2022 2,320,711 $ 94.73 1.3 $ 131.7 Expected to vest as of December 31, 2022 1,920,050 $ 91.75 1.2 $ 109.0 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2022: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Note 8 and 12) $ 237.7 $ — $ 237.7 $ — Note Receivable (Note 2 and 8) 70.3 — 70.3 — Available-for-sale debt securities (Note 4) 2.6 — 2.6 — Total $ 310.6 $ — $ 310.6 $ — Liabilities Put option on Cost Method Investment (Note 9 and 11) $ 10.0 $ — $ — $ 10.0 Total $ 10.0 $ — $ — $ 10.0 The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2021: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Note 8 and 12) $ 12.1 $ — $ 12.1 $ — Available-for-sale debt securities (Note 4) 3.1 — 3.1 — Total $ 15.2 $ — $ 15.2 $ — Liabilities Interest rate swaps (Note 11 and 12) $ 34.5 $ — $ 34.5 $ — Put option on Cost Method Investment (Note 9 and 11) 11.9 — — 11.9 Contingent consideration (Note 9 and 10) 16.8 — — 16.8 Total $ 63.2 $ — $ 34.5 $ 28.7 Level 2 instruments consist of foreign exchange-traded corporate bonds, interest rate swaps and note receivable. 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 disc ussed in Note 12, “Debt,” there are two tranches of interest rate swaps that we entered into in 2020. In December 2022, we sold the non-core businesses of our VF acquisition. A portion of the consideration was in the form of a $72.0 million note receivable. The note receivable accrues interest semiannually at a per annum rate of 10.6% and is payable at maturity. The note matures on June 30, 2025, subject to an option of the note issuer to extend the maturity date for two successive terms of three months each, at an increased rate of interest at each extension. The note was recorded at fair value of $70.3 million using an income approach for fixed income securities, where contractual cash flows were discounted to present value at a risk-adjusted rate of return in a lattice model framework. The fair value of the note will be determined period to period by applying the same approach, considering changes to the risk-adjusted rate of return given observed changes to the interest rate environment, market pricing of credit risk, and issuer-specific credit risk. Level 3 instruments consist of contingent consideration related to a Cost Method investment we acquired in 2021, a put option on the same Cost Method investment, and a contingent consideration obligation of an acquisition made by Neustar prior to the date we acquired Neustar. The put option allows the owner of the other shares to compel TransUnion to purchase their remaining shares, subject to the fulfillment of certain conditions. The fair value of the put option is determined using a Monte Carlo analysis with assumptions that include revenue projections, volatility rates, discount rates and the option period, among others. During 2022, we paid $14.8 million of contingent consideration obligation related to the Cost Method investment. We also recorded a $0.8 million measurement period adjustment related to the Neustar contingent consideration obligation and paid $2.8 million to fully settle the obligation. During 2021, we also adjusted the carrying value of the 2020 obligations to their fair values, with an offset to selling, general and administrative expenses, and paid $41.2 million to the sellers to settle these obligations in full and have no further obligations related to the 2020 contingent consideration obligations. In addition, during 2021, we assumed a contingent consideration obligation of $2.0 million when we acquired Neustar, and recorded a $14.8 million contingent consideration obligation related to a cost method investment we made in 2021, with no material changes to the fair value of either of these obligations in 2021. We have elected to account for our investment in a limited partnership that we purchased in 2021, which is not material, using the net asset value fair value practical expedient. Gains and losses on this investment, which are not material, are included in other income and expense in the consolidated statements of income. |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Reporting Segments | 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 (less) loss (income) from discontinued operations, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus (less) certain acquisition-related deferred revenue adjustments, pl us stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expens es including certain integration-related expenses, p lus 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 15, “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 to businesses. These businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and mitigate fraud risk. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. Since the acquisition of Neustar, Inc. (“Neustar”) on December 1, 2021, we have reflected all Neustar revenue in the Emerging Verticals within our U.S. Markets segment. Beginning in the fourth quarter 2022, we integrated the Neustar sales team into our legacy vertically-aligned sales teams, and a portion of the Neustar revenue is now included in the Financial Services vertical. We have recast the revenue reported for each vertical in U.S. Markets in the historical periods to be consistent with the fourth quarter 2022 presentation, which provides comparability among the periods. This recast has no net impact on our overall financial statements in 2022. 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, FinTechs, 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. All of the revenue from our Argus acquisition and a portion of the revenue from our Neustar acquisition is included in Financial Services. • Emerging Verticals: Emerging Verticals include Technology, Commerce & Communications, Insurance, Media, Services and Collections, Tenant and Employment, and Publi c Sector. 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. A portion of the revenue from our Neustar acquisition is included in Emerging Verticals. 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 paid and free credit reports, scores and freezes, credit monitoring, identity 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, as well as our Sontiq business. The results of operations of Sontiq are included in the Consumer Interactive segment in our consolidated statements of income since the date of the acquisition. 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: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Gross Revenue: U.S. Markets: Financial Services $ 1,255.1 $ 1,090.0 $ 939.6 Emerging Verticals 1,192.1 701.0 571.1 Total U.S. Markets 2,447.3 1,791.0 1,510.7 International: Canada 128.2 126.9 108.0 Latin America 112.9 103.2 86.5 United Kingdom 203.0 216.5 183.1 Africa 61.7 59.5 49.0 India 174.2 133.1 100.0 Asia Pacific 75.9 62.7 56.2 Total International 755.9 701.9 582.7 Total Consumer Interactive 585.3 545.8 513.1 Total revenue, gross $ 3,788.4 $ 3,038.7 $ 2,606.5 Intersegment revenue eliminations: U.S. Markets $ (71.5) $ (70.5) $ (68.9) International (6.0) (5.9) (5.2) Consumer Interactive (1.1) (2.0) (1.7) Total intersegment eliminations (78.6) (78.4) (75.9) Total revenue as reported $ 3,709.9 $ 2,960.2 $ 2,530.6 A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets Adjusted EBITDA $ 870.6 $ 715.6 $ 593.9 International Adjusted EBITDA 329.3 300.1 219.8 Consumer Interactive Adjusted EBITDA 282.3 263.1 247.6 Total $ 1,482.3 $ 1,278.8 $ 1,061.2 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses 1 (135.7) (121.9) (107.6) Net interest expense (226.2) (109.2) (120.6) Depreciation and amortization (519.0) (377.0) (346.8) Stock-based compensation 2 (81.1) (70.1) (45.9) Mergers and acquisitions, divestitures and business optimization 3 (50.7) (52.6) (8.5) Accelerated technology investment 4 (51.4) (42.3) (19.3) Net other 5 (46.1) (19.4) (35.5) Net income attributable to non-controlling interests 15.2 15.0 12.4 Total adjustments $ (1,095.1) $ (777.4) $ (671.8) Income from continuing operations before income taxes $ 387.2 $ 501.4 $ 389.5 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 twelve months ended December 31, 2022, $(33.1) million of Neustar integration costs; $(23.7) million of acquisition expenses; $(4.6) million loss on the impairment of a Cost Method investment; $6.8 million of reimbursements for transition services related to divested businesses, net of separation expenses; a $3.4 million gain related to a government tax reimbursement from a recent business acquisition; and a $0.6 million adjustment to the fair value of a put option liability related to a minority investment. For the twelve months ended December 31, 2021, consisted of the following adjustments: $(48.1) million of acquisition expe nses; $(9.1) million of Neustar integration costs; $(8.4) million of adjustments to contingent consideration expense from previous acquisitions; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a $12.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $1.1 million reimbursement for transition services related to divested businesses, net of separation expenses; and a $0.5 million gain on the sale of a Cost Method investment. For the twelve months ended December 31, 2020, consisted of the following adjustments: $(7.5) million of Callcredit integration costs; $(7.0) million of acquisition expenses; a $(4.8) million loss on the impairment of a Cost Method investment; $(1.7) million of adjustments to contingent consideration expense from previous acquisitions; an $8.1 million remeasurement gain on notes receivable that were converted into equity upon acquisition and consolidation of an entity; 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; 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 twelve months ended December 31, 2022, $(28.4) million for certain legal and regulatory expenses; $(9.3) million of deferred loan fees written off as a result of the prepayments on our debt; and a $(6.3) million net loss from currency remeasurement of our foreign operations; ($1.9) million of loan fees and other. For the twelve months ended December 31, 2021, consisted of the following adjustme nts: $(17.9) million of deferred loan fees written off as a result of the prepayments on our debt; $(1.2) million in certain legal and regulat ory expenses; a $3.5 million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region ; and a $(3.7) million net loss from currency remeasurement of our foreign operations, loan fees and other. For the twelve months ended December 31, 2020, consisted of the following adjustments: $(34.7) million for certain legal expenses; $(0.9) million of deferred loan fees written off as a result of the prepayments on our debt; a $1.5 million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region ; and a $(1.4) million net loss 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: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets $ 1.0 $ 2.4 $ 2.6 International 12.0 9.6 6.4 Total $ 13.0 $ 12.0 $ 8.9 Total assets, by segment, consisted of the following: (in millions) December 31, 2022 December 31, 2021 U.S. Markets $ 7,180.9 $ 6,934.8 International 2,675.7 2,921.2 Consumer Interactive 1,202.9 1,222.3 Total segment assets $ 11,059.5 $ 11,078.2 Corporate 1 606.8 1,556.8 Total assets $ 11,666.3 $ 12,635.0 1 At December 31, 2021 our Corporate assets included proceeds from the disposal of our Healthcare business. Cash paid for capital expenditures, by segment, was as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets $ 181.0 $ 145.3 $ 119.1 International 97.5 65.1 68.2 Consumer Interactive 17.7 11.8 12.8 Corporate 2.0 2.0 5.5 Total $ 298.2 $ 224.2 $ 205.6 Depreciation and amortization expense by segment was as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets $ 352.5 $ 222.0 $ 205.8 International 126.9 132.4 120.6 Consumer Interactive 34.8 16.8 14.6 Corporate 4.9 5.7 5.7 Total $ 519.0 $ 377.0 $ 346.8 Percentage of revenue based on where it was earned, was as follows: Twelve Months Ended December 31, 2022 2021 2020 Domestic 80 % 76 % 77 % International 20 % 24 % 23 % Percentage of long-lived assets, other than intangibles, financial assets, and deferred tax assets, based on the location of the legal entity that owns the asset, was as follows: As of December 31, 2022 2021 Domestic 78 % 82 % International 22 % 18 % |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments [Abstract] | |
Commitments | Commitments Future minimum payments for noncancelable operating leases, purchase obligations and other liabilities in effect as of December 31, 2022, are payable as follows: (in millions) Operating Purchase Total 2023 $ 38.2 $ 150.3 $ 188.5 2024 29.4 88.6 118.0 2025 19.9 59.4 79.3 2026 15.6 29.7 45.3 2027 12.0 20.4 32.4 Thereafter 39.6 0.9 40.5 Totals $ 154.7 $ 349.3 $ 504.0 Purchase obligations and other excludes trade accounts payable that are included in our balance sheet as of December 31, 2022. Purchase obligations and other include commitments for outsourcing services, royalties, data licenses, and maintenance and other operating expenses. Licensing agreements We have agreements with Fair Isaac Corporation to license credit-scoring algorithms and the right to sell credit scores derived from those algorithms. Payment obligations under these agreements vary due to factors such as the volume of credit scores we sell, what type of credit scores we sell, and how our customers use the credit scores. There are no minimum payments required under these licensing agreements. However, we do have a significant level of sales volume related to these credit scores. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Loss Contingency [Abstract] | |
Contingencies | 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, 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 were 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. Legal fees incurred in connection with ongoing legal and regulatory matters are considered a period cost and are expensed as incurred. 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 legal and regulatory matters 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 except for the lawsuit filed by the CFPB referenced below, that would not have some level of coverage by insurance after the relevant deductible, if any, is met. As of December 31, 2022 and 2021, we accrued $125.0 million and $85.6 million, respectively, for legal and regulatory matters. These amounts were recorded in other accrued liabilities in the consolidated balance sheets and the associated expenses were recorded in selling, general and administrative expenses in the consolidated statements of income. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred. Ramirez v. Trans Union LLC In Ramirez v. Trans Union LLC (“Ramirez”) filed in 2012, the plaintiff alleged that we willfully violated the Fair Credit Reporting Act (“FCRA”) by continuing to offer the OFAC Alert service. 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. 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 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. On January 24, 2022, we reached a tentative class settlement with the plaintiffs, which required court approval. Accordingly, 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, and a corresponding net reduction recorded in selling, general and administrative expense for the year-end December 31, 2021. On December 19, 2022, the court entered final approval of the class settlement and we paid the settlement amount to the plaintiffs on January 20, 2023, resulting in a full resolution of this matter. CFPB Matters 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 was considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleged that we failed to comply with and timely implement a Consent Order issued by the CFPB in January 2017 (the “Consent Order”), and further alleged additional violations related to Consumer Interactive’s marketing practices. On September 27, 2021, the Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the Consent Order, engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the TransUnion Credit Monitoring product and diverted consumers from their free annual file disclosure into paid subscription products. The CFPB further alleges that Mr. Danaher violated the Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the Consent Order and the law. We continue to believe that our marketing practices are lawful and appropriate and that we have been, and remain, in compliance with the Consent Order, and we will vigorously defend against allegations to the contrary in such proceedings. On July 8, 2022, the TU Entities and Mr. Danaher each filed a motion to dismiss the lawsuit. The motions to dismiss were denied on November 18, 2022; active litigation on this matter has begun. As of December 31, 2022, we have an accrued liability of $56.0 million, compared with $26.5 million as of December 31, 2021, in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter. In March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The NORA letter alleges that Trans Union LLC and TURSS violated the Fair Credit Reporting Act by failing to (i) follow reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to consumers the sources of such information. On July 27, 2022, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action jointly with the FTC. We are currently engaged in active settlement discussions with the CFPB and the FTC regarding this matter. If our ongoing discussions do not result in a negotiated resolution, we expect that the CFPB and the FTC will pursue litigation against Trans Union LLC and TURSS seeking redress, civil monetary penalties and injunctive relief. We continue to believe that our acts and practices are lawful and we intend to vigorously defend against any allegations to the contrary in such proceedings. We cannot provide assurance that the CFPB and the FTC will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome of any such action. As of December 31, 2022, we have recorded an accrued liability for an immaterial amount in connection with this matter. There is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In June 2022, the CFPB informed Trans Union LLC that it intended to issue a NORA letter following an investigation relating to potential violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. In August 2022, the TransUnion Entities received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us. We are continuing to cooperate in the CFPB’s investigation of this matter. We have corrected associated system issues and have processes in place to monitor and address issues going forward. Should the CFPB commence an action against us, it may seek restitution, disgorgement, 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 predict the likely outcome, which could have a material adverse effect on our results of operations and financial condition. As of December 31, 2022, we are not able to reasonably estimate our potential loss or range of loss related to this matter. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Loss The following table sets forth the changes in each component of accumulated other comprehensive loss, net of tax: (in millions) Foreign Currency Net Unrealized Net Unrealized Accumulated Other Balance, December 31, 2019 $ (214.6) $ (37.2) $ 0.2 $ (251.6) Change 9.2 (29.9) 0.2 (20.5) Balance, December 31, 2020 $ (205.4) $ (67.1) $ 0.4 $ (272.1) Change (63.8) 50.5 — (13.3) Balance, December 31, 2021 $ (269.2) $ (16.6) $ 0.4 $ (285.4) Change (194.3) 195.2 (0.2) 0.9 Balance, December 31, 2022 $ (463.5) $ 178.6 $ 0.2 $ (284.5) |
Condensed Financial Information
Condensed Financial Information of TransUnion | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information of TransUnion | Schedule I—Condensed Financial Information of TransUnion TRANSUNION Parent Company Only Balance Sheet (in millions, except per share data) December 31, December 31, Assets Current assets: Other current assets $ — $ 0.4 Total current assets — 0.4 Investment in TransUnion Intermediate Holdings, Inc. 4,587.0 4,217.6 Other assets 6.0 6.1 Total assets $ 4,593.0 $ 4,224.1 Liabilities and stockholders’ equity Current liabilities: Trade accounts payable $ 0.1 $ 0.3 Due to TransUnion Intermediate Holdings, Inc. 419.6 312.0 Other current liabilities 1.2 1.3 Total current liabilities 420.9 313.6 Other liabilities 2.2 2.4 Total liabilities 423.1 316.0 Stockholders’ equity: Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2022 and December 31, 2021; 198.7 million and 197.4 million shares issued as of December 31, 2022 and December 31, 2021, respectively; and 192.7 million and 191.8 million shares outstanding as of December 31, 2022 and December 31, 2021, respectively 2.0 2.0 Additional paid-in capital 2,290.3 2,188.9 Treasury stock at cost; 6.0 million and 5.6 million shares at December 31, 2022 and December 31, 2021, respectively (284.5) (252.0) Retained earnings 2,446.6 2,254.6 Accumulated other comprehensive loss (284.5) (285.4) Total stockholders’ equity 4,169.9 3,908.1 Total liabilities and stockholders’ equity $ 4,593.0 $ 4,224.1 See accompanying notes to condensed financial statements. Schedule I —Condensed Financial Information of TransUnion TRANSUNION Parent Company Only Statement of Income (in millions) Twelve Months Ended December 31, 2022 2021 2020 Revenue $ — $ — $ — Operating expenses Selling, general and administrative 3.5 3.5 3.1 Total operating expenses 3.5 3.5 3.1 Operating loss (3.5) (3.5) (3.1) Non-operating income and expense Equity Income from TransUnion Intermediate Holdings, Inc. 272.3 1,388.6 345.0 Other income and (expense), net — — 0.2 Total non-operating income and expense 272.3 1,388.6 345.2 Income from continuing operations before income taxes 268.8 1,385.1 342.1 Benefit for income taxes 0.7 2.0 1.1 Net income $ 269.5 $ 1,387.1 $ 343.2 See accompanying notes to condensed financial statements. Schedule I —Condensed Financial Information of TransUnion TRANSUNION Parent Company Only Statements of Comprehensive Income (in millions) Twelve Months Ended December 31, 2022 2021 2020 Net income $ 269.5 $ 1,387.1 $ 343.2 Other comprehensive income: Foreign currency translation of TransUnion Intermediate Holdings, Inc.: Foreign currency translation adjustment (193.4) (64.1) 8.4 Benefit (provision) for income taxes (0.7) 0.3 0.8 Foreign currency translation, net (194.1) (63.8) 9.2 Hedge instruments of TransUnion Intermediate Intermediate Holdings, Inc.: Net change on interest rate cap — — 4.1 Net change on interest rate swap 260.1 67.3 (43.5) (Provision) benefit for income taxes (64.9) (16.8) 9.5 Hedge instruments, net 195.2 50.5 (29.9) Available-for-sale securities of TransUnion Intermediate Holdings, Inc.: Net unrealized gain (loss) (0.3) — 0.3 Benefit (provision) for income taxes 0.1 — (0.1) Available-for-sale securities, net (0.2) — 0.2 Total other comprehensive (loss) income, net of tax 0.9 (13.3) (20.5) Comprehensive income attributable to TransUnion $ 270.4 $ 1,373.8 $ 322.7 See accompanying notes to condensed financial statements. Schedule I —Condensed Financial Information of TransUnion TRANSUNION Parent Company Only Statement of Cash Flows (in millions) Twelve Months Ended December 31, 2022 2021 2020 Cash provided by operating activities $ 91.6 $ 84.7 $ 70.8 Cash used in investing activities — — Cash flows from financing activities: Proceeds from issuance of common stock and exercise of stock options 18.7 21.9 22.9 Dividends to shareholders (77.8) (69.8) (57.6) Treasury stock purchased (32.5) (36.8) (36.1) Cash used in financing activities (91.6) (84.7) (70.8) Net change in cash and cash equivalents — — — Cash and cash equivalents, beginning of period — — — Cash and cash equivalents, end of period $ — $ — $ — See accompanying notes to condensed financial statements. Schedule I —Condensed Financial Information of TransUnion TRANSUNION Parent Company Only Notes to Financial Statements |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts TRANSUNION (in millions) Balance at Charged to Charged to Deductions Balance at Allowance for deferred tax assets: Year ended December 31, 2022 $ 70.8 $ 21.8 $ 9.7 $ (3.4) $ 98.9 2021 $ 65.7 $ 3.8 $ 14.4 $ (13.1) $ 70.8 2020 $ 53.3 $ 12.6 $ 3.7 $ (3.8) $ 65.7 |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Our consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the periods presented. 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. We have recast certain items, including the prior year’s revenue disaggregation disclosures in Note 20, “Reportable Segments,” to conform to the current year presentation. 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 | 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 a ccompanying 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 Statements During 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. |
Segments | Segments Operating segments are businesses for which separate financial information is available and evaluated regularly by our chief operating decision maker (“CODM”) deciding how to allocate resources and assess performance. We have three operating and reportable segments; U.S. Markets, International and Consumer Interactive. We also report expenses for Corporate, which provides support services to each segment. Details of our segment results are discussed in Note 20, “Reportable Segments.” |
Costs of Services | Costs of ServicesCosts of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed. |
Selling, General and Administrative Expenses | Selling, General and Administrative ExpensesSelling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions. Advertising costs, are expensed as incurred. Advertising costs, which include commissions we pay to our partners to promote our products online, for the years ended December 31, 2022, 2021 and 2020 were $87.7 million, $92.9 million and $89.8 million, respectively. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for all stock-based compensation awards is determined using the grant date fair value. For all equity-based plan, we record the impact of forfeitures when they happen. Expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equal to the vesting period. The details of our stock-based compensation program are discussed in Note 18, “Stock-Based Compensation.” |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by current enacted tax rates. The effect of a tax rate change on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the change. We periodically assess the recoverability of our deferred tax assets, and a valuation allowance is recorded against deferred tax assets if it is more likely than not that some portion of the deferred tax assets will not be realized. See Note 17, “Income Taxes,” for additional information. |
Foreign Currency Translation | Foreign Currency Translation The functional currency for each of our foreign subsidiaries is generally that subsidiary’s local currency. We translate the assets and liabilities of foreign subsidiaries at the year-end exchange rate, and translate revenues and expenses at the monthly average rates during the year. We record the resulting translation adjustment as a component of other comprehensive income in stockholders’ equity. |
Cash and Cash Equivalents | Cash and Cash EquivalentsWe consider investments in highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The carrying value of our cash and cash equivalents approximate their fair value. |
Trade Accounts Receivable | Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic 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. The following is a roll-forward of the allowance for doubtful accounts for the periods presented: Twelve months ended December 31, 2022 2021 2020 Beginning Balance $ 10.7 $ 17.1 $ 13.4 Provision for losses on trade accounts receivable 5.9 (2.6) 9.8 Write-offs, net of recovered accounts (5.6) (3.8) (6.1) Ending balance $ 11.0 $ 10.7 $ 17.1 |
Long-Lived Assets | Long-Lived Assets Property, Plant, Equipment and Intangibles Property, plant and equipment is depreciated primarily using the straight-line method, over the estimated useful lives of the assets. Buildings and building improvements are generally depreciated over 20 years. Computer equipment and purchased software are depreciated over 3 to 7 years. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the lease term. Other assets are depreciated over 5 to 7 years. Intangibles, other than indefinite-lived intangibles, are amortized using the straight-line method, which approximates the pattern of usage, over their economic life, generally 3 to 40 years. Assets to be disposed of, if any, are separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value, less costs to sell, and are no longer depreciated. See Note 5, “Property, Plant and Equipment,” and Note 7, “Intangible Assets,” for additional information about these assets. Internal Use Software We monitor the activities of each of our internal use software and system development projects and analyze the associated costs, making an appropriate distinction between costs to be expensed and costs to be capitalized. Costs incurred during the preliminary project stage are expensed as incurred. Many of the costs incurred during the application development stage are capitalized, including costs of software design and configuration, development of interfaces, coding, testing and installation of the software. Once the software is ready for its intended use, it is amortized on a straight-line basis over its useful life, generally 3 to 10 years. Impairment of Long-Lived Assets |
Marketable Securities | Marketable Securities We classify our investments in debt and equity securities in accordance with our intent and ability to hold the investments. Held-to-maturity securities are carried at amortized cost, which approximates fair value, and are classified as either short-term or long-term investments based on the contractual maturity date. Earnings from these securities are reported as a component of interest income. Available-for-sale securities if any, are carried at fair market value, with the unrealized gains and losses, net of tax, included in accumulated other comprehensive income. At December 31, 2022 and 2021, the Company’s marketable securities consisted of available-for-sale securities. The available-for-sale securities relate to foreign exchange-traded corporate bonds. There were no significant realized or unrealized gains or losses for these securities for any of the periods presented. We follow fair value guidance to measure the fair value of our financial assets as further described in Note 19, “Fair Value”. |
Goodwill and Other Indefinite-Lived Intangibles | Goodwill Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating segment. We have no indefinite-lived intangible assets other than goodwill. We conduct an impairment test in the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, we perform a quantitative impairment test for that reporting unit. We have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test. When we perform a quantitative impairment test, we use a combination of an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method, to determine the fair value of each reporting unit. For each reporting unit, we compare the fair value to its carrying value including goodwill. If the fair value of the reporting unit is less than its carrying value, we record an impairment charge based on that difference, up to the amount of goodwill recorded in that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the guideline public company method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies. See Note 6, “Goodwill,” for additional information about our 2022 impairment analysis. |
Benefit Plans | Benefit Plans We maintain a 401(k) defined-contribution profit sharing plan for eligible employees. We provide a partial matching contribution and a discretionary contribution based on a fixed percentage of a participant’s eligible compensation. Contributions to this plan for the years ended December 31, 2022, 2021 and 2020 were $32.9 million, $34.5 million and $27.2 million, respectively. |
Recently adopted accounting pronouncements | Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion in 2022. |
Recent Accounting Pronouncement not yet Adopted | Recent Accounting Pronouncements Not Yet Adopted There are no pending recent accounting pronouncements that apply to TransUnion that have not been adopted. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following is a roll-forward of the allowance for doubtful accounts for the periods presented: Twelve months ended December 31, 2022 2021 2020 Beginning Balance $ 10.7 $ 17.1 $ 13.4 Provision for losses on trade accounts receivable 5.9 (2.6) 9.8 Write-offs, net of recovered accounts (5.6) (3.8) (6.1) Ending balance $ 11.0 $ 10.7 $ 17.1 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | December 1, 2021 (in millions) Neustar Sontiq Total Purchase price 1 : $ 3,100.1 $ 642.6 $ 3,742.7 Assets acquired: Cash and cash equivalents $ 122.7 $ 17.8 $ 140.4 Trade accounts receivable 118.7 10.0 128.7 Other current assets 24.6 1.6 26.2 Right of use lease assets 83.2 2.4 85.6 Property, plant and equipment 1 42.1 1.8 43.9 Goodwill 1,2 1,882.2 437.8 2,320.0 Other intangibles 1,510.0 237.2 1,747.2 Other assets 5.4 0.2 5.6 Total assets acquired $ 3,788.9 $ 708.7 $ 4,497.6 Liabilities assumed: Accounts payable $ 29.1 $ 7.3 $ 36.4 Other current liabilities 154.7 4.8 159.6 Deferred revenue 49.3 19.1 68.5 Operating lease liabilities 87.8 2.4 90.1 Other liabilities 13.4 0.1 13.5 Deferred tax liabilities 1 354.4 32.4 386.8 Total liabilities assumed $ 688.8 $ 66.1 $ 754.9 Net assets acquired: $ 3,100.1 $ 642.6 $ 3,742.7 1. During the twelve months ended December 31, 2022, the purchase price for Neustar was reduced by $6.5 million to reflect the final purchase price adjustments. Measurement period adjustments for Neustar included a decrease to goodwill of $18.1 million, a decrease in deferred tax liabilities of $10.7 million, and other insignificant changes. Purchase price adjustments for Sontiq were insignificant for the twelve months ended December 31, 2022. Measurement period adjustments in 2022 for Sontiq included a $7.9 million decrease in Goodwill, a $3.4 million decrease in property, plant and equipment, and a $11.8 million decrease in deferred income tax liabilities, and other insignificant changes. 2. For tax purposes, we estimate that $285.9 million of the goodwill, which originated from previous acquisitions of Neustar and Sontiq, is tax deductible. Identifiable Intangible Assets and Goodwill |
Schedule of Business Acquisitions, by Acquisition | The following table sets forth the components of identifiable intangible assets acquired and the weighted average amortization period as of the acquisition date: |
Business Acquisition, Pro Forma Information | (Unaudited) TransUnion and Neustar combined For the Year Ended (in millions) December 31, December 31, Pro-forma revenue $ 3,493.2 $ 3,064.5 Pro-forma net income from continuing operations attributable to TransUnion $ 247.6 $ 72.9 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | iscontinued operations, net of tax Discontinued operations, net of tax, for the twelve months ended December 31, 2022 as reflect in the table below is related to the non-core businesses of our VF acquisition, as well as an incremental gain on sale of discontinued operations resulting from the final net working capital adjustment related to our Healthcare business. The results reflected for the twelve months ended December 31, 2021 and December 31, 2020, are exclusively attributed to the Healthcare business that we disposed of in December 2021: Twelve Months Ended (in millions) 2022 2021 2020 Revenue $ 36.7 $ 184.8 $ 185.9 Operating expenses Cost of services (exclusive of depreciation and amortization below) 11.7 65.6 66.5 Selling, general and administrative 14.9 39.1 30.6 Depreciation and amortization — 16.5 21.1 Total operating expenses 26.6 121.2 118.2 Operating income of discontinued operations 10.1 63.6 67.7 Non-operating income and (expense) (0.5) 1.9 (1.4) Income before income taxes from discontinued operations 9.6 65.5 66.3 Provision for income taxes (0.1) (16.3) (16.5) Gain on sale of discontinued operations, net of tax 8.0 982.5 — Discontinued operations, net of tax $ 17.4 $ 1,031.7 $ 49.8 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other current assets | Other current assets consisted of the following: (in millions) December 31, December 31, Prepaid expenses $ 145.1 $ 136.2 Contract assets (Note 15) 11.4 5.2 Marketable securities (Note 19) 2.6 3.1 Other 103.6 87.1 Total other current assets $ 262.7 $ 231.6 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment, including those acquired by finance lease, consisted of the following: (in millions) December 31, December 31, Computer equipment and furniture $ 555.7 $ 511.8 Purchased software 227.6 218.3 Building and building improvements 143.1 139.9 Land 3.2 3.2 Total cost of property, plant and equipment 929.6 873.1 Less: accumulated depreciation (711.3) (625.4) Total property, plant and equipment, net of accumulated depreciation $ 218.2 $ 247.7 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill [Abstract] | |
Changes in the carrying amount of goodwill | Goodwill allocated to our reportable segments as of December 31, 2022, and 2021, and the changes in the carrying amount of goodwill during the periods, consisted of the following: (in millions) U.S. Markets International Consumer Total Balance, December 31, 2020 $ 1,562.3 $ 1,423.1 $ 241.2 $ 3,226.6 2021 Acquisitions 1,900.2 — 445.8 2,346.0 Purchase accounting measurement period adjustments (7.9) — — (7.9) Foreign exchange rate adjustment — (39.0) — (39.0) Balance, December 31, 2021 $ 3,454.6 $ 1,384.1 $ 687.0 $ 5,525.7 2022 Acquisitions 167.5 — — 167.5 Purchase accounting measurement period adjustments (18.1) — (7.9) (26.0) Foreign exchange rate adjustment (1.3) (114.5) — (115.8) Balance, December 31, 2022 $ 3,602.7 $ 1,269.6 $ 679.1 $ 5,551.4 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible assets | Intangible assets consisted of the following: December 31, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Customer relationships $ 2,048.6 $ (330.9) $ 1,717.7 $ 1,918.1 $ (225.3) $ 1,692.8 Internal use software 1,959.8 (1,029.8) 930.0 1,765.9 (874.5) 891.4 Database and credit files 1,337.7 (725.6) 612.1 1,403.3 (655.0) 748.3 Trademarks, copyrights and patents 587.7 (173.2) 414.5 581.9 (146.7) 435.2 Noncompete and other agreements 10.5 (9.1) 1.4 10.3 (7.4) 2.9 Total intangible assets $ 5,944.1 $ (2,268.6) $ 3,675.5 $ 5,679.5 $ (1,908.9) $ 3,770.6 Changes in the carrying amount of intangible assets between periods consisted of the following: (in millions) Gross Accumulated Amortization Net Balance, December 31, 2021 $ 5,679.5 $ (1,908.9) $ 3,770.6 Business acquisitions 193.4 — 193.4 Developed internal use software 214.4 — 214.4 Amortization — (413.1) (413.1) Reclassified to assets-held-for-sale (13.8) — (13.8) Disposals (15.9) 14.7 (1.2) Foreign exchange rate adjustment (113.5) 38.7 (74.8) Balance, December 31, 2022 $ 5,944.1 $ (2,268.6) $ 3,675.5 |
Estimated future amortization expense related to purchased intangible | Estimated future amortization expense related to intangible assets at December 31, 2022, is as follows: (in millions) Annual 2023 $ 417.8 2024 390.4 2025 369.3 2026 347.4 2027 288.6 Thereafter 1,862.0 Total future amortization expense $ 3,675.5 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
Other assets | Other assets (in millions) December 31, December 31, Investments in affiliated companies (Note 9) $ 265.9 $ 240.5 Right-of-use lease assets (Note 2 and 13) 127.4 145.1 Interest rate swaps (Notes 12 and 19) 237.7 12.1 Note Receivable (Note 3 and 19) 70.3 — Deferred Income Tax Asset (Note 17) 8.2 10.0 Other 61.5 51.3 Total other assets $ 771.0 $ 459.0 |
Investments in Affiliated Com_2
Investments in Affiliated Companies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments in Affiliated Companies [Abstract] | |
Investments in and Advances to Affiliates | Investments in affiliated companies consisted of the following: (in millions) December 31, December 31, Cost Method Investments $ 213.1 $ 192.6 Equity Method investments 49.8 46.1 Limited Partnership investment 3.0 1.8 Total investments in affiliated companies (Note 8) $ 265.9 $ 240.5 |
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: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Earnings from equity method investments (Note 20) $ 13.0 $ 12.0 $ 8.9 Dividends received from equity method investments 11.6 11.0 8.2 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | Other current liabilities (in millions) December 31, December 31, Accrued payroll and employee benefits $ 208.5 $ 279.9 Accrued legal and regulatory matters (Note 22) 125.0 85.6 Deferred revenue (Note 15) 111.9 133.6 Operating lease liabilities (Note 13) 33.7 38.4 Income taxes payable (Note 3 and Note 17) 8.0 351.1 Contingent consideration (Note 19) — 16.8 Other 53.5 66.8 Total other current liabilities $ 540.5 $ 972.2 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Noncurrent Liabilities | Other liabilities (in millions) December 31, December 31, Operating lease liabilities (Note 13) $ 102.0 $ 119.1 Unrecognized tax benefits, net of indirect tax effects (Note 17) 40.1 40.7 Put option (Note 9 and 19) 10.0 11.9 Deferred revenue (Note 15) 5.3 6.5 Interest rate swaps (Notes 12 and 19) — 34.5 Other 16.5 20.2 Total other liabilities $ 173.9 $ 232.9 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: (in millions) December 31, December 31, Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (6.63% at December 31, 2022, and 2.75% at December 31, 2021), net of original issue discount and deferred financing fees of $5.3 million and $29.9 million, respectively, at December 31, 2022, and original issue discount and deferred financing fees of $7.7 million and $43.1 million, respectively, at December 31, 2021 $ 2,433.7 $ 3,049.2 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 (6.13% at December 31, 2022, and 1.85% at December 31, 2021), net of original issue discount and deferred financing fees of $2.5 million and $6.2 million, respectively, at December 31, 2022, and original issue discount and deferred financing fees of $3.2 million and $7.7 million, respectively, at December 31, 2021 2,203.3 2,227.1 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 margin (6.13% at December 31, 2022 and 1.35% at December 31, 2021), net of original issue discount and deferred financing fees of $1.3 million and $0.8 million, respectively, at December 31, 2022, and original issue discount and deferred financing fees of $1.9 million and $1.2 million, respectively, at December 31,2021 1,033.0 1,089.4 Finance leases 0.1 0.2 Senior Secured Revolving Credit Facility — — Total debt 5,670.1 6,365.9 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,555.5 $ 6,251.3 |
Schedule of maturities of long-term debt | Excluding any potential additional principal payments which may become due on the Senior Secured Credit Facility based on excess cash flows of the prior year, scheduled future maturities of total debt at December 31, 2022, were as follows: (in millions) December 31, 2023 $ 114.6 2024 1,034.5 2025 57.0 2026 2,165.0 2027 31.0 Thereafter 2,314.0 Unamortized original issue discounts and deferred financing fees (46.0) Total debt $ 5,670.1 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Future Fixed Payments for non-cancelable operating leases and finance leases [Table Text Block] | Future fixed payments for non-cancelable operating leases and finance leases in effect as of December 31, 2022, are payable as follows: (in millions) Operating Leases Finance Leases Total 2023 $ 38.2 $ 0.1 $ 38.3 2024 29.4 — 29.4 2025 19.9 — 19.9 2026 15.6 — 15.6 2027 12.0 — 12.0 Thereafter 39.6 — 39.6 Less imputed interest (19.0) — (19.0) Totals $ 135.7 $ 0.1 $ 135.8 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic and diluted weighted average shares outstanding and earnings per share were as follows: Twelve Months Ended December 31, (in millions, except per share data) 2022 2021 2020 Income from continuing operations $ 267.3 $ 370.5 $ 305.7 Less: income from continuing operations attributable to noncontrolling interests (15.2) (15.0) (12.4) Income from continuing operations attributable to TransUnion $ 252.1 $ 355.5 $ 293.4 Discontinued operations, net of tax 17.4 1,031.7 49.8 Net income attributable to TransUnion $ 269.5 $ 1,387.1 $ 343.2 Basic earnings per common share from: Income from continuing operations attributable to TransUnion $ 1.31 $ 1.86 $ 1.54 Discontinued operations, net of tax 0.09 5.39 0.26 Net Income attributable to TransUnion $ 1.40 $ 7.25 $ 1.81 Diluted earnings per common share from: Income from continuing operations attributable to TransUnion $ 1.31 $ 1.84 $ 1.53 Discontinued operations, net of tax 0.09 5.35 0.26 Net Income attributable to TransUnion $ 1.40 $ 7.19 $ 1.79 Weighted-average shares outstanding: Basic 192.5 191.4 189.9 Dilutive impact of stock based awards 0.7 1.6 2.3 Diluted 193.1 193.0 192.2 |
Income Taxes (Tables)
Income Taxes (Tables) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income taxes consisted of the following: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Federal Current $ 102.7 $ 62.0 $ 55.9 Deferred (55.9) (9.3) (8.0) State Current 28.8 18.8 11.6 Deferred (14.6) — (4.4) Foreign Current 77.3 67.3 52.4 Deferred (18.4) (7.9) (23.7) Provision for income taxes $ 119.9 $ 130.9 $ 83.7 | ||
Components of net deferred income tax | Components of net deferred income tax consisted of the following: (in millions) December 31, 2022 December 31, 2021 Deferred income tax assets: Compensation $ 19.5 $ 16.8 Employee benefits 25.5 22.5 Legal reserves and settlements 10.7 13.2 Hedge investments — 5.6 Loss and tax credit carryforwards 179.2 169.0 Leases 38.4 41.5 Section 174 R&D Expense 37.7 — Other 36.7 38.4 Gross deferred income tax assets $ 347.7 $ 307.0 Valuation allowance (98.9) (70.8) Total deferred income tax assets, net $ 248.8 $ 236.2 Deferred income tax liabilities: Depreciation and amortization (874.9) (947.5) Right of use asset (36.0) (38.9) Taxes on unremitted foreign earnings (14.6) (10.0) Financing related costs — (0.5) Investment in affiliated companies (7.3) (8.9) Hedge investments (59.3) — Other (10.5) (8.1) Total deferred income tax liability (1,002.6) (1,013.9) Net deferred income tax liability $ (753.8) $ (777.8) | ||
Reconciliation of the U.S. federal statutory tax rate to our effective tax rate | The effective income tax rate reconciliation consisted of the following: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Income taxes at statutory rate $ 81.3 21.0 % $ 105.3 21.0 % $ 81.8 21.0 % Increase (decrease) resulting from: State taxes, net of federal benefit 8.1 2.1 % 15.5 3.1 % 8.4 2.2 % Foreign rate differential (4.6) (1.2) % (6.8) (1.3) % (9.4) (2.4) % Excess tax benefits on stock-based compensation (5.0) (1.3) % (10.8) (2.2) % (25.3) (6.5) % Foreign tax law changes (0.1) — % 22.7 4.5 % (0.1) — % Uncertain tax positions 5.7 1.5 % 4.6 0.9 % 8.3 2.1 % Valuation allowances 18.3 4.7 % (5.0) (1.0) % 8.3 2.1 % Foreign withholding taxes 9.6 2.5 % 6.5 1.3 % 5.2 1.3 % U.S. Federal tax on foreign earnings (1.4) (0.4) % (15.1) (3.0) % 4.9 1.2 % U.S. Federal R&D tax credit (9.7) (2.5) % (6.4) (1.3) % (4.4) (1.1) % Nondeductible expenses 14.0 3.6 % 20.0 4.0 % 2.6 0.7 % Other 3.7 1.0 % 0.4 0.1 % 3.3 0.9 % Total $ 119.9 31.0 % $ 130.9 26.1 % $ 83.7 21.5 % | ||
Summary of components of income (loss) from continuing operations before income taxes | The components of income before income taxes consisted of the following: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Domestic $ 155.7 $ 318.3 $ 258.5 Foreign 231.5 183.1 131.0 Income from continuing operations before income taxes $ 387.2 $ 501.4 $ 389.5 | ||
Total amount of unrecognized tax benefits | The total amount of gross unrecognized tax benefits consisted of the following: (in millions) December 31, 2022 December 31, 2021 December 31, 2020 Balance as of beginning of period $ 45.8 $ 36.9 $ 32.8 Increase (Decrease) in tax positions due to acquisition (0.1) 5.3 — Increase in tax positions of prior years 0.3 5.6 6.2 Decrease in tax positions of prior years (3.7) (4.5) (3.6) Increase in tax positions of current year 3.2 2.8 1.6 Reductions relating to settlement and lapse of statute (0.4) (0.4) — Balance as of end of period $ 45.1 $ 45.8 $ 36.9 | ||
Current State and Local Tax Expense (Benefit) | $ 28.8 | $ 18.8 | $ 11.6 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Intrinsic Value of Options Exercised and Fair Value of Options vested | The intrinsic value of options exercised and the fair value of options vested for the periods presented are as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Intrinsic value of options exercised $ 10.9 $ 31.4 $ 71.1 Total fair value of options vested $ 0.6 $ 1.7 $ 4.5 |
2012 Management Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock option activity as of December 31, 2022 and 2021, and for the year ended December 31, 2022, consisted of the following: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2021 242,534 $ 8.05 1.5 $ 26.8 Granted — — Exercised (140,236) 6.10 Forfeited — — Expired — — Outstanding as of December 31, 2022 102,298 10.71 1.3 $ 4.7 Expected to vest as of December 31, 2022 — $ — 0.0 $ — Exercisable as of December 31, 2022 102,298 $ 10.71 1.3 $ 4.7 |
2015 Management Equity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Restricted stock unit activity as of December 31, 2022 and 2021, and for the year ended December 31, 2022, consisted of the following: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2021 2,005,065 $ 90.79 1.0 $ 237.8 Granted 1,507,472 90.97 Vested (972,892) 78.13 Forfeited (218,934) 94.96 Outstanding as of December 31, 2022 2,320,711 $ 94.73 1.3 $ 131.7 Expected to vest as of December 31, 2022 1,920,050 $ 91.75 1.2 $ 109.0 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Financial instruments measured at fair value, on a recurring basis | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2022: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Note 8 and 12) $ 237.7 $ — $ 237.7 $ — Note Receivable (Note 2 and 8) 70.3 — 70.3 — Available-for-sale debt securities (Note 4) 2.6 — 2.6 — Total $ 310.6 $ — $ 310.6 $ — Liabilities Put option on Cost Method Investment (Note 9 and 11) $ 10.0 $ — $ — $ 10.0 Total $ 10.0 $ — $ — $ 10.0 | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2021: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Note 8 and 12) $ 12.1 $ — $ 12.1 $ — Available-for-sale debt securities (Note 4) 3.1 — 3.1 — Total $ 15.2 $ — $ 15.2 $ — Liabilities Interest rate swaps (Note 11 and 12) $ 34.5 $ — $ 34.5 $ — Put option on Cost Method Investment (Note 9 and 11) 11.9 — — 11.9 Contingent consideration (Note 9 and 10) 16.8 — — 16.8 Total $ 63.2 $ — $ 34.5 $ 28.7 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | Selected segment financial information and disaggregated revenue consisted of the following: Twelve Months Ended December 31, (in millions) 2022 2021 2020 Gross Revenue: U.S. Markets: Financial Services $ 1,255.1 $ 1,090.0 $ 939.6 Emerging Verticals 1,192.1 701.0 571.1 Total U.S. Markets 2,447.3 1,791.0 1,510.7 International: Canada 128.2 126.9 108.0 Latin America 112.9 103.2 86.5 United Kingdom 203.0 216.5 183.1 Africa 61.7 59.5 49.0 India 174.2 133.1 100.0 Asia Pacific 75.9 62.7 56.2 Total International 755.9 701.9 582.7 Total Consumer Interactive 585.3 545.8 513.1 Total revenue, gross $ 3,788.4 $ 3,038.7 $ 2,606.5 Intersegment revenue eliminations: U.S. Markets $ (71.5) $ (70.5) $ (68.9) International (6.0) (5.9) (5.2) Consumer Interactive (1.1) (2.0) (1.7) Total intersegment eliminations (78.6) (78.4) (75.9) Total revenue as reported $ 3,709.9 $ 2,960.2 $ 2,530.6 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets Adjusted EBITDA $ 870.6 $ 715.6 $ 593.9 International Adjusted EBITDA 329.3 300.1 219.8 Consumer Interactive Adjusted EBITDA 282.3 263.1 247.6 Total $ 1,482.3 $ 1,278.8 $ 1,061.2 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses 1 (135.7) (121.9) (107.6) Net interest expense (226.2) (109.2) (120.6) Depreciation and amortization (519.0) (377.0) (346.8) Stock-based compensation 2 (81.1) (70.1) (45.9) Mergers and acquisitions, divestitures and business optimization 3 (50.7) (52.6) (8.5) Accelerated technology investment 4 (51.4) (42.3) (19.3) Net other 5 (46.1) (19.4) (35.5) Net income attributable to non-controlling interests 15.2 15.0 12.4 Total adjustments $ (1,095.1) $ (777.4) $ (671.8) Income from continuing operations before income taxes $ 387.2 $ 501.4 $ 389.5 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 twelve months ended December 31, 2022, $(33.1) million of Neustar integration costs; $(23.7) million of acquisition expenses; $(4.6) million loss on the impairment of a Cost Method investment; $6.8 million of reimbursements for transition services related to divested businesses, net of separation expenses; a $3.4 million gain related to a government tax reimbursement from a recent business acquisition; and a $0.6 million adjustment to the fair value of a put option liability related to a minority investment. For the twelve months ended December 31, 2021, consisted of the following adjustments: $(48.1) million of acquisition expe nses; $(9.1) million of Neustar integration costs; $(8.4) million of adjustments to contingent consideration expense from previous acquisitions; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a $12.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $1.1 million reimbursement for transition services related to divested businesses, net of separation expenses; and a $0.5 million gain on the sale of a Cost Method investment. For the twelve months ended December 31, 2020, consisted of the following adjustments: $(7.5) million of Callcredit integration costs; $(7.0) million of acquisition expenses; a $(4.8) million loss on the impairment of a Cost Method investment; $(1.7) million of adjustments to contingent consideration expense from previous acquisitions; an $8.1 million remeasurement gain on notes receivable that were converted into equity upon acquisition and consolidation of an entity; 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; 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 twelve months ended December 31, 2022, $(28.4) million for certain legal and regulatory expenses; $(9.3) million of deferred loan fees written off as a result of the prepayments on our debt; and a $(6.3) million net loss from currency remeasurement of our foreign operations; ($1.9) million of loan fees and other. For the twelve months ended December 31, 2021, consisted of the following adjustme nts: $(17.9) million of deferred loan fees written off as a result of the prepayments on our debt; $(1.2) million in certain legal and regulat ory expenses; a $3.5 million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region ; and a $(3.7) million net loss from currency remeasurement of our foreign operations, loan fees and other. For the twelve months ended December 31, 2020, consisted of the following adjustments: $(34.7) million for certain legal expenses; $(0.9) million of deferred loan fees written off as a result of the prepayments on our debt; a $1.5 million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region ; and a $(1.4) million net loss from currency remeasurement of our foreign operations, loan fees and other. |
Other income and expense, net, included earnings (losses) from equity method investments | Earnings from equity method investments included in non-operating income and expense was as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets $ 1.0 $ 2.4 $ 2.6 International 12.0 9.6 6.4 Total $ 13.0 $ 12.0 $ 8.9 |
Reconciliation of Assets from Segment to Consolidated | Total assets, by segment, consisted of the following: (in millions) December 31, 2022 December 31, 2021 U.S. Markets $ 7,180.9 $ 6,934.8 International 2,675.7 2,921.2 Consumer Interactive 1,202.9 1,222.3 Total segment assets $ 11,059.5 $ 11,078.2 Corporate 1 606.8 1,556.8 Total assets $ 11,666.3 $ 12,635.0 |
Cash paid for capital expenditures, by segment | Cash paid for capital expenditures, by segment, was as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets $ 181.0 $ 145.3 $ 119.1 International 97.5 65.1 68.2 Consumer Interactive 17.7 11.8 12.8 Corporate 2.0 2.0 5.5 Total $ 298.2 $ 224.2 $ 205.6 |
Depreciation and amortization expense of continuing operations, by segment | Depreciation and amortization expense by segment was as follows: Twelve Months Ended December 31, (in millions) 2022 2021 2020 U.S. Markets $ 352.5 $ 222.0 $ 205.8 International 126.9 132.4 120.6 Consumer Interactive 34.8 16.8 14.6 Corporate 4.9 5.7 5.7 Total $ 519.0 $ 377.0 $ 346.8 |
Revenue based on the country | Percentage of revenue based on where it was earned, was as follows: Twelve Months Ended December 31, 2022 2021 2020 Domestic 80 % 76 % 77 % International 20 % 24 % 23 % |
Long-lived assets, other than financial instruments and deferred tax assets, based on the location of the legal entity that owns the asset | Percentage of long-lived assets, other than intangibles, financial assets, and deferred tax assets, based on the location of the legal entity that owns the asset, was as follows: As of December 31, 2022 2021 Domestic 78 % 82 % International 22 % 18 % |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments [Abstract] | |
Summary of future minimum payments for noncancelable operating leases, purchase obligations and other liabilities | Future minimum payments for noncancelable operating leases, purchase obligations and other liabilities in effect as of December 31, 2022, are payable as follows: (in millions) Operating Purchase Total 2023 $ 38.2 $ 150.3 $ 188.5 2024 29.4 88.6 118.0 2025 19.9 59.4 79.3 2026 15.6 29.7 45.3 2027 12.0 20.4 32.4 Thereafter 39.6 0.9 40.5 Totals $ 154.7 $ 349.3 $ 504.0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Component accumulated other comprehensive income (loss) | The following table sets forth the changes in each component of accumulated other comprehensive loss, net of tax: (in millions) Foreign Currency Net Unrealized Net Unrealized Accumulated Other Balance, December 31, 2019 $ (214.6) $ (37.2) $ 0.2 $ (251.6) Change 9.2 (29.9) 0.2 (20.5) Balance, December 31, 2020 $ (205.4) $ (67.1) $ 0.4 $ (272.1) Change (63.8) 50.5 — (13.3) Balance, December 31, 2021 $ (269.2) $ (16.6) $ 0.4 $ (285.4) Change (194.3) 195.2 (0.2) 0.9 Balance, December 31, 2022 $ (463.5) $ 178.6 $ 0.2 $ (284.5) |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies (Details Textual) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) performance_obligation segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Number of Operating Segments | segment | 3 | |||
Number of Types of Performance Obligations | performance_obligation | 2 | |||
Advertising costs | $ 87.7 | $ 92.9 | $ 89.8 | |
Expenses related to defined contribution profit sharing plan | 32.9 | 34.5 | 27.2 | |
Impairment of intangible assets, finite-lived | 0 | 0 | 0 | |
Accounts Receivable, Allowance for Credit Loss | 11 | 10.7 | 17.1 | $ 13.4 |
Accounts Receivable, Allowance for Credit Loss, Writeoff | (5.6) | (3.8) | (6.1) | |
Provision for losses on trade accounts receivable | 5.9 | (2.6) | 9.8 | |
Net Unrealized Gain/(Loss) On Available-for-sale Securities | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Other than Temporary Impairment Losses, Investments | 0 | 0 | $ 0 | |
Realized Investment Gains (Losses) | $ 0 | $ 0 | ||
Building and Building Improvements [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life of the asset | 20 years | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life | 3 years | |||
Minimum [Member] | Internal Use Software [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life | 3 years | |||
Minimum [Member] | Computer Equipment and Purchased Software [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life of the asset | 3 years | |||
Minimum [Member] | Other Assets [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life of the asset | 5 years | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life | 40 years | |||
Maximum [Member] | Internal Use Software [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life | 10 years | |||
Maximum [Member] | Computer Equipment and Purchased Software [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life of the asset | 7 years | |||
Maximum [Member] | Other Assets [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Estimated useful life of the asset | 7 years | |||
Stand Ready Performance Obligations [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Revenue, Performance Obligation, Description of Good or Service | Stand Ready Performance Obligations | |||
Other Performance Obligations [Member] | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Revenue, Performance Obligation, Description of Good or Service | Other Performance Obligations |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Apr. 08, 2022 | Dec. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Revenue | $ 3,709.9 | $ 2,960.2 | $ 2,530.6 | |||
Net income | (284.7) | (1,402.2) | (355.6) | |||
Business combination, acquisition related costs | 23.7 | |||||
Goodwill | $ 5,551.4 | 5,551.4 | 5,525.7 | 3,226.6 | ||
U.S. Markets | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | 2,447.3 | 1,791 | 1,510.7 | |||
Goodwill | 3,602.7 | 3,602.7 | $ 3,454.6 | $ 1,562.3 | ||
Neustar | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, acquisition related costs | 29.7 | |||||
Business acquisition, percentage of voting interests acquired | 100% | |||||
Business combination, consideration transferred | $ 3,100.1 | |||||
Cash and cash equivalents | 122.7 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 118.7 | |||||
Other current assets | 24.6 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 42.1 | |||||
Goodwill | 1,882.2 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,510 | |||||
Sontiq | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||
Business combination, consideration transferred | $ 642.6 | |||||
Cash and cash equivalents | 17.8 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 10 | |||||
Other current assets | 1.6 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1.8 | 3.4 | 3.4 | |||
Goodwill | 437.8 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 237.2 | |||||
TransUnion and Neustar combined | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | 3,742.7 | |||||
Cash and cash equivalents | 140.4 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 128.7 | |||||
Other current assets | 26.2 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 43.9 | |||||
Goodwill | 2,320 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,747.2 | |||||
Tru Optik | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||
Signal And TruSignal | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||
TransUnion | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, acquisition related costs | 88.2 | |||||
Verisk Financial Services | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | 71.5 | |||||
Net income | (2.8) | |||||
Business combination, acquisition related costs | $ 11.7 | |||||
Business acquisition, percentage of voting interests acquired | 100% | |||||
Business combination, consideration transferred | $ 505.7 | |||||
Cash and cash equivalents | 4.1 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 26 | |||||
Other current assets | 3.3 | |||||
Business Combination, Recognized Assets Acquired and Liabilities Assumed, Disposal Group Including Discontinued Operations, Assets, Current | 16.5 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 6.6 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2.1 | |||||
Goodwill | 167.5 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 195 | |||||
Purchase price adjustment | $ 2.3 |
Business Acquisitions - Assets
Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Apr. 08, 2022 | Dec. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets acquired: | ||||||
Goodwill | $ 5,551.4 | $ 5,551.4 | $ 5,525.7 | $ 3,226.6 | ||
Liabilities assumed: | ||||||
Goodwill, Purchase Accounting Adjustments | (26) | $ (7.9) | ||||
Intangible Purchase Price Adjustment | 25 | |||||
Neustar | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 3,100.1 | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 122.7 | |||||
Trade accounts receivable | 118.7 | |||||
Other current assets | 24.6 | |||||
Right of use lease assets | 83.2 | |||||
Property, plant and equipment1 | 42.1 | |||||
Goodwill | 1,882.2 | |||||
Other assets | 5.4 | |||||
Total assets acquired | 3,788.9 | |||||
Liabilities assumed: | ||||||
Accounts payable | 29.1 | |||||
Other current liabilities | 154.7 | |||||
Deferred revenue | 49.3 | |||||
Operating lease liabilities | 87.8 | |||||
Other liabilities | 13.4 | |||||
Deferred tax liabilities1 | 354.4 | 10.7 | 10.7 | |||
Total liabilities assumed | 688.8 | |||||
Net assets acquired: | 3,100.1 | |||||
Business acquisition, goodwill, expected tax deductible amount | 285.9 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,510 | |||||
Goodwill, Purchase Accounting Adjustments | 18.1 | |||||
Payments for Previous Acquisition | 6.5 | |||||
Sontiq | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | 642.6 | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 17.8 | |||||
Trade accounts receivable | 10 | |||||
Other current assets | 1.6 | |||||
Right of use lease assets | 2.4 | |||||
Property, plant and equipment1 | 1.8 | 3.4 | 3.4 | |||
Goodwill | 437.8 | |||||
Other assets | 0.2 | |||||
Total assets acquired | 708.7 | |||||
Liabilities assumed: | ||||||
Accounts payable | 7.3 | |||||
Other current liabilities | 4.8 | |||||
Deferred revenue | 19.1 | |||||
Operating lease liabilities | 2.4 | |||||
Other liabilities | 0.1 | |||||
Deferred tax liabilities1 | 32.4 | 11.8 | 11.8 | |||
Total liabilities assumed | 66.1 | |||||
Net assets acquired: | 642.6 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 237.2 | |||||
Payments for Previous Acquisition | $ 7.9 | |||||
TransUnion and Neustar combined | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | 3,742.7 | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 140.4 | |||||
Trade accounts receivable | 128.7 | |||||
Other current assets | 26.2 | |||||
Right of use lease assets | 85.6 | |||||
Property, plant and equipment1 | 43.9 | |||||
Goodwill | 2,320 | |||||
Other assets | 5.6 | |||||
Total assets acquired | 4,497.6 | |||||
Liabilities assumed: | ||||||
Accounts payable | 36.4 | |||||
Other current liabilities | 159.6 | |||||
Deferred revenue | 68.5 | |||||
Operating lease liabilities | 90.1 | |||||
Other liabilities | 13.5 | |||||
Deferred tax liabilities1 | 386.8 | |||||
Total liabilities assumed | 754.9 | |||||
Net assets acquired: | 3,742.7 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,747.2 | |||||
Verisk Financial Services | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 505.7 | |||||
Assets acquired: | ||||||
Cash and cash equivalents | 4.1 | |||||
Trade accounts receivable | 26 | |||||
Other current assets | 3.3 | |||||
Property, plant and equipment1 | 2.1 | |||||
Goodwill | 167.5 | |||||
Other assets | 29 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Disposal Group, Including Discontinued Operation, Other Assets | 126.9 | |||||
Business Combination, Recognized Assets Acquired and Liabilities Assumed, Disposal Group Including Discontinued Operations, Assets, Current | 16.5 | |||||
Total assets acquired | 577 | |||||
Liabilities assumed: | ||||||
Accounts payable | 4 | |||||
Other current liabilities | 7.6 | |||||
Business Combination, Recognized Assets Acquired and Liabilities Assumed, Disposal Group Including Discontinued Operations, Liabilties, Current | 7.8 | |||||
Deferred revenue | 4.6 | |||||
Operating lease liabilities | 6.5 | |||||
Other liabilities | 0.1 | |||||
Business Combination, Recognized Assets Acquired and Liabilities Assumed, Disposal Group Including Discontinued Operations, Other Liabilities | 0.6 | |||||
Deferred tax liabilities1 | 40.2 | |||||
Total liabilities assumed | 71.4 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 6.6 | |||||
Net assets acquired: | 505.7 | |||||
Business acquisition, goodwill, expected tax deductible amount | 46.8 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 195 | |||||
Goodwill, Purchase Accounting Adjustments | 18.3 | |||||
Increase (Decrease) in Deferred Income Taxes | $ 4.5 |
Business Acquisitions - Identif
Business Acquisitions - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Apr. 08, 2022 | Dec. 01, 2021 |
Neustar | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1,510 | |
Weighted-Average Amortization Period | 16 years | |
Neustar | Customer related assets | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1,180 | |
Weighted-Average Amortization Period | 18 years | |
Neustar | Technology and software | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 320 | |
Weighted-Average Amortization Period | 10 years | |
Neustar | Trade names and trademarks | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 10 | |
Weighted-Average Amortization Period | 1 year | |
Neustar | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 0 | |
Weighted-Average Amortization Period | 0 years | |
Sontiq | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 237.2 | |
Weighted-Average Amortization Period | 15 years | |
Sontiq | Customer related assets | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 183.3 | |
Weighted-Average Amortization Period | 17 years | |
Sontiq | Technology and software | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 49.7 | |
Weighted-Average Amortization Period | 10 years | |
Sontiq | Trade names and trademarks | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1.5 | |
Weighted-Average Amortization Period | 1 year | |
Sontiq | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 2.7 | |
Weighted-Average Amortization Period | 2 years | |
Verisk Financial Services | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 195 | |
Weighted-Average Amortization Period | 16 years | |
Verisk Financial Services | Customer related assets | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 171 | |
Weighted-Average Amortization Period | 18 years | |
Verisk Financial Services | Technology and software | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 22 | |
Weighted-Average Amortization Period | 7 years | |
Verisk Financial Services | Trade names and trademarks | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 2 | |
Weighted-Average Amortization Period | 1 year | |
Verisk Financial Services | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 0 | |
Weighted-Average Amortization Period | 0 years |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma (Details) - Neustar - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 3,493.2 | $ 3,064.5 |
Pro-forma net income from continuing operations attributable to TransUnion | $ 247.6 | $ 72.9 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 30, 2022 | Apr. 08, 2022 | Dec. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposal of discontinued operations | $ 103.6 | $ 1,706.8 | $ 1.6 | |||
Discontinued Operations, Disposed of by Sale | Healthcare Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposal of discontinued operations | $ 1,706.4 | |||||
Income (loss) from discontinued operations, net of tax, including portion attributable to noncontrolling interest | 17.4 | 1,031.7 | 49.8 | |||
Gain on sale of discontinued operations, net of tax | 0.5 | $ 982.5 | $ 0 | |||
Proceeds from disposal, net of taxes | $ 1,400 | |||||
Discontinued Operations, Disposed of by Sale | Verisk Financial Services | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposal of discontinued operations | $ 103.6 | |||||
Noncash or Part Noncash Divestiture, Description | 173.9 million | |||||
Discontinued Operations, Disposed of by Sale | Non-core Businesses | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, including discontinued operation, accounts, notes and loans receivable, face value | $ 72 | |||||
Disposal group, including discontinued operation, accounts, notes and loans receivable, net | 70.3 | |||||
Gain (loss) on disposition of business | $ 7.5 | |||||
Healthcare Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net Working Capital Adjustment | $ 0.5 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | |||
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Discontinued operations, net of tax | Discontinued operations, net of tax | Discontinued operations, net of tax |
Discontinued Operations, Disposed of by Sale | Healthcare Business | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | $ 36.7 | $ 184.8 | $ 185.9 |
Operating expenses | |||
Cost of services (exclusive of depreciation and amortization below) | 11.7 | 65.6 | 66.5 |
Selling, general and administrative | 14.9 | 39.1 | 30.6 |
Depreciation and amortization | 0 | 16.5 | 21.1 |
Disposal Group, Including Discontinued Operation, Operating Expense | 26.6 | 121.2 | 118.2 |
Operating income of discontinued operations | 10.1 | 63.6 | 67.7 |
Non-operating income and (expense) | (0.5) | 1.9 | (1.4) |
Income before income taxes from discontinued operations | 9.6 | 65.5 | 66.3 |
Provision for income taxes | (0.1) | (16.3) | (16.5) |
Gain on sale of discontinued operations, net of tax | 0.5 | 982.5 | 0 |
Discontinued operations, net of tax | 17.4 | $ 1,031.7 | $ 49.8 |
Discontinued Operations, Disposed of by Sale | Healthcare and Argus Business | |||
Operating expenses | |||
Gain on sale of discontinued operations, net of tax | $ 8 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other current assets | ||
Prepaid expenses | $ 145.1 | $ 136.2 |
Marketable securities (Note 19) | 2.6 | 3.1 |
Contract assets (Note 15) | 11.4 | 5.2 |
Other | 103.6 | 87.1 |
Other current assets | $ 262.7 | $ 231.6 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment | ||
Computer equipment and furniture | $ 555.7 | $ 511.8 |
Purchased software | 227.6 | 218.3 |
Building and building improvements | 143.1 | 139.9 |
Land | 3.2 | 3.2 |
Total cost of property, plant and equipment | 929.6 | 873.1 |
Less: accumulated depreciation | (711.3) | (625.4) |
Total property, plant and equipment, net of accumulated depreciation | $ 218.2 | $ 247.7 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant and Equipment (Textual) [Abstract] | |||
Depreciation | $ 105.9 | $ 98.8 | $ 94 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in the carrying amount of goodwill | ||
Beginning balance | $ 5,525.7 | $ 3,226.6 |
Purchase accounting adjustments related to acquisition of TransUnion Corp | (26) | (7.9) |
Goodwill, Acquired During Period | 167.5 | 2,346 |
Foreign exchange rate adjustment | (115.8) | 39 |
Ending balance | 5,551.4 | 5,525.7 |
UNITED KINGDOM | ||
Changes in the carrying amount of goodwill | ||
Ending balance | 681.2 | |
U.S. Markets [Member] | ||
Changes in the carrying amount of goodwill | ||
Beginning balance | 3,454.6 | 1,562.3 |
Purchase accounting adjustments related to acquisition of TransUnion Corp | 18.1 | 7.9 |
Goodwill, Acquired During Period | 167.5 | 1,900.2 |
Foreign exchange rate adjustment | (1.3) | 0 |
Ending balance | 3,602.7 | 3,454.6 |
International [Member] | ||
Changes in the carrying amount of goodwill | ||
Beginning balance | 1,384.1 | 1,423.1 |
Purchase accounting adjustments related to acquisition of TransUnion Corp | 0 | 0 |
Goodwill, Acquired During Period | 0 | 0 |
Foreign exchange rate adjustment | (114.5) | 39 |
Ending balance | 1,269.6 | 1,384.1 |
Consumer Interactive [Member] | ||
Changes in the carrying amount of goodwill | ||
Beginning balance | 687 | 241.2 |
Purchase accounting adjustments related to acquisition of TransUnion Corp | 7.9 | 0 |
Goodwill, Acquired During Period | 0 | 445.8 |
Foreign exchange rate adjustment | 0 | 0 |
Ending balance | $ 679.1 | $ 687 |
Goodwill (Details Textual)
Goodwill (Details Textual) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill (Textual) [Abstract] | |||
Accumulated goodwill impairment losses | $ 0 | ||
Goodwill | $ 5,551,400,000 | $ 5,525,700,000 | $ 3,226,600,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 5,944.1 | $ 5,679.5 |
Other intangibles accumulated amortization of | 2,268.6 | 1,908.9 |
Finite-Lived Intangible Assets, Net, Total | 3,675.5 | 3,770.6 |
Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,048.6 | 1,918.1 |
Other intangibles accumulated amortization of | 330.9 | 225.3 |
Finite-Lived Intangible Assets, Net, Total | 1,717.7 | 1,692.8 |
Internal Use Software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,959.8 | 1,765.9 |
Other intangibles accumulated amortization of | 1,029.8 | 874.5 |
Finite-Lived Intangible Assets, Net, Total | 930 | 891.4 |
Database and credit files [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,337.7 | 1,403.3 |
Other intangibles accumulated amortization of | 725.6 | 655 |
Finite-Lived Intangible Assets, Net, Total | 612.1 | 748.3 |
Trademarks, copyrights and patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 587.7 | 581.9 |
Other intangibles accumulated amortization of | 173.2 | 146.7 |
Finite-Lived Intangible Assets, Net, Total | 414.5 | 435.2 |
Non-compete agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 10.5 | 10.3 |
Other intangibles accumulated amortization of | 9.1 | 7.4 |
Finite-Lived Intangible Assets, Net, Total | $ 1.4 | $ 2.9 |
Intangible Assets - Rollfoward
Intangible Assets - Rollfoward (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross | $ 5,679.5 |
Accumulated Amortization | (1,908.9) |
Net | 3,770.6 |
Gross | 5,944.1 |
Accumulated Amortization | (2,268.6) |
Net | 3,675.5 |
Business acquisitions | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | 193.4 |
Finite-Lived Intangible Assets, Accumulated Amortization, Increase (Decrease) | 0 |
Finite-Lived Intangible Assets, Increase (Decrease), Net | 193.4 |
Developed internal use software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | 214.4 |
Finite-Lived Intangible Assets, Accumulated Amortization, Increase (Decrease) | 0 |
Finite-Lived Intangible Assets, Increase (Decrease), Net | 214.4 |
Amortization | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization, Increase (Decrease) | (413.1) |
Finite-Lived Intangible Assets, Increase (Decrease), Net | (413.1) |
Reclassified to assets-held-for-sale | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | (13.8) |
Finite-Lived Intangible Assets, Accumulated Amortization, Increase (Decrease) | 0 |
Finite-Lived Intangible Assets, Increase (Decrease), Net | (13.8) |
Disposals | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | (15.9) |
Finite-Lived Intangible Assets, Accumulated Amortization, Increase (Decrease) | 14.7 |
Finite-Lived Intangible Assets, Increase (Decrease), Net | (1.2) |
Foreign exchange rate adjustment | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | (113.5) |
Finite-Lived Intangible Assets, Accumulated Amortization, Increase (Decrease) | 38.7 |
Finite-Lived Intangible Assets, Increase (Decrease), Net | $ (74.8) |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated future amortization expense related to purchased intangible | ||
2021 | $ 417.8 | |
2022 | 390.4 | |
2023 | 369.3 | |
2024 | 347.4 | |
2025 | 288.6 | |
Thereafter | 1,862 | |
Finite-Lived Intangible Assets, Net, Total | $ 3,675.5 | $ 3,770.6 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | ||
Amortization expense for intangible assets | $ 413.1 | $ 278.2 | $ 252.7 |
Minimum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Maximum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 40 years | ||
Database and credit files [Member] | Minimum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||
Database and credit files [Member] | Maximum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Internal Use Software [Member] | Minimum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Internal Use Software [Member] | Maximum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Customer relationships [Member] | Minimum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Customer relationships [Member] | Maximum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Trademarks, copyrights and patents [Member] | Minimum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||
Trademarks, copyrights and patents [Member] | Maximum [Member] | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Trade Names | |||
Intangible Assets (Textual) [Abstract] | |||
Finite-Lived Intangible Asset, Useful Life | 40 years |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other Assets [Abstract] | ||
Investments in affiliated companies (Note 9) | $ 265.9 | $ 240.5 |
Right-of-use lease assets (Note 2 and 13) | 127.4 | 145.1 |
Interest rate swaps (Notes 12 and 19) | 237.7 | 12.1 |
Note Receivable (Note 3 and 19) | 70.3 | 0 |
Deferred Income Tax Asset (Note 17) | 8.2 | 10 |
Other | 61.5 | 51.3 |
Total other assets | $ 771 | $ 459 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets, Total other assets | Other current assets, Total other assets |
Investments in Affiliated Com_3
Investments in Affiliated Companies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments in Affiliated Companies [Abstract] | |||
Equity Method investments | $ 49.8 | $ 46.1 | |
Cost Method Investments | 213.1 | 192.6 | |
Limited Partnership investment | 3 | 1.8 | |
Total investments in affiliated companies (Note 8) | 265.9 | 240.5 | |
Earnings from equity method investments | 13 | 12 | $ 8.9 |
Dividends received from equity method investments | $ 11.6 | 11 | 8.2 |
Cost-method Investments, Other than Temporary Impairment | 4.8 | 4.8 | |
Cost-method Investments, Realized Gain (Loss) | $ 12.5 | $ 2.5 |
Investments in Affiliated Com_4
Investments in Affiliated Companies (Details Textual) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Investments in and Advances to Affiliates [Line Items] | ||
Equity Method investments | $ 49.8 | $ 46.1 |
Other Assets [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity Method investments | $ 25.1 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other current liabilities | ||
Accrued payroll and employee benefits | $ 8 | $ 351.1 |
Accrued legal and regulatory matters (Note 22) | 208.5 | 279.9 |
Other | 125 | 85.6 |
Deferred revenue (Note 15) | 111.9 | 133.6 |
Operating lease liabilities (Note 13) | 33.7 | 38.4 |
Income taxes payable (Note 3 and Note 17) | 0 | 16.8 |
Contingent consideration (Note 19) | 53.5 | 66.8 |
Total other current liabilities | $ 540.5 | $ 972.2 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other current liabilities | Total other current liabilities |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Operating lease liabilities (Note 13) | $ 102 | $ 119.1 |
Unrecognized tax benefits, net of indirect tax effects (Note 17) | 40.1 | 40.7 |
Deferred revenue (Note 15) | 5.3 | 6.5 |
Interest rate swaps (Notes 12 and 19) | 34.5 | |
Other | 16.5 | 20.2 |
Total other liabilities | $ 173.9 | $ 232.9 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other liabilities | Total other liabilities |
Fair Value, Recurring [Member] | ||
Derivative [Line Items] | ||
Interest rate swaps (Notes 12 and 19) | $ 34.5 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Derivative [Line Items] | ||
Interest rate swaps (Notes 12 and 19) | $ 0 | 0 |
Put Option | ||
Derivative [Line Items] | ||
Put option (Note 9 and 19) | $ 10 | $ 11.9 |
Debt Outstanding (Details)
Debt Outstanding (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2021 |
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations Outstanding | $ 5,670.1 | $ 6,365.9 | |
Less short-term debt and current portion of long-term debt | (114.6) | (114.6) | |
Long-term debt | 5,555.5 | 6,251.3 | |
Senior Secured Term Loan B-5 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 2,184.4 | 2,217 | |
Debt and Capital Lease Obligations Outstanding | 2,203.3 | 2,227.1 | |
Debt Instrument, Unamortized Discount (Premium), Net | 2.5 | 3.2 | |
Debt Issuance Costs, Noncurrent, Net | $ 6.2 | $ 7.7 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 6.13% | 1.85% | |
Senior Secured Term Loan A-3 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Fair Value Disclosure | $ 1,026.6 | $ 1,076.1 | |
Debt and Capital Lease Obligations Outstanding | 1,033 | 1,089.4 | |
Debt Instrument, Unamortized Discount (Premium), Net | 1.3 | 1.9 | |
Debt Issuance Costs, Noncurrent, Net | $ 0.8 | $ 1.2 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 6.13% | 1.35% | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations Outstanding | $ 0 | $ 0 | |
Finance leases | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations Outstanding | 0.1 | 0.2 | |
Senior Secured Term Loan B-6 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 2,450.5 | 3,096.1 | |
Debt and Capital Lease Obligations Outstanding | 2,433.7 | 3,049.2 | |
Debt Instrument, Unamortized Discount (Premium), Net | 5.3 | 7.7 | $ 7.8 |
Debt Issuance Costs, Noncurrent, Net | $ 29.9 | $ 43.1 | $ 43.6 |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 6.63% | 2.75% |
Schedule of Debt Matuities (Det
Schedule of Debt Matuities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Schedule of Debt Maturities | |
2023 | $ 114.6 |
2024 | 1,034.5 |
2025 | 57 |
2026 | 2,165 |
2027 | 31 |
Thereafter | 2,314 |
Unamortized original issue discounts and deferred financing fees | (46) |
Total debt | 5,670.1 |
2022 Interest Rate Swap | |
Debt Instrument [Line Items] | |
Derivative, Notional Amount | $ 1,320 |
Senior Secured Credit Facility
Senior Secured Credit Facility (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2021 | |
Debt Instrument [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 9.3 | $ 17.9 | $ 0.9 | ||
Debt and Lease Obligation | 5,670.1 | 6,365.9 | |||
Incremental Borrowings, Amount | $ 1,000 | ||||
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA | 100% | ||||
Incremental Borrowings Criteria, Senior Secured Leverage ratio | 4.25 | ||||
Net Leverage Ratio Requirement | 5.5 | ||||
Covenant Dividend Restriction Amount | $ 100 | ||||
Covenant Dividend Restriction Percentage of Consolidated EBITDA | 10% | ||||
Net Leverage Ratio Requirement, Dividends | 4.75 | ||||
2021 Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Derivative, Notional Amount | $ 1,584 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt and Lease Obligation | 0 | ||||
Letters of Credit Outstanding, Amount | 0.1 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 299.9 | ||||
Senior Secured Term Loan B-5 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount (Premium), Net | 2.5 | 3.2 | |||
Debt Issuance Costs, Noncurrent, Net | $ 6.2 | 7.7 | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Principle Payment Quarterly Percent | 0.25% | ||||
Debt and Lease Obligation | $ 2,203.3 | 2,227.1 | |||
Senior Secured Term Loan A-3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount (Premium), Net | 1.3 | 1.9 | |||
Debt Issuance Costs, Noncurrent, Net | $ 0.8 | 1.2 | |||
Principle Payment Quarterly Percent | 0.625% | ||||
Stepped-up Percent Principle Payment | 1.25% | ||||
Debt and Lease Obligation | $ 1,033 | 1,089.4 | |||
Senior Secured Term Loan B-6 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount (Premium), Net | 5.3 | 7.7 | $ 7.8 | ||
Debt Issuance Costs, Noncurrent, Net | $ 29.9 | 43.1 | 43.6 | ||
Debt Instrument, Face Amount | 3,100 | ||||
Principle Payment Quarterly Percent | 0.25% | ||||
Debt and Lease Obligation | $ 2,433.7 | 3,049.2 | |||
Senior Secured Term Loan B-6 | Interest Rate Floor | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Senior Secured Term Loan B-6 | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2% | ||||
Senior Secured Term Loan B-6 | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
Second Lien Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount (Premium), Net | 3.2 | ||||
Debt Issuance Costs, Noncurrent, Net | 14.3 | ||||
Debt Instrument, Face Amount | $ 640 | ||||
Debt Instrument, Basis Spread on Variable Rate | 5% | ||||
Second Lien Term Loan | Unamortized Original Issue Discount | |||||
Debt Instrument [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 3.2 | ||||
Second Lien Term Loan | Deferred Fees | |||||
Debt Instrument [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 14.2 | ||||
Senior Secured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 9.3 | 0.5 | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | 600 | $ 85 | |||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Excess Principal Payments | $ 0 | ||||
Minimum 1 [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | ||||
Minimum 1 [Member] | Senior Secured Term Loan A-3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Minimum 1 [Member] | Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Percentage of Excess Cash Flows to Determine Principal Payment | 0% | ||||
Mid-Point [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||||
Mid-Point [Member] | Senior Secured Term Loan A-3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Maximum 1 [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | ||||
Maximum 1 [Member] | Senior Secured Term Loan A-3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Maximum 1 [Member] | Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Percentage of Excess Cash Flows to Determine Principal Payment | 50% |
Debt - Interest Rate Hedging (D
Debt - Interest Rate Hedging (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | $ (195.2) | $ (50.5) | $ 29.9 | |
Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | (260.1) | (67.3) | 43.5 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | (195.2) | 50.5 | 32.7 | |
Interest Expense (Income), Hedge, Gross Of Tax | 8.3 | 41.8 | 32.3 | |
Interest Expense, (Income), Hedge, Net Of Tax | 6.2 | 31.4 | 23.3 | |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 102.4 | |||
Interest Rate Cap [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Cap Interest Rate | 0.75% | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 0 | $ 0 | $ (4.1) | |
2021 Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Derivative, Notional Amount | 1,584 | |||
2020 3 year Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Notional Amount | 1,100 | |||
2022 Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Derivative, Notional Amount | $ 1,320 | |||
Minimum [Member] | Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 2.702% | |||
Minimum [Member] | 2021 Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 1.428% | |||
Minimum [Member] | 2020 3 year Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 0.9125% | |||
Minimum [Member] | 2022 Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 441.05% | |||
Maximum [Member] | Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 2.706% | |||
Maximum [Member] | 2021 Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 1.436% | |||
Maximum [Member] | 2020 3 year Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 0.928% | |||
Maximum [Member] | 2022 Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Derivative, Fixed Interest Rate | 444.65% |
Fair Value of Debt (Details)
Fair Value of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Senior Secured Term Loan B-6 | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 2,450.5 | $ 3,096.1 |
Senior Secured Term Loan B-5 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 2,184.4 | 2,217 |
Senior Secured Term Loan A-3 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 1,026.6 | $ 1,076.1 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Leased Assets [Line Items] | |||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 4 months 24 days | 6 years 7 months 6 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.20% | 4.10% | |
Operating Lease, Cost | $ 44.5 | $ 30.4 | $ 33.4 |
Operating Lease, Payments | 36.5 | $ 30.9 | $ 34.2 |
Leases Maturity Schedule [Abstract] | |||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 38.2 | ||
Finance Lease, Liability, Payments, Due Next Twelve Months | 0.1 | ||
Total, 2021 | 188.5 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Two | 29.4 | ||
Finance Lease, Liability, Payments, Due Year Two | 0 | ||
Total, 2022 | 118 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Three | 19.9 | ||
Finance Lease, Liability, Payments, Due Year Three | 0 | ||
Total, 2023 | 79.3 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Four | 15.6 | ||
Finance Lease, Liability, Payments, Due Year Four | 0 | ||
Total, 2024 | 45.3 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Five | 12 | ||
Finance Lease, Liability, Payments, Due Year Five | 0 | ||
Total, 2025 | 32.4 | ||
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 39.6 | ||
Finance Lease, Liability, Payments, Due after Year Five | 0 | ||
Total, Thereafter | 40.5 | ||
Finance Lease, Liability, Undiscounted Excess Amount | 0 | ||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | $ (19) | ||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities, Other liabilities | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities, Other liabilities | ||
Operating Lease, Liability | $ 135.7 | ||
Finance Lease, Liability | 0.1 | ||
Totals | 504 | ||
Obligations | |||
Leases Maturity Schedule [Abstract] | |||
Total, 2021 | 38.3 | ||
Total, 2022 | 29.4 | ||
Total, 2023 | 19.9 | ||
Total, 2024 | 15.6 | ||
Total, 2025 | 12 | ||
Total, Thereafter | 39.6 | ||
Lessee, Lease, Liability, Undiscounted Excess Amount | (19) | ||
Totals | $ 135.8 | ||
Maximum [Member] | |||
Schedule of Leased Assets [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 10 years 2 months 12 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | 15 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 07, 2018 | Jun. 30, 2022 | Mar. 30, 2021 | Feb. 13, 2017 | |
Common Stock, Dividends, Per Share, Declared | $ 0.105 | $ 0.095 | $ 0.075 | |||||
Stock Repurchase Program, Authorized Amount | $ 300 | |||||||
Stock Repurchase Program, Period in Force | 3 years | |||||||
Stock Repurchase Program, Amount Repurchased | $ 133.5 | $ 133.5 | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 166.5 | $ 166.5 | ||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 32.5 | $ 36.8 | $ 36.1 | |||||
Dividend Paid [Member] | ||||||||
Dividends, Common Stock, Cash | $ 77.8 | $ 69.8 | $ 57.6 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 800,000 | 1,200,000 | 1,100,000 |
Revenue (Details)
Revenue (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) performance_obligation | |
Disaggregation of Revenue [Line Items] | |
Number of Types of Performance Obligations | performance_obligation | 2 |
Contract with Customer, Refund Liability | $ 0 |
Revenue to be recognized rolling next two years | 117 |
Revenue to be recognized rolling after two years | $ 78 |
Stand Ready Performance Obligations [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue, Performance Obligation, Description of Good or Service | Stand Ready Performance Obligations |
Other Performance Obligations [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue, Performance Obligation, Description of Good or Service | Other Performance Obligations |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average shares outstanding | 192.5 | 191.4 | 189.9 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0.7 | 1.6 | 2.3 |
Income (Loss) from Continuing Operations, Per Basic Share | $ 1.31 | $ 1.86 | $ 1.54 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | $ 0.09 | $ 5.39 | $ 0.26 |
Income from continuing operations | $ 267.3 | $ 370.5 | $ 305.7 |
Net Income (Loss) Attributable to Noncontrolling Interest | (15.2) | (15) | (12.4) |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 252.1 | 355.5 | 293.4 |
Discontinued operations, net of tax | 17.4 | 1,031.7 | 49.8 |
Net income | $ 269.5 | $ 1,387.1 | $ 343.2 |
Income (Loss) from Continuing Operations, Per Diluted Share | $ 1.31 | $ 1.84 | $ 1.53 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0.09 | 5.35 | 0.26 |
Earnings Per Share, Basic | $ 1.40 | $ 7.25 | $ 1.81 |
Weighted average dilutive shares outstanding | 193.1 | 193 | 192.2 |
Earnings Per Share, Diluted | $ 1.40 | $ 7.19 | $ 1.79 |
Antidilutive weighted stock-based awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive stock outstanding | 1 | 1 | 1 |
Contingently Issuable Performance-Based Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive stock outstanding | 0.2 | 0.1 | 1.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | |||
Current | $ 102.7 | $ 62 | $ 55.9 |
Deferred | (55.9) | (9.3) | (8) |
State | |||
Current | 28.8 | 18.8 | 11.6 |
Deferred | (14.6) | 0 | (4.4) |
Foreign | |||
Current | 77.3 | 67.3 | 52.4 |
Deferred | (18.4) | (7.9) | (23.7) |
Total (benefit) provision for income taxes | 119.9 | 130.9 | 83.7 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 10.1 | $ 7.6 | $ 4.8 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ 155.7 | $ 318.3 | $ 258.5 |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 231.5 | 183.1 | 131 |
Income from continuing operations before income taxes | $ 387.2 | $ 501.4 | $ 389.5 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 81.3 | $ 105.3 | $ 81.8 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 8.1 | 15.5 | 8.4 |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | (4.6) | (6.8) | (9.4) |
Effective Income Tax Rate Reconciliation, Deductible Expense, Share-based Compensation Cost, Amount | (5) | (10.8) | (25.3) |
Foreign tax law changes | (0.1) | 22.7 | (0.1) |
Effective Income Tax Rate Reconciliation, Uncertain Tax Positions, Amount | 5.7 | 4.6 | 8.3 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 18.3 | (5) | 8.3 |
Foreign withholding taxes | 9.6 | 6.5 | 5.2 |
Income Tax Reconciliation Dividends and Tax Credits Foreign, Amount | (1.4) | (15.1) | 4.9 |
U.S. Federal R&D tax credit | (9.7) | (6.4) | (4.4) |
Nondeductible expenses | 14 | 20 | 2.6 |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | 3.7 | 0.4 | 3.3 |
Total (benefit) provision for income taxes | $ 119.9 | $ 130.9 | $ 83.7 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 2.10% | 3.10% | 2.20% |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | (1.20%) | (1.30%) | (2.40%) |
Effective Income Tax Rate Reconciliation, Deductible Expense, Share-based Compensation Cost, Percent | (1.30%) | (2.20%) | (6.50%) |
Foreign tax law changes | 0% | 4.50% | 0% |
Effective Income Tax Rate Reconciliation, Uncertain Tax Positions, Percent | 1.50% | 0.90% | 2.10% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 4.70% | (1.00%) | 2.10% |
Foreign withholding taxes | 2.50% | 1.30% | 1.30% |
Effective Income Tax Rate Reconciliation Dividend and Tax Credits Foreign, Percent | (0.40%) | (3.00%) | 1.20% |
U.S. Federal R&D tax credit | (2.50%) | (1.30%) | (1.10%) |
Nondeductible expenses | 3.60% | 4% | 0.70% |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 1% | 0.10% | 0.90% |
Effective Income Tax Rate Reconciliation, Percent | 31% | 26.10% | 21.50% |
Components of Deferred Tax Assets [Abstract] | |||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Other | $ 19.5 | $ 16.8 | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits | 25.5 | 22.5 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements | 10.7 | 13.2 | |
Deferred Tax Assets, Hedging Transactions | 0 | 5.6 | |
Deferred Tax Assets, Operating Loss Carryforwards | 179.2 | 169 | |
Deferred Tax Asset, Leases | 38.4 | 41.5 | |
Deferred Tax Assets, Tax Deferred Expense, Other | 37.7 | 0 | |
Deferred Tax Assets, Other | 36.7 | 38.4 | |
Deferred Tax Assets, Gross, Total | 347.7 | 307 | |
Deferred Tax Assets, Valuation Allowance | (98.9) | (70.8) | |
Deferred Tax Assets, Net of Valuation Allowance, Total | 248.8 | 236.2 | |
Components of Deferred Tax Liabilities [Abstract] | |||
Deferred Tax Liabilities, Property, Plant and Equipment | (874.9) | (947.5) | |
Deferred Tax Liability, Right of Use | (36) | (38.9) | |
Deferred Tax Liabilities, Undistributed Foreign Earnings | (14.6) | (10) | |
Deferred Tax Liabilities Finance Cost | 0 | (0.5) | |
Deferred Income Tax Liability, Investment in Affiliates | (7.3) | (8.9) | |
Deferred Tax Liabilities, Hedged Investments | (59.3) | 0 | |
Deferred Tax Liabilities, Other | (10.5) | (8.1) | |
Deferred Tax Liabilities, Gross | (1,002.6) | (1,013.9) | |
Deferred Tax Liabilities, Net | $ (753.8) | $ (777.8) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unrecognized tax benefits | |||
Balance as of beginning of period | $ 45.8 | $ 36.9 | $ 32.8 |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 0.3 | 5.6 | 6.2 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (3.7) | (4.5) | (3.6) |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 3.2 | 2.8 | 1.6 |
Reductions relating to settlement and lapse of statute | (0.4) | (0.4) | 0 |
Balance as of December 31 | 45.1 | 45.8 | 36.9 |
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ (0.1) | $ (5.3) | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | (31.00%) | (26.10%) | (21.50%) | |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | $ 3.7 | $ 0.4 | $ 3.3 | |
Deferred Income Tax Asset (Note 17) | 8.2 | 10 | ||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount | $ 98.9 | 70.8 | ||
Foreign credit carryforward expiration period | 10 years | |||
State loss carryforward expiration period | 1 year | |||
State credit carryforward expiration period | 1 year | |||
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | $ 63.4 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 28.8 | |||
Deferred Tax Assets, Operating Loss Carryforwards | 179.2 | 169 | ||
Unrecognized Tax Benefits | 45.1 | 45.8 | 36.9 | $ 32.8 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 30.5 | 28.3 | 18.5 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 10.1 | $ 7.6 | $ 4.8 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% | |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 7.3 | |||
Deferred Tax Asset, Interest Carryforward, Foreign | 41.1 | |||
Deferred Tax Asset, Interest Carryforward, Domestic | $ 17.6 | |||
Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Operating Loss Carry Forward expiration period | 1 year | |||
Foreign loss carryforward expiration period | 1 year |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Textual) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | 66 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Stock Based Compensation (Textual) [Abstract] | ||||
Stock-based compensation expense | $ 81.1 | $ 70.1 | $ 45.9 | |
Income tax benefit | 13.5 | 10 | 8.4 | |
Employee share purchase plan | 1.3 | |||
Cash-settleable Liability Awards [Member] | ||||
Stock Based Compensation (Textual) [Abstract] | ||||
Stock-based compensation expense | $ 1.7 | $ 0.9 | $ 1.6 | |
Employee Stock [Member] | ||||
Stock Based Compensation (Textual) [Abstract] | ||||
Shares authorized for grant | 2.4 | |||
2012 Management Equity Plan [Member] | ||||
Stock Based Compensation (Textual) [Abstract] | ||||
Shares authorized for grant | 10.1 | 10.1 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |||
2015 Management Equity Plan [Member] | ||||
Stock Based Compensation (Textual) [Abstract] | ||||
Shares authorized for grant | 12.4 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2.3 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 5 |
2012 Plan (Details)
2012 Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 66 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
2012 Management Equity Plan [Member] | Equity Option [Member] | ||||
Stock Options [Abstract] | ||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |||
Percentage of Service Condition Awards Vesting | 20% | |||
Percentage of Grants Based on Service Condition Award Vesting Each Quarter | 5% | |||
Granted | 0 | 0 | 0 | |
Stock option activity consisted of the following: | ||||
Outstanding, shares, beginning balance | 242,534 | |||
Granted | 0 | 0 | 0 | |
Exercise of stock options | 140,236 | |||
Shares, forfeited | 0 | |||
Shares, expired | 0 | |||
Outstanding, shares, ending balance | 102,298 | 242,534 | ||
Expected to vest as of December 31, 2022 | 0 | |||
Exercisable as of December 31, 2022 | 102,298 | |||
Options, Outstanding, Weighted Average Exercise Price | $ 10.71 | $ 8.05 | ||
Options, Grants in Period, Weighted Average Exercise Price | 0 | |||
Options, Exercises in Period, Weighted Average Exercise Price | 6.10 | |||
Options, Forfeited, Weighed Average Grant Date Fair Value | 0 | |||
Options, Expirations in Period, Weighted Average Exercise Price | 0 | |||
Weighted Exercise Price at Grant Expected to Vest | 0 | |||
Weighted Average Exercise Price, Exercisable as of December 31, 2018 | $ 10.71 | |||
Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 3 months 18 days | 1 year 6 months | ||
Weighted Average Remaining Contractual Term, Expected to vest as of December 31, 2018 | 0 years | |||
Weighted Average Remaining Contractual Term, Exercisable as of December 31, 2018 | 1 year 3 months 18 days | |||
Options, Outstanding, Intrinsic Value | $ 4.7 | $ 26.8 | ||
Aggregate Intrinsic Value Expected to Vest | 0 | |||
Options, Exercisable, Intrinsic Value | 4.7 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 0 | |||
Proceeds from Stock Options Exercised | 0.8 | |||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | 2.7 | |||
Value of Options Exercised [Abstract] | ||||
Intrinsic value of options exercised | 10.9 | 31.4 | $ 71.1 | |
Total fair value of options vested | $ 0.6 | $ 1.7 | $ 4.5 | |
Stock Appreciation Rights [Abstract] | ||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |||
2012 Management Equity Plan [Member] | Equity Option [Member] | Service Condition Option [Member] | ||||
Stock Options [Abstract] | ||||
Percentage of Stock Options, RSUs and Stock Appreciation Rights Vest Granted Based on Service Condition Award | 40% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
Stock Appreciation Rights [Abstract] | ||||
Percentage of Stock Options, RSUs and Stock Appreciation Rights Vest Granted Based on Service Condition Award | 40% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
2012 Management Equity Plan [Member] | Equity Option [Member] | Market Condition Option [Member] | ||||
Stock Options [Abstract] | ||||
Percentage of Stock Options, RSUs and Stock Appreciation Rights Vest Granted Based on Market Condition Award | 60% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
Stock Appreciation Rights [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
Percentage of Stock Options, RSUs and Stock Appreciation Rights Vest Granted Based on Market Condition Award | 60% | |||
2015 Management Equity Plan [Member] | ||||
Stock Options [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Stock Appreciation Rights [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (5,000,000) | |||
2015 Management Equity Plan [Member] | Performance Shares [Member] | ||||
Stock Options [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Stock Appreciation Rights [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Stock-Based Compensation 2015 P
Stock-Based Compensation 2015 Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 66 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
2015 Management Equity Plan [Member] | ||||
Restricted Stock Units [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Restricted stock unit activity consisted of the following: [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,300,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 5,000,000 | |||
Restricted Stock [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 5,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Restricted stock unit activity consisted of the following: [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 800,000 | 1,200,000 | 1,100,000 | |
Restricted Stock [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 800,000 | 1,200,000 | 1,100,000 | |
Restricted Stock Units (RSUs) [Member] | 2015 Management Equity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | $ 14.2 | |||
Restricted Stock Units [Abstract] | ||||
Percentage of Stock Options, RSUs and Stock Appreciation Rights Vest Granted Based on Service Condition Award | 50% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Restricted stock unit activity consisted of the following: [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,320,711 | 2,005,065 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,507,472 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 972,892 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 218,934 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Option, Expected to Vest | 1,920,050 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 94.73 | $ 90.79 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 90.97 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 78.13 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 94.96 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Expected to Vest Weighted Average Grant Date Fair Value | $ 91.75 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 3 months 18 days | 1 year | ||
Weighted Average Remaining Contractual Term Expected to Vest, other than options | 1 year 2 months 12 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 131.7 | $ 237.8 | ||
Other than intrinsic value expected to vest other than options | 109 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 76 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | 90.3 | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 120.6 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years | |||
Restricted Stock [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 90.97 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 972,892 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 76 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 120.6 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years | |||
Performance Shares [Member] | 2015 Management Equity Plan [Member] | ||||
Restricted Stock Units [Abstract] | ||||
Percentage of Stock Options, RSUs and Stock Appreciation Rights Vest Granted Based on Performance Condition Award | 50% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Restricted Stock [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Minimum [Member] | Performance Shares [Member] | 2015 Management Equity Plan [Member] | ||||
Restricted Stock Units [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0% | |||
Maximum [Member] | Performance Shares [Member] | 2015 Management Equity Plan [Member] | ||||
Restricted Stock Units [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200% |
Other (Details)
Other (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Performance share unit activity associated with the acquisition of iovation [Abstract] | |||
Share-based Payment Arrangement, Expense | $ 81.1 | $ 70.1 | $ 45.9 |
2012 Management Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,100,000 | ||
Equity Option [Member] | 2012 Management Equity Plan [Member] | |||
Performance share unit activity associated with the acquisition of iovation [Abstract] | |||
Granted | 0 | 0 | 0 |
Fair Value (Details)
Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial instruments measured at fair value, on a recurring basis | ||
Interest rate swaps (Notes 12 and 19) | $ 237,700,000 | $ 12,100,000 |
Interest rate swaps (Notes 12 and 19) | 34,500,000 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 2,800,000 | 41,200,000 |
Neustar Contingent Consideration Assumed | ||
Financial instruments measured at fair value, on a recurring basis | ||
Contingent consideration | 800,000 | 2,000,000 |
Neustar | ||
Financial instruments measured at fair value, on a recurring basis | ||
Contingent consideration | 14,800,000 | 14,800,000 |
Fair Value, Recurring [Member] | ||
Financial instruments measured at fair value, on a recurring basis | ||
Interest rate swaps (Notes 12 and 19) | 237,700,000 | 12,100,000 |
Notes Receivable, Fair Value Disclosure | 70,300,000 | |
Debt Securities, Available-for-sale, Current | 2,600,000 | 3,100,000 |
Total | 310,600,000 | 15,200,000 |
Interest rate swaps (Notes 12 and 19) | 34,500,000 | |
Contingent consideration | 16,800,000 | |
Total | $ 10,000,000 | 63,200,000 |
Interest Receivable, Percentage | 10.60% | |
Disposal group, including discontinued operation, accounts, notes and loans receivable, net | $ 72,000,000 | |
Fair Value, Recurring [Member] | Put Option | ||
Financial instruments measured at fair value, on a recurring basis | ||
Derivative Liability | 10,000,000 | 11,900,000 |
Level 1 [Member] | Fair Value, Recurring [Member] | ||
Financial instruments measured at fair value, on a recurring basis | ||
Interest rate swaps (Notes 12 and 19) | 0 | 0 |
Notes Receivable, Fair Value Disclosure | 0 | |
Debt Securities, Available-for-sale, Current | 0 | 0 |
Total | 0 | 0 |
Interest rate swaps (Notes 12 and 19) | 0 | 0 |
Contingent consideration | 0 | |
Total | 0 | 0 |
Level 1 [Member] | Fair Value, Recurring [Member] | Put Option | ||
Financial instruments measured at fair value, on a recurring basis | ||
Derivative Liability | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | ||
Financial instruments measured at fair value, on a recurring basis | ||
Interest rate swaps (Notes 12 and 19) | 237,700,000 | 12,100,000 |
Notes Receivable, Fair Value Disclosure | 70,300,000 | |
Debt Securities, Available-for-sale, Current | 2,600,000 | 3,100,000 |
Total | 310,600,000 | 15,200,000 |
Interest rate swaps (Notes 12 and 19) | 34,500,000 | |
Contingent consideration | 0 | |
Total | 0 | 34,500,000 |
Level 2 [Member] | Fair Value, Recurring [Member] | Put Option | ||
Financial instruments measured at fair value, on a recurring basis | ||
Derivative Liability | 0 | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | ||
Financial instruments measured at fair value, on a recurring basis | ||
Interest rate swaps (Notes 12 and 19) | 0 | 0 |
Notes Receivable, Fair Value Disclosure | 0 | |
Debt Securities, Available-for-sale, Current | 0 | 0 |
Total | 0 | 0 |
Interest rate swaps (Notes 12 and 19) | 0 | |
Contingent consideration | 16,800,000 | |
Total | 10,000,000 | 28,700,000 |
Level 3 [Member] | Fair Value, Recurring [Member] | Put Option | ||
Financial instruments measured at fair value, on a recurring basis | ||
Derivative Liability | $ 10,000,000 | $ 11,900,000 |
Reportable Segments - Segment F
Reportable Segments - Segment Financial Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 3,709.9 | $ 2,960.2 | $ 2,530.6 |
Number of Reportable Segments | Segment | 3 | ||
Number of Corporate Units | segment | 1 | ||
Net income | $ 269.5 | 1,387.1 | 343.2 |
Segments Adjusted EBITDA | 1,482.3 | 1,278.8 | 1,061.2 |
Adjusted EBITDA Adjustment - Corporate Expense | (135.7) | (121.9) | (107.6) |
Adjusted EBITDA Adjustment - Net interest expense | (226.2) | (109.2) | (120.6) |
Adjusted EBITDA Adjustment - Depreciation and Amortization | (519) | (377) | (346.8) |
Adjusted EBITDA Adjustment - Stockbased Compensation | (81.1) | (70.1) | (45.9) |
Adjusted EBITDA Adjustment - Mergers and Acquisition | (50.7) | (52.6) | (8.5) |
Adjusted EBITDA Adjustment - Accelerated Technology | (51.4) | (42.3) | (19.3) |
Adjusted EBITDA Adjustment - Other | (46.1) | (19.4) | (35.5) |
Net Income (Loss) Attributable to Noncontrolling Interest | 15.2 | 15 | 12.4 |
Adjusted EBITDA Adjustment - Total | (1,095.1) | (777.4) | (671.8) |
Income before income taxes | 387.2 | 501.4 | 389.5 |
U.S. Markets | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,447.3 | 1,791 | 1,510.7 |
Segments Adjusted EBITDA | 870.6 | 715.6 | 593.9 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 755.9 | 701.9 | 582.7 |
Segments Adjusted EBITDA | 329.3 | 300.1 | 219.8 |
Consumer Interactive [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 585.3 | 545.8 | 513.1 |
Segments Adjusted EBITDA | 282.3 | 263.1 | 247.6 |
Segment Revenues Gross Intersegment [Domain] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 3,788.4 | 3,038.7 | 2,606.5 |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (78.6) | (78.4) | (75.9) |
Intersegment Eliminations [Member] | U.S. Markets | |||
Segment Reporting Information [Line Items] | |||
Revenue | (71.5) | (70.5) | (68.9) |
Intersegment Eliminations [Member] | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (6) | (5.9) | (5.2) |
Intersegment Eliminations [Member] | Consumer Interactive [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (1.1) | (2) | (1.7) |
CANADA | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 128.2 | 126.9 | 108 |
Asia Pacific [Member] | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 75.9 | 62.7 | 56.2 |
UNITED KINGDOM | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 203 | 216.5 | 183.1 |
Africa [Member] | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 61.7 | 59.5 | 49 |
INDIA | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 174.2 | 133.1 | 100 |
Latin America [Member] | International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 112.9 | 103.2 | 86.5 |
Financial Services [Member] | U.S. Markets | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,255.1 | 1,090 | 939.6 |
Emerging Verticals [Member] | U.S. Markets | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,192.1 | $ 701 | $ 571.1 |
Reportable Segments - Adjusted
Reportable Segments - Adjusted EBITDA (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net income | $ 269.5 | $ 1,387.1 | $ 343.2 |
Other income and expense, net, included earnings (losses) from equity method investments | |||
Other income and expense, net from equity method investments | 13 | 12 | 8.9 |
Discontinued operations, net of tax | 17.4 | 1,031.7 | 49.8 |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 252.1 | 355.5 | 293.4 |
Total (benefit) provision for income taxes | 119.9 | 130.9 | 83.7 |
Depreciation and amortization | 519 | 377 | 346.8 |
Business Combination, Acquisition Related Costs | (23.7) | ||
Selling, general and administrative | (1,337.4) | (943.9) | (829.7) |
Write off of Deferred Debt Issuance Cost | (9.3) | (17.9) | (0.9) |
Unrealized Gain (Loss) on Investments | 12.5 | 2.5 | |
Reimbursement | 6.8 | 1.1 | 0.1 |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | (1.7) | ||
Government Tax Reimbursement | 3.4 | ||
Debt Issuance Costs, Net | $ (1.9) | ||
FairValueRecurringBasisUnobservableInputReconciliationAssetLiabilityGainLossStatementOfIncomeExtensibleListNotDisclosedFlag | contingent consideration expense | ||
Adjustments to EBITDA [Member] | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Other non-operating expense (income) | $ (6.3) | (3.7) | (1.4) |
Fraudulent Incident [Member] | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Other Income | 3.5 | 1.5 | |
Certain Legal Expenses | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Loss Contingency Accrual, Provision | (28.4) | (1.2) | (34.7) |
Cost-method Investments | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Realized Investment Gains (Losses) | 0.5 | ||
Unrealized Gain (Loss) on Investments | (4.8) | ||
Acquisition-related Costs [Member] | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Business Combination, Acquisition Related Costs | (48.1) | (7) | |
U.S. Markets | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Other income and expense, net from equity method investments | 1 | 2.4 | 2.6 |
Depreciation and amortization | 352.5 | 222 | 205.8 |
International [Member] | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Other income and expense, net from equity method investments | 12 | 9.6 | 6.4 |
Depreciation and amortization | 126.9 | 132.4 | 120.6 |
Neustar | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Business Combination, Acquisition Related Costs | (29.7) | ||
Neustar | Acquisition-related Costs [Member] | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Business Combination, Integration Related Costs | (33.1) | (9.1) | |
Value Added Tax refund | (4.6) | ||
Tru Optik | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Unrealized Gain (Loss) on Investments | (1.1) | 8.1 | |
Callcredit [Member] | Acquisition-related Costs [Member] | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Business Combination, Integration Related Costs | (7.5) | ||
UNITED KINGDOM | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ 1.8 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Other income and expense, net, included earnings (losses) from equity method investments | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | $ 0.6 | $ (8.4) |
Reportable Segments - Total Ass
Reportable Segments - Total Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Total assets, by segment | ||
Total assets | $ 11,666.3 | $ 12,635 |
Operating Segments | ||
Total assets, by segment | ||
Total assets | 11,059.5 | 11,078.2 |
Corporate 1 | ||
Total assets, by segment | ||
Total assets | 606.8 | 1,556.8 |
U.S. Markets | Operating Segments | ||
Total assets, by segment | ||
Total assets | 7,180.9 | 6,934.8 |
International [Member] | Operating Segments | ||
Total assets, by segment | ||
Total assets | 2,675.7 | 2,921.2 |
Consumer Interactive [Member] | Operating Segments | ||
Total assets, by segment | ||
Total assets | $ 1,202.9 | $ 1,222.3 |
Reportable Segments - Capital E
Reportable Segments - Capital Expenditures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for capital expenditures, by segment | |||
Payments to acquire property, plant, and equipment | $ 298.2 | $ 224.2 | $ 205.6 |
U.S. Markets | |||
Cash paid for capital expenditures, by segment | |||
Payments to acquire property, plant, and equipment | 181 | 145.3 | 119.1 |
International [Member] | |||
Cash paid for capital expenditures, by segment | |||
Payments to acquire property, plant, and equipment | 97.5 | 65.1 | 68.2 |
Consumer Interactive [Member] | |||
Cash paid for capital expenditures, by segment | |||
Payments to acquire property, plant, and equipment | 17.7 | 11.8 | 12.8 |
Corporate [Member] | |||
Cash paid for capital expenditures, by segment | |||
Payments to acquire property, plant, and equipment | $ 2 | $ 2 | $ 5.5 |
Reportable Segments - Depreciat
Reportable Segments - Depreciation and Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation and amortization expense of continuing operations, by segment | |||
Depreciation and amortization expense of continuing operations, by segment | $ 519 | $ 377 | $ 346.8 |
U.S. Markets | |||
Depreciation and amortization expense of continuing operations, by segment | |||
Depreciation and amortization expense of continuing operations, by segment | 352.5 | 222 | 205.8 |
International [Member] | |||
Depreciation and amortization expense of continuing operations, by segment | |||
Depreciation and amortization expense of continuing operations, by segment | 126.9 | 132.4 | 120.6 |
Consumer Interactive [Member] | |||
Depreciation and amortization expense of continuing operations, by segment | |||
Depreciation and amortization expense of continuing operations, by segment | 34.8 | 16.8 | 14.6 |
Corporate [Member] | |||
Depreciation and amortization expense of continuing operations, by segment | |||
Depreciation and amortization expense of continuing operations, by segment | $ 4.9 | $ 5.7 | $ 5.7 |
Reportable Segments - Percentag
Reportable Segments - Percentage of Revenue (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic | |||
Revenue based on the country | |||
Revenue earned | 80% | 76% | 77% |
International | |||
Revenue based on the country | |||
Revenue earned | 20% | 24% | 23% |
Reportable Segments - Percent_2
Reportable Segments - Percentage of Long-Lived Assets (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Domestic | ||
Long-lived assets, other than financial instruments and deferred tax assets, based on the location of the legal entity that owns the asset | ||
Long-lived assets, other than financial instruments and deferred tax assets | 78% | 82% |
International | ||
Long-lived assets, other than financial instruments and deferred tax assets, based on the location of the legal entity that owns the asset | ||
Long-lived assets, other than financial instruments and deferred tax assets | 22% | 18% |
Reportable Segments (Details Te
Reportable Segments (Details Textual) | 12 Months Ended |
Dec. 31, 2022 Segment segment | |
Reportable Segments (Textual) [Abstract] | |
Number of reportable segments | segment | 3 |
Number of Reportable Segments | Segment | 3 |
Commitments (Details)
Commitments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Summary of future minimum payments for noncancelable operating leases, purchase obligations and other liabilities | |
Operating Leases, 2022 | $ 38.2 |
Operating Leases, 2023 | 29.4 |
Operating Leases, 2024 | 19.9 |
Operating Leases, 2025 | 15.6 |
Operating Leases, 2026 | 12 |
Operating Leases, Thereafter | 39.6 |
Purchase Obligations, 2022 | 150.3 |
Purchase Obligations, 2023 | 88.6 |
Purchase Obligations, 2024 | 59.4 |
Purchase Obligations, 2025 | 29.7 |
Purchase Obligations, 2026 | 20.4 |
Purchase Obligations, Thereafter | 0.9 |
Totals, Purchase Obligations | 349.3 |
Total, 2022 | 188.5 |
Total, 2023 | 118 |
Total, 2024 | 79.3 |
Total, 2025 | 45.3 |
Total, 2026 | 32.4 |
Total, Thereafter | 40.5 |
Lessee, Operating Lease, Liability, to be Paid | 154.7 |
Totals | $ 504 |
Commitments (Details Textual)
Commitments (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments [Abstract] | ||
Trade accounts payable | $ 250.4 | $ 270.2 |
Minimum Payments Licensing Agreements | $ 0 |
Contingencies (Details)
Contingencies (Details) $ in Millions | 1 Months Ended | ||||
Jun. 21, 2017 USD ($) Segment | Jul. 31, 2014 Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 25, 2021 | |
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual | $ 56 | $ 26.5 | |||
Ramirez v. Trans Union LLC [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Number of Plaintiffs | Segment | 8,185 | 8,185 | |||
Loss Contingency, Percentage Of Plaintiffs That Suffered Concrete Harm | 23% | ||||
Judicial Ruling [Member] | Ramirez v. Trans Union LLC [Member] | Statutory and Punitive Damages | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Damages Awarded, Value | $ 60 | ||||
Other Liabilities [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual | $ 85.6 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Component accumulated other comprehensive income (loss) | ||||
Accumulated other comprehensive income (loss), total | $ (284.5) | $ (285.4) | $ (272.1) | $ (251.6) |
Change | 0.9 | (13.3) | (20.5) | |
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, after Tax | (0.2) | 0 | 0.2 | |
Accumulated other comprehensive income (loss), total | (284.5) | (285.4) | (272.1) | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (194.3) | (63.8) | 9.2 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 195.2 | 50.5 | (29.9) | |
Foreign Currency Translation Adjustment | ||||
Component accumulated other comprehensive income (loss) | ||||
Accumulated other comprehensive income (loss), total | (463.5) | (269.2) | (205.4) | (214.6) |
Accumulated other comprehensive income (loss), total | (463.5) | (269.2) | (205.4) | |
Net Unrealized Gain/(Loss) On Hedges | ||||
Component accumulated other comprehensive income (loss) | ||||
Accumulated other comprehensive income (loss), total | 178.6 | (16.6) | (67.1) | (37.2) |
Accumulated other comprehensive income (loss), total | 178.6 | (16.6) | (67.1) | |
Net Unrealized Gain/(Loss) On Available-for-sale Securities | ||||
Component accumulated other comprehensive income (loss) | ||||
Accumulated other comprehensive income (loss), total | 0.2 | 0.4 | 0.4 | $ 0.2 |
Accumulated other comprehensive income (loss), total | $ 0.2 | $ 0.4 | $ 0.4 |
Condensed Financial Informati_2
Condensed Financial Information of TransUnion (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | 15 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Mar. 30, 2021 | Dec. 31, 2019 | |
Current assets: | |||||||
Other current assets | $ 262.7 | $ 262.7 | $ 231.6 | ||||
Total current assets | 1,450.2 | 1,450.2 | 2,632 | ||||
Investment in TransUnion Intermediate Holdings, Inc. | 49.8 | 49.8 | 46.1 | ||||
Other assets | 771 | 771 | 459 | ||||
Total assets | 11,666.3 | 11,666.3 | 12,635 | ||||
Current liabilities: | |||||||
Trade accounts payable | 250.4 | 250.4 | 270.2 | ||||
Other current liabilities | 540.5 | 540.5 | 972.2 | ||||
Total current liabilities | 905.5 | 905.5 | 1,357 | ||||
Other liabilities | 173.9 | 173.9 | 232.9 | ||||
Total liabilities | 7,396.9 | 7,396.9 | 8,628.8 | ||||
Stockholders’ equity: | |||||||
Common Stock, Value, Issued | 2 | 2 | 2 | ||||
Additional paid-in capital | 2,290.3 | 2,290.3 | 2,188.9 | ||||
Treasury Stock, Value | (284.5) | (284.5) | (252) | ||||
Retained earnings | 2,446.6 | 2,446.6 | 2,254.6 | ||||
Accumulated other comprehensive loss | (284.5) | (284.5) | (285.4) | $ (272.1) | $ (251.6) | ||
Total stockholders’ equity | 4,269.4 | 4,269.4 | 4,006.2 | ||||
Total liabilities and stockholders’ equity | $ 11,666.3 | 11,666.3 | 12,635 | ||||
Statement of Income | |||||||
Revenue | 3,709.9 | 2,960.2 | 2,530.6 | ||||
Operating expenses | |||||||
Selling, general and administrative | 1,337.4 | 943.9 | 829.7 | ||||
Operating expenses | 3,079.3 | 2,312.5 | 2,030.4 | ||||
Operating income | 630.5 | 647.7 | 500.3 | ||||
Non-operating income and (expense) | |||||||
Earnings from equity method investments | 13 | 12 | 8.9 | ||||
Other income and (expense), net | (30) | (49.2) | 0.9 | ||||
Total non-operating income and (expense) | (243.3) | (146.3) | (110.8) | ||||
Income before income taxes | 387.2 | 501.4 | 389.5 | ||||
Provision for income taxes | (119.9) | (130.9) | (83.7) | ||||
Net income | 269.5 | 1,387.1 | 343.2 | ||||
Statement of Comprehensive Income [Abstract] | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | (195.7) | (66.4) | 8.9 | ||||
Benefit (provision) for income taxes | (0.7) | 0.3 | 0.8 | ||||
Foreign currency translation, net | (196.4) | (66.1) | 9.7 | ||||
Net unrealized gain (loss) | (0.3) | 0 | 0.3 | ||||
Benefit (provision) for income taxes | 0.1 | 0 | (0.1) | ||||
Available-for-sale securities, net | (0.2) | 0 | 0.2 | ||||
Total other comprehensive income (loss), net of tax | (1.4) | (15.6) | (20) | ||||
Comprehensive income (loss) attributable to TransUnion | 270.4 | 1,373.9 | 322.7 | ||||
Statement of Cash Flows | |||||||
Net cash provided by (Used in) operating activities | 297.2 | 808.3 | 787.6 | ||||
Cash flows from investing activities: | |||||||
Cash (used in) provided by investing activities | (723.9) | (2,212.9) | (267.2) | ||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock and exercise of stock options | 18.7 | 21.9 | 22.9 | ||||
Dividends to shareholders | (77.8) | (69.8) | (57.6) | ||||
Cash provided by (used in) financing activities | $ (820.5) | $ 2,762.3 | (296.9) | ||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, shares issued | 198,700,000 | 198,700,000 | 197,400,000 | ||||
Common stock, shares outstanding | 192,700,000 | 192,700,000 | 191,800,000 | ||||
Treasury stock at cost, shares | 6,000,000 | 6,000,000 | 5,600,000 | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.105 | $ 0.095 | $ 0.075 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ (64.9) | $ (16.8) | 9.5 | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | $ 195.2 | $ 50.5 | (29.9) | ||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||
Interest Rate Cap [Member] | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | $ 0 | $ 0 | 4.1 | ||||
Interest Rate Swap [Member] | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 260.1 | 67.3 | (43.5) | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 195.2 | (50.5) | (32.7) | ||||
Dividend Paid [Member] | |||||||
Dividends, Common Stock, Cash | 77.8 | 69.8 | 57.6 | ||||
TransUnion Parent [Member] | |||||||
Current assets: | |||||||
Other current assets | $ 0 | 0 | 0.4 | ||||
Total current assets | 0 | 0 | 0.4 | ||||
Investment in TransUnion Intermediate Holdings, Inc. | 4,587 | 4,587 | 4,217.6 | ||||
Other assets | 6 | 6 | 6.1 | ||||
Total assets | 4,593 | 4,593 | 4,224.1 | ||||
Current liabilities: | |||||||
Trade accounts payable | 0.1 | 0.1 | 0.3 | ||||
Due to TransUnion Intermediate Holdings, Inc. | 419.6 | 419.6 | 312 | ||||
Other current liabilities | 1.2 | 1.2 | 1.3 | ||||
Total current liabilities | 420.9 | 420.9 | 313.6 | ||||
Other liabilities | 2.2 | 2.2 | 2.4 | ||||
Total liabilities | 423.1 | 423.1 | 316 | ||||
Stockholders’ equity: | |||||||
Common Stock, Value, Issued | 2 | 2 | 2 | ||||
Additional paid-in capital | 2,290.3 | 2,290.3 | 2,188.9 | ||||
Treasury Stock, Value | (284.5) | (284.5) | (252) | ||||
Retained earnings | 2,446.6 | 2,446.6 | 2,254.6 | ||||
Accumulated other comprehensive loss | (284.5) | (284.5) | (285.4) | ||||
Total stockholders’ equity | 4,169.9 | 4,169.9 | 3,908.1 | ||||
Total liabilities and stockholders’ equity | $ 4,593 | 4,593 | 4,224.1 | ||||
Statement of Income | |||||||
Revenue | 0 | 0 | 0 | ||||
Operating expenses | |||||||
Selling, general and administrative | 3.5 | 3.5 | 3.1 | ||||
Operating expenses | 3.5 | 3.5 | 3.1 | ||||
Operating income | (3.5) | (3.5) | (3.1) | ||||
Non-operating income and (expense) | |||||||
Earnings from equity method investments | 272.3 | 1,388.6 | 345 | ||||
Other income and (expense), net | 0 | 0 | 0.2 | ||||
Total non-operating income and (expense) | 272.3 | 1,388.6 | 345.2 | ||||
Income before income taxes | 268.8 | 1,385.1 | 342.1 | ||||
Provision for income taxes | 0.7 | 2 | 1.1 | ||||
Net income | 269.5 | 1,387.1 | 343.2 | ||||
Statement of Comprehensive Income [Abstract] | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | (193.4) | (64.1) | 8.4 | ||||
Benefit (provision) for income taxes | (0.7) | 0.3 | 0.8 | ||||
Foreign currency translation, net | (194.1) | (63.8) | 9.2 | ||||
Net unrealized gain (loss) | (0.3) | 0 | 0.3 | ||||
Benefit (provision) for income taxes | 0.1 | 0 | (0.1) | ||||
Available-for-sale securities, net | (0.2) | 0 | 0.2 | ||||
Total other comprehensive income (loss), net of tax | 0.9 | (13.3) | (20.5) | ||||
Comprehensive income (loss) attributable to TransUnion | 270.4 | 1,373.8 | 322.7 | ||||
Statement of Cash Flows | |||||||
Net cash provided by (Used in) operating activities | 91.6 | 84.7 | 70.8 | ||||
Cash flows from investing activities: | |||||||
Cash (used in) provided by investing activities | 0 | 0 | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock and exercise of stock options | 18.7 | 21.9 | 22.9 | ||||
Dividends to shareholders | (77.8) | (69.8) | (57.6) | ||||
Treasury stock purchased | (32.5) | (36.8) | (36.1) | ||||
Cash provided by (used in) financing activities | (91.6) | (84.7) | (70.8) | ||||
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | 0 | $ 0 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | (64.9) | (16.8) | 9.5 | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 195.2 | 50.5 | (29.9) | ||||
TransUnion Parent [Member] | Interest Rate Cap [Member] | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 0 | 0 | 4.1 | ||||
TransUnion Parent [Member] | Interest Rate Swap [Member] | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | $ 260.1 | $ 67.3 | $ (43.5) |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in valuation allowances and reserves | |||
Balance at Beginning of Year | $ 70.8 | ||
Balance at End of Year | 98.9 | $ 70.8 | |
Allowance for deferred tax assets [Member] | |||
Movement in valuation allowances and reserves | |||
Balance at Beginning of Year | 70.8 | 65.7 | $ 53.3 |
Charged to Costs and Expenses | 21.8 | 3.8 | 12.6 |
Charged to Other Accounts | 9.7 | 14.4 | 3.7 |
Deductions | (3.4) | (13.1) | (3.8) |
Balance at End of Year | $ 98.9 | $ 70.8 | $ 65.7 |