Document and Entity Information
Document and Entity Information shares in Millions | 9 Months Ended |
Sep. 30, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2023 |
Document Transition Report | false |
Entity File Number | 001-37470 |
Entity Registrant Name | TransUnion |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 61-1678417 |
Entity Address, Address Line One | 555 West Adams, |
Entity Address, City or Town | Chicago, |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60661 |
City Area Code | 312 |
Local Phone Number | 985-2000 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | TRU |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Amendment Flag | false |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q3 |
Entity Central Index Key | 0001552033 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 193.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 420.9 | $ 585.3 |
Trade accounts receivable, net of allowance of $15.1 and $11.0 | 694.5 | 602.2 |
Other current assets | 286.5 | 262.7 |
Total current assets | 1,401.9 | 1,450.2 |
Property, plant and equipment, net of accumulated depreciation and amortization of $781.8 and $711.3 | 182.9 | 218.2 |
Goodwill | 5,085.5 | 5,551.4 |
Other intangibles, net of accumulated amortization of $2,589.3 and $2,268.6 | 3,546.3 | 3,675.5 |
Other assets | 809.7 | 771 |
Total assets | 11,026.4 | 11,666.3 |
Current liabilities: | ||
Trade accounts payable | 270.7 | 250.4 |
Short-term debt and current portion of long-term debt | 114.6 | 114.6 |
Other current liabilities | 525.9 | 540.5 |
Total current liabilities | 911.1 | 905.5 |
Long-term debt | 5,253.9 | 5,555.5 |
Deferred taxes | 666.2 | 762 |
Other liabilities | 154.6 | 173.9 |
Total liabilities | 6,985.8 | 7,396.9 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2023 and December 31, 2022, 199.9 million and 198.7 million shares issued at September 30, 2023 and December 31, 2022, respectively, and 193.7 million shares and 192.7 million shares outstanding as of September 30, 2023 and December 31, 2022, respectively | 2 | 2 |
Additional paid-in capital | 2,386.6 | 2,290.3 |
Treasury stock at cost; 6.2 million and 6.0 million shares at September 30, 2023 and December 31, 2022, respectively | (302.2) | (284.5) |
Retained earnings | 2,091.3 | 2,446.6 |
Accumulated other comprehensive loss | (238.7) | (284.5) |
Total TransUnion stockholders’ equity | 3,939 | 4,169.9 |
Noncontrolling interests | 101.6 | 99.5 |
Total stockholders’ equity | 4,040.6 | 4,269.4 |
Total liabilities and stockholders’ equity | $ 11,026.4 | $ 11,666.3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ 15.1 | $ 11 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 781.8 | 711.3 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 2,589.3 | $ 2,268.6 |
Common Stock, Shares, Issued | 199,900,000 | 198,700,000 |
Common Stock, Shares, Outstanding | 193,700,000 | 192,700,000 |
Treasury Stock, Shares | 6,200,000 | 6,000,000 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 968.7 | $ 938.2 | $ 2,876.9 | $ 2,807.8 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization below) | 344.8 | 338.2 | 1,073.2 | 988.2 |
Selling, general and administrative | 314.8 | 301 | 931.3 | 943.6 |
Depreciation and amortization | 131.3 | 129.6 | 391.1 | 389 |
Goodwill impairment | 495 | 0 | 495 | 0 |
Total operating expenses | 1,286 | 768.8 | 2,890.6 | 2,320.8 |
Operating income (loss) | (317.3) | 169.5 | (13.7) | 487 |
Non-operating income and (expense) | ||||
Interest expense | (72.7) | (61.3) | (217.2) | (163.4) |
Interest income | 5 | 1.1 | 15.1 | 3.1 |
Earnings from equity method investments | 3.7 | 3.5 | 11.7 | 9.7 |
Other income and (expense), net | 8.7 | (2) | (16.3) | (20.2) |
Total non-operating income and (expense) | (55.4) | (58.7) | (206.8) | (170.9) |
Income (loss) from continuing operations before income taxes | (372.7) | 110.8 | (220.5) | 316.1 |
Provision for income taxes | (22.2) | (30.6) | (60.1) | (84.1) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (394.9) | 80.3 | (280.6) | 232 |
Discontinued operations, net of tax | (0.5) | 2.4 | (0.7) | 2.3 |
Net income (loss) | (395.4) | 82.7 | (281.3) | 234.3 |
Less: net income attributable to the noncontrolling interests | (4.3) | (3.5) | (11.9) | (11.3) |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (399.3) | 76.8 | (292.5) | 220.7 |
Net income | $ (399.8) | $ 79.2 | $ (293.2) | $ 223 |
Earnings Per Share, Basic [Abstract] | ||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (2.06) | $ 0.40 | $ (1.51) | $ 1.15 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 0.01 | 0 | 0.01 |
Earnings Per Share, Basic | (2.07) | 0.41 | (1.52) | 1.16 |
Earnings Per Share, Diluted [Abstract] | ||||
Income (Loss) from Continuing Operations, Per Diluted Share | (2.06) | 0.40 | (1.51) | 1.14 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 0.01 | 0 | 0.01 |
Earnings Per Share, Diluted | $ (2.07) | $ 0.41 | $ (1.52) | $ 1.15 |
Earnings Per Share, Diluted [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic | 193.4 | 192.6 | 193.3 | 192.4 |
Weighted Average Number of Shares Outstanding, Diluted | 193.4 | 193.2 | 193.3 | 193.1 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) | $ (395.4) | $ 82.7 | $ (281.3) | $ 234.3 |
Foreign currency translation: | ||||
Foreign currency translation adjustment | (37.3) | (138) | 48.7 | (280.3) |
Benefit (provision) for income taxes | (0.6) | 0.2 | (2) | (0.3) |
Foreign currency translation, net | (38) | (137.8) | 46.7 | (280.6) |
Hedge instruments: | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 2 | 83.6 | (2.7) | 274.5 |
Benefit (provision) for income taxes | (0.5) | (20.7) | 0.7 | (68.4) |
Hedge instruments, net | 1.5 | 62.9 | (2) | 206.1 |
Available-for-sale securities: | ||||
Net unrealized (loss) gain | 0 | (0.3) | (0.1) | (0.2) |
Benefit (provision) for income taxes | 0 | 0 | 0 | 0.1 |
Available-for-sale securities, net | 0 | (0.3) | (0.1) | (0.1) |
Total other comprehensive income (loss), net of tax | (36.5) | (75.2) | 44.5 | (74.6) |
Comprehensive income (loss) | (431.9) | 7.5 | (236.8) | 159.7 |
Less: comprehensive income attributable to noncontrolling interests | (3.9) | (2.3) | (10.6) | (8.5) |
Comprehensive income (loss) attributable to TransUnion | $ (435.8) | $ 5.2 | $ (247.4) | $ 151.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||||
Net income (loss) | $ (395.4) | $ 82.7 | $ (281.3) | $ 234.3 | ||
Less: Discontinued operations, net of tax | 0.5 | (2.4) | 0.7 | (2.3) | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (394.9) | 80.3 | (280.6) | 232 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation and amortization | 131.3 | $ 129.7 | 129.6 | 391.1 | 389 | $ 519 |
Goodwill impairment | 495 | 0 | 495 | 0 | ||
Loss on repayment of loans | 3 | 6.5 | ||||
Deferred taxes | (101.3) | (60.7) | ||||
Stock-based compensation | 72.9 | 62 | ||||
Other | 13.1 | 14.9 | ||||
Changes in assets and liabilities: | ||||||
Trade accounts receivable | (104.2) | (72.7) | ||||
Other current and long-term assets | (42.4) | (31) | ||||
Trade accounts payable | 16.9 | (20.4) | ||||
Other current and long-term liabilities | (19.7) | (448.8) | ||||
Cash provided by operating activities of continuing operations | 443.8 | 70.8 | ||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (0.2) | 4.6 | ||||
Cash provided by operating activities of continuing operations | 443.6 | 75.4 | ||||
Cash flows from investing activities: | ||||||
Capital expenditures | (213.2) | (192.5) | ||||
Proceeds from sale/maturities of other investments | 63.9 | 85.3 | ||||
Purchases of other investments | (43.7) | (103.9) | ||||
Investments in consolidated affiliates, net of cash acquired | 0 | (510.4) | ||||
Investments in nonconsolidated affiliates | (36.9) | (14.8) | ||||
Payment related to disposal of discontinued operations | (0.5) | 0 | ||||
Other | (0.1) | 1.6 | ||||
Cash used in investing activities of continuing operations | (230.5) | (734.7) | ||||
Cash used in investing activities of discontinued operations | 0 | (1.9) | ||||
Cash used in investing activities | (230.5) | (736.6) | ||||
Cash flows from financing activities: | ||||||
Repayments of debt | (310.9) | (486) | ||||
Proceeds from issuance of common stock and exercise of stock options | 23.1 | 18.7 | ||||
Dividends to shareholders | (61.4) | (57.5) | ||||
Employee taxes paid on restricted stock units recorded as treasury stock | (17.6) | (30) | ||||
Payment of contingent consideration | 0 | (2.8) | ||||
Distributions to noncontrolling interests | (8.5) | (6.3) | ||||
Cash used in financing activities of continuing operations | (375.3) | (563.9) | ||||
Effect of exchange rate changes on cash and cash equivalents | (2.2) | (21.2) | ||||
Net change in cash and cash equivalents | (164.4) | (1,246.3) | ||||
Cash and cash equivalents, beginning of period | $ 585.3 | 585.3 | 1,842.4 | 1,842.4 | ||
Cash and cash equivalents, end of period | $ 420.9 | $ 596.1 | $ 420.9 | $ 596.1 | $ 585.3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
Balance (in shares) at Dec. 31, 2021 | 191.8 | |||||||
Balance at Dec. 31, 2021 | $ 2 | $ 2,188.9 | $ (252) | $ 2,254.6 | $ (285.4) | $ 98.1 | $ 4,006.2 | |
Net income (loss) | 48.3 | |||||||
Net income (loss) | 3.7 | |||||||
Net income (loss) | 52 | |||||||
Other comprehensive income (loss) | 100.7 | (0.1) | 100.6 | |||||
Stock-based compensation | 20.1 | 20.1 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 10 | 10 | |||||
Exercise of stock options | 0 | |||||||
Exercise of stock options | $ 0 | 0.2 | 0.2 | |||||
Vesting of restricted stock units | 0.8 | |||||||
Treasury stock purchased | (0.3) | |||||||
Treasury stock purchased | (28.7) | (28.7) | ||||||
Dividends to shareholders | (18.4) | (18.4) | ||||||
Balance (in shares) at Mar. 31, 2022 | 192.4 | |||||||
Balance at Mar. 31, 2022 | $ 2 | 2,219.2 | (280.8) | 2,284.5 | (184.7) | 101.7 | 4,141.9 | |
Balance (in shares) at Dec. 31, 2021 | 191.8 | |||||||
Balance at Dec. 31, 2021 | $ 2 | 2,188.9 | (252) | 2,254.6 | (285.4) | 98.1 | 4,006.2 | |
Net income (loss) | $ 223 | |||||||
Net income (loss) | 234.3 | |||||||
Other comprehensive income (loss) | (74.6) | |||||||
Vesting of restricted stock units | 0.9 | |||||||
Balance (in shares) at Sep. 30, 2022 | 192.7 | |||||||
Balance at Sep. 30, 2022 | $ 2 | 2,270 | (282) | 2,420.9 | (357.4) | 100.2 | 4,153.7 | |
Balance (in shares) at Mar. 31, 2022 | 192.4 | |||||||
Balance at Mar. 31, 2022 | $ 2 | 2,219.2 | (280.8) | 2,284.5 | (184.7) | 101.7 | 4,141.9 | |
Net income (loss) | 95.6 | |||||||
Net income (loss) | 4.1 | |||||||
Net income (loss) | 99.6 | |||||||
Other comprehensive income (loss) | (98.8) | (1.5) | (100.3) | |||||
Distributions to noncontrolling interests | (4.1) | (4.1) | ||||||
Stock-based compensation | 20.5 | 20.5 | ||||||
Exercise of stock options | 0.1 | |||||||
Exercise of stock options | $ 0 | 0.2 | 0.2 | |||||
Treasury stock purchased | (0.4) | (0.4) | ||||||
Dividends to shareholders | (18.6) | (18.6) | ||||||
Balance (in shares) at Jun. 30, 2022 | 192.5 | |||||||
Balance at Jun. 30, 2022 | $ 2 | 2,239.9 | (281.2) | 2,361.5 | (283.5) | 100.2 | 4,138.9 | |
Net income (loss) | 79.2 | 79.2 | ||||||
Net income (loss) | 3.5 | |||||||
Net income (loss) | 82.7 | 82.7 | ||||||
Other comprehensive income (loss) | (75.2) | (73.9) | (1.3) | (75.2) | ||||
Distributions to noncontrolling interests | (2.2) | (2.2) | ||||||
Stock-based compensation | 18.7 | 18.7 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 11 | 11 | |||||
Exercise of stock options | 0.1 | |||||||
Exercise of stock options | $ 0 | 0.4 | 0.4 | |||||
Vesting of restricted stock units | 0.1 | |||||||
Treasury stock purchased | (0.8) | (0.8) | ||||||
Dividends to shareholders | (19.8) | (19.8) | ||||||
Balance (in shares) at Sep. 30, 2022 | 192.7 | |||||||
Balance at Sep. 30, 2022 | $ 2 | 2,270 | (282) | 2,420.9 | (357.4) | 100.2 | 4,153.7 | |
Balance (in 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 |
Net income (loss) | 52.6 | |||||||
Net income (loss) | 4.3 | |||||||
Net income (loss) | 56.9 | |||||||
Other comprehensive income (loss) | 2.3 | (0.6) | 1.7 | |||||
Stock-based compensation | 20.7 | 20.7 | ||||||
Employee share purchase plan | 0.2 | |||||||
Employee share purchase plan | $ 0 | 10.7 | 10.7 | |||||
Exercise of stock options | 0.1 | |||||||
Exercise of stock options | $ 0 | 0.5 | 0.5 | |||||
Vesting of restricted stock units | 0.3 | |||||||
Treasury stock purchased | (0.1) | |||||||
Treasury stock purchased | (7.6) | (7.6) | ||||||
Dividends to shareholders | (20.8) | (20.8) | ||||||
Balance (in shares) at Mar. 31, 2023 | 193.2 | |||||||
Balance at Mar. 31, 2023 | $ 2 | 2,322.3 | (292.1) | 2,478.4 | (282.2) | 103.2 | 4,331.5 | |
Balance (in 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 |
Net income (loss) | (293.2) | |||||||
Net income (loss) | (281.3) | |||||||
Other comprehensive income (loss) | 44.5 | |||||||
Vesting of restricted stock units | 0.7 | |||||||
Balance (in shares) at Sep. 30, 2023 | 193.7 | |||||||
Balance at Sep. 30, 2023 | 4,040.6 | $ 2 | 2,386.6 | (302.2) | 2,091.3 | (238.7) | 101.6 | 4,040.6 |
Balance (in shares) at Mar. 31, 2023 | 193.2 | |||||||
Balance at Mar. 31, 2023 | $ 2 | 2,322.3 | (292.1) | 2,478.4 | (282.2) | 103.2 | 4,331.5 | |
Net income (loss) | 53.9 | |||||||
Net income (loss) | 3.3 | |||||||
Net income (loss) | 57.2 | |||||||
Other comprehensive income (loss) | 79.6 | (0.4) | 79.2 | |||||
Distributions to noncontrolling interests | (5.9) | (5.9) | ||||||
Stock-based compensation | 23 | 23 | ||||||
Exercise of stock options | 0.1 | 0.1 | ||||||
Vesting of restricted stock units | 0.1 | |||||||
Treasury stock purchased | (2.3) | (2.3) | ||||||
Dividends to shareholders | (20.8) | (20.8) | ||||||
Balance (in shares) at Jun. 30, 2023 | 193.3 | |||||||
Balance at Jun. 30, 2023 | $ 2 | 2,345.3 | (294.4) | 2,511.5 | (202.6) | 100.2 | 4,462 | |
Net income (loss) | (399.8) | (399.8) | ||||||
Net income (loss) | 4.3 | |||||||
Net income (loss) | (395.4) | (395.4) | ||||||
Other comprehensive income (loss) | (36.5) | (36.1) | (0.4) | (36.5) | ||||
Distributions to noncontrolling interests | (2.6) | (2.6) | ||||||
Stock-based compensation | 25.5 | 25.5 | ||||||
Employee share purchase plan | 0.2 | |||||||
Employee share purchase plan | $ 0 | 15.8 | 15.8 | |||||
Vesting of restricted stock units | 0.3 | |||||||
Treasury stock purchased | (0.1) | |||||||
Treasury stock purchased | (7.8) | (7.8) | ||||||
Dividends to shareholders | (20.5) | (20.5) | ||||||
Balance (in shares) at Sep. 30, 2023 | 193.7 | |||||||
Balance at Sep. 30, 2023 | $ 4,040.6 | $ 2 | $ 2,386.6 | $ (302.2) | $ 2,091.3 | $ (238.7) | $ 101.6 | $ 4,040.6 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting and Reporting Policies | Significant Accounting and Reporting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for a fair statement of the interim 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. The interim results presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on February 14, 2023. 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. Revision of Previously Issued Financial Statements During the second quarter of 2023, the Company identified an error in the classification of employee costs related to certain of our recent acquisitions between cost of services and selling, general and administrative in the Consolidated Statements of Income, which resulted in the understatement of cost of services and the overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. The identified errors impacted the Company's previously issued 2022 quarterly and annual financial statements, and quarterly financial statements for the three months ended March 31, 2023. The Company evaluated the error and determined that the related impact was not material to the Consolidated Statements of Income for any prior period and had no impact on the Consolidated Balance Sheet, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Stockholder’s Equity for any period presented. The Company has revised the previously issued Consolidated Statements of Income for the three and nine months ended September 30, 2022 to correct for such error and these revisions are reflected in this Form 10-Q. The Company will also correct previously reported financial information for this error in its future filings, as applicable. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Income for each affected period is presented in Note 19, “Revision of Previously Issued Financial Statements.” Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts. 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: Nine Months Ended September 30, 2023 2022 Beginning balance $ 11.0 $ 10.7 Provision for losses on trade accounts receivable 4.5 4.3 Write-offs, net of recovered accounts (0.4) (4.1) Ending balance $ 15.1 $ 10.9 Long-Lived Assets and Goodwill 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. We test goodwill for impairment on an annual basis, in the fourth quarter, or more frequently if events or circumstances indicate that the carrying value of one or more of our reporting units exceeds its fair value. We continually monitor events and changes in circumstances such as changes in market conditions and other relevant factors that could indicate that the fair value of our reporting units may more likely than not have fallen below its respective carrying value. The ongoing uncertainty and the unpredictable nature of the macroeconomic environment could impact our estimates and assumptions utilized in our impairment tests, which may result in future impairments that could be material and negatively impact our results of operations. See Note 5, “Goodwill” and Note 6, “Intangible Assets” for additional information about these assets. Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion in the third quarter of 2023. Recent Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements that apply to TransUnion that have not been adopted. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisition The following transaction was accounted for as a business combination 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 this acquisition are included in our consolidated financial statements from the date of acquisition. 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. 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 of these discontinued operations. Purchase Price Allocation The purchase price for this acquisition was finalized as of December 31, 2022. As of March 31, 2023, we finalized the valuation of the assets acquired and liabilities assumed, with no significant changes in the amounts and related disclosures compared with December 31, 2022. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Non-core businesses from the VF acquisition As discussed in Note 2, “Business Acquisition,” 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 sold these non-core businesses on December 30, 2022, and therefore have no assets or liabilities of these businesses on our consolidated balance sheet for the periods presented. The expenses related to these non-core businesses for the three and nine months ended September 30, 2023, were not significant. We finalized the purchase price for these non-core businesses in the third quarter of 2023 and recorded a $0.5 million reduction of the gain on sale. Healthcare business On December 17, 2021, we completed the sale of our Healthcare business. During the nine months ended September 30, 2022, we recorded a $0.5 million true-up to the selling price related to this business, which is reflected in the table below. Discontinued operations, net of tax Discontinued operations, net of tax, reflected in the table below for the three and nine months ended September 30, 2022, is related to the non-core businesses from the VF acquisition as well as an incremental gain on sale of discontinued operations, net of tax, related to our Healthcare business. Discontinued operations, net of tax, as reported on our Consolidated Statements of Income for the three and nine months ended September 30, 2022, consisted of the following: (in millions) Three Months Ended September 30, Nine Months Ended September 30, 2022 Revenue $ 12.9 $ 23.8 Operating expenses Cost of services (exclusive of depreciation and amortization below) 3.1 7.8 Selling, general and administrative 5.3 9.8 Total operating expenses $ 8.4 $ 17.6 Operating income of discontinued operations 4.6 6.2 Non-operating income and (expense) (1.4) (3.6) Income before income taxes from discontinued operations $ 3.2 $ 2.6 Provision for income taxes (0.8) (0.8) Gain on sale of discontinued operations, net of tax — 0.5 Discontinued operations, net of tax $ 2.4 $ 2.3 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: (in millions) September 30, 2023 December 31, 2022 Prepaid expenses $ 151.7 $ 145.1 Marketable securities (Note 16) 2.6 2.6 Other 132.2 115.0 Total other current assets $ 286.5 $ 262.7 Other includes other investments in non-negotiable certificates of deposit that are recorded at their carrying value, which approximates fair value. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating segment. 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 test goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value. During the three months ended September 30, 2023, we identified a triggering event requiring an interim impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $495.0 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures and rising interest rates increasingly impacted our business for the current quarter and the near-term outlook. Due to these factors, management now believes the U.K. recovery will take longer, and will be at a slower pace, than previously expected. As a result, we have revised our short-term and mid-term forecasts for revenue and EBITDA expectations for our United Kingdom reporting unit. These factors have particularly impacted the online-only FinTech lenders that represent the largest vertical within our United Kingdom reporting unit. These lenders have seen significant declines in their access to capital impacting their ability to lend and in some cases leading to bankruptcies. Our quantitative impairment test for the United Kingdom reporting unit consisted of a fair value calculation that combines an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method. 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 the United Kingdom 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 the United Kingdom. Market multiples are based on the guideline public company method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies. We believe the assumptions that we use in our quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such assumptions are inherently uncertain, and a change in assumptions could change the estimated fair value of our United Kingdom reporting unit. Therefore, future impairments of our United Kingdom reporting unit could be required, which could be material to the consolidated financial statements. While unfavorable macroeconomic conditions are impacting some of our other reporting units, these reporting units are less sensitive to a change in forecast assumptions than our United Kingdom reporting unit due to greater excess of fair value over carrying value as of our 2022 goodwill impairment test. We did not identify a triggering event in any other reporting unit. Goodwill allocated to our reportable segments and the changes in the carrying amount of goodwill during the nine months ended September 30, 2023, consisted of the following: (in millions) U.S. Markets International Consumer Total Balance, December 31, 2022 $ 3,602.7 $ 1,269.6 $ 679.1 $ 5,551.4 Purchase accounting measurement period adjustments (0.4) — — (0.4) Foreign exchange rate adjustment (0.4) 29.9 — 29.5 Impairment — (495.0) — (495.0) Balance, September 30, 2023 $ 3,601.9 $ 804.5 $ 679.1 $ 5,085.5 The gross and net goodwill balances at each period were as follows: September 30, 2023 December 31, 2022 (in millions) Gross Goodwill Accumulated impairment Net Goodwill Gross Goodwill Accumulated impairment Net Goodwill U.S Markets $ 3,601.9 $ — $ 3,601.9 $ 3,602.7 $ — $ 3,602.7 International 1,299.5 (495.0) 804.5 1,269.6 — 1,269.6 Consumer Interactive 679.1 — 679.1 679.1 — 679.1 Total $ 5,580.5 $ (495.0) $ 5,085.5 $ 5,551.4 $ — $ 5,551.4 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. 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: September 30, 2023 December 31, 2022 (in millions) Gross Accumulated Net Gross Accumulated Net Customer relationships $ 2,052.8 $ (419.1) $ 1,633.7 $ 2,048.6 $ (330.9) $ 1,717.7 Internal use software 2,135.8 (1,177.7) 958.1 1,959.8 (1,029.8) 930.0 Database and credit files 1,348.8 (797.2) 551.6 1,337.7 (725.6) 612.1 Trademarks, copyrights and patents 587.6 (185.0) 402.6 587.7 (173.2) 414.5 Noncompete and other agreements 10.5 (10.3) 0.2 10.5 (9.1) 1.4 Total intangible assets $ 6,135.6 $ (2,589.3) $ 3,546.3 $ 5,944.1 $ (2,268.6) $ 3,675.5 Changes in the carrying amount of intangible assets between periods consisted of the following: (in millions) Gross Accumulated Amortization Net Balance, December 31, 2022 $ 5,944.1 $ (2,268.6) $ 3,675.5 Developed internal use software 175.6 — 175.6 Amortization — (316.8) (316.8) Foreign exchange rate adjustment 15.8 (3.9) 11.9 Balance, September 30, 2023 $ 6,135.6 $ (2,589.3) $ 3,546.3 All amortizable intangible assets are amortized on a straight-line basis, which approximates the pattern of benefit, over their estimated useful lives. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: (in millions) September 30, 2023 December 31, 2022 Investments in affiliated companies (Note 8) $ 291.7 $ 265.9 Right-of-use lease assets 108.3 127.4 Interest rate swaps (Notes 11 and 16) 235.1 237.7 Note Receivable (Note 16) 77.9 70.3 Other 96.8 69.7 Total other assets $ 809.7 $ 771.0 |
Investments in Affiliated Compa
Investments in Affiliated Companies | 9 Months Ended |
Sep. 30, 2023 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | Investments in Affiliated Companies Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to 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 account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our Cost Method Investments, at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense. 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) September 30, 2023 December 31, 2022 Cost Method Investments $ 238.5 $ 213.1 Equity method investments 49.4 49.8 Limited partnership investment 3.7 3.0 Total investments in affiliated companies (Note 7) $ 291.7 $ 265.9 These balances are included in other assets in the consolidated balance sheets. The increase in Cost Method Investments is due to three new Cost Method Investments made during the first quarter of 2023, two of which are recorded in our U.S. Markets segment and one in our International segment and an additional investment in an existing Cost Method Investment in our U.S. Markets segment made during the third quarter of 2023, partially offset by an impairment loss of $9.1 million of a Cost Method Investment in our U.S. Markets segment. Earnings from equity method investments, w hich are incl uded in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Earnings from equity method investments (Note 17) $ 3.7 $ 3.5 $ 11.7 $ 9.7 Dividends received from equity method investments — 0.5 17.2 11.1 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: (in millions) September 30, 2023 December 31, 2022 Accrued payroll and employee benefits $ 158.6 $ 208.5 Accrued legal and regulatory matters (Note 18) 148.4 125.0 Deferred revenue (Note 13) 111.7 111.9 Operating lease liabilities 30.2 33.7 Income taxes payable 14.7 8.0 Other 62.3 53.5 Total other current liabilities $ 525.9 $ 540.5 The decrease in accrued payroll and employee benefits is due primarily to bonus, commissions and salaries paid during the first quarter of 2023 that were earned in 2022. |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure | Other Liabilities Other liabilities consisted of the following: (in millions) September 30, 2023 December 31, 2022 Operating lease liabilities $ 84.8 $ 102.0 Unrecognized tax benefits, net of indirect tax effects (Note 15) 44.0 40.1 Put option (Note 16) 3.7 10.0 Deferred revenue (Note 13) 7.8 5.3 Other 14.3 16.5 Total other liabilities $ 154.6 $ 173.9 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Debt Debt outstanding consisted of the following: (in millions) September 30, 2023 December 31, 2022 Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest (7.68% 1 at September 30, 2023 and 6.63% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $4.3 million and $24.2 million, respectively, at September 30, 2023, and of $5.3 million and $29.9 million, respectively, at December 31, 2022 $ 2,192.3 $ 2,433.7 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest (7.17% 1 at September 30, 2023 and 6.13% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $2.1 million and $5.0 million, respectively, at September 30, 2023, and of $2.5 million and $6.2 million, respectively, at December 31, 2022 2,185.4 2,203.3 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest (6.92% 1 at September 30, 2023 and 6.13% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $0.8 million and $0.5 million, respectively, at September 30, 2023, and of $1.3 million and $0.8 million, respectively, at December 31, 2022 990.7 1,033.0 Finance leases 0.1 0.1 Senior Secured Revolving Credit Facility — — Total debt 5,368.5 5,670.1 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,253.9 $ 5,555.5 1. Periodic variable interest at Term SOFR, plus a credit spread adjustment, or alternate base rate, plus applicable margin. 2. Periodic variable interest at LIBOR or alternate base rate, plus applicable margin. 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, Inc. (“Neustar”). In May 2023, we amended the Senior Secured Credit Facility to replace the reference rate from London Interbank Offered Rate (“LIBOR”) to Term Secured Overnight Financing Rate (“Term SOFR”). We applied the practical expedient for reference rate reform to treat the amendment as a continuation of the existing debt agreement. During the three and nine months ended September 30, 2023, we prepaid $75.0 million and $225.0 million, respectively, of our Senior Secured Term Loan B-6, funded from our cash-on-hand. As a result, for the three and nine months ended September 30, 2023, we expensed $1.0 million and $3.1 million, respectively, of our unamortized original issue discount and deferred financing fees to other income and expense in our Consolidated Statement of Income. During the nine months ended September 30, 2022, we prepaid $400.0 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand. As a result, for the nine months ended September 30, 2022, we expensed $6.5 million of our unamortized original issue discount and deferred financing fees to other income and expense in our consolidated statement of income. As of September 30, 2023, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit, and could have borrowed up to the remaining $298.8 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 September 30, 2023, we were in compliance with all debt covenants. Interest Rate Hedging Effective May 31, 2023, we amended all our interest rate swaps to replace the reference rate from LIBOR to Term SOFR. We applied the practical expedient for reference rate reform to continue to apply hedge accounting to the existing relationships. On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,305.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% 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 variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,572.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap a greements as cash flow hedges. On March 10, 2020, we entered into two interest rate swap agree ments with various counterparties that effectively fix our variable interest rate 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 commenced on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,085.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates varying between 0.8680% and 0.8800% 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 variable rate 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. 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 $2.0 million ($1.5 million, net of tax) and of $83.6 million ($62.9 million, net of tax) for the three months ended September 30, 2023 and 2022, respectively, recorded in other comprehensive income. The net change in the fair value of the swaps resulted in unrealized loss of $2.7 million ($2.0 million, net of tax) and unrealized gain of $274.5 million ($206.1 million, net of tax) for the nine months ended September 30, 2023 and 2022, respectively, recorded in other comprehensive income. The impact of the swaps was a reduction to interest expense of $30.8 million ($23.1 million, net of tax) and $5.1 million ($3.9 million, net of tax) for the three months ended September 30, 2023 and 2022, respectively. The impact of the swaps was a reduction to interest expense of $81.1 million ($60.9 million, net of tax) and an increase to interest expense of $17.2 million ($12.9 million, net of tax) for the nine months ended September 30, 2023 and 2022, respectively. We currently expect to recognize a gain of approximately $119.4 million as a reduction to interest expense due to our expectation that the variable rate that we receive will exceed the fixed rates of interest over the next twelve months. Fair Value of Debt As of September 30, 2023 and December 31, 2022, the fair value of our Senior Secured Term Loan B-6, excluding original issue discounts and deferred fees was approxi mately $2,226.3 million and $2,450.5 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,192.5 million and $2,184.4 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of our Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees, was approximately $992.5 million an d $1,026.6 million, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity, Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure | Stockholders’ Equity Common Stock Dividends In the first, second and third quarter of 2023, we paid dividends of $0.105 per share totaling $20.8 million, $20.8 million and $20.5 million in each quarter, respectively. In the first and second quarter of 2022, we paid dividends of $0.095 per share and in the third quarter of 2022 we paid dividends of $0.105 per share, totaling $18.3 million, $18.3 million and $20.2 million, in each respective quarter. Dividen ds declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted s tock 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, ou r board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million. We have no obligation to repurchase additional shares. Any determination to repurchase a dditional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes. For the three months ended September 30, 2023 and 2022, 0.3 million and less than 0.1 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. For the nine months ended September 30, 2023 and 2022, 0.7 million and 0.9 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement with the Company. Preferred Stock |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue [Abstract] | |
Revenue | 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 September 30, 2023 and December 31, 2022. 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 $34.1 million thereafter. For additional disclosures about the disaggregation of our revenue see Note 17, “Reportable Segments.” |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans. As of September 30, 2023, there were 1.3 million anti-dilutive weighted stock-based awards outstanding, compared to 1.1 million as of September 30, 2022. As of September 30, 2023 and 2022, there were approximately 0.5 million and 0.2 million, respectively, contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, because the contingencies had not been met. Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net income per share. Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Nine Months Ended September 30, (in millions, except per share data) 2023 2022 2023 2022 Income (loss) from continuing operations $ (394.9) $ 80.3 $ (280.6) $ 232.0 Less: income from continuing operations attributable to noncontrolling interests (4.3) (3.5) (11.9) (11.3) Income (loss) from continuing operations attributable to TransUnion $ (399.3) $ 76.8 (292.5) 220.7 Discontinued operations, net of tax (0.5) 2.4 (0.7) 2.3 Net income (loss) attributable to TransUnion $ (399.8) $ 79.2 $ (293.2) $ 223.0 Basic earnings per common share 1 from: Income (loss) from continuing operations attributable to TransUnion $ (2.06) $ 0.40 $ (1.51) $ 1.15 Discontinued operations, net of tax — 0.01 — 0.01 Net Income (loss) attributable to TransUnion $ (2.07) $ 0.41 $ (1.52) $ 1.16 Diluted earnings per common share 1 from: Income (loss) from continuing operations attributable to TransUnion $ (2.06) $ 0.40 $ (1.51) $ 1.14 Discontinued operations, net of tax — 0.01 — 0.01 Net Income (loss) attributable to TransUnion $ (2.07) $ 0.41 $ (1.52) $ 1.15 Weighted-average shares outstanding: Basic 193.4 192.6 193.3 192.4 Dilutive impact of stock based awards — 0.5 — 0.7 Diluted 193.4 193.2 193.3 193.1 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2023, we reported an effective tax rate of (6.0)%, which was lower than the 21.0% U.S. federal corporate statutory rate due primarily to the impact of non-deductible goodwill impairment. For the three months ended September 30, 2022, we reported an effective tax rate of 27.6%, which was higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases in valuation allowances, nondeductible expenses in connection with executive compensation limitations, non-U.S. return-to-provision adjustments and other rate-impacting items, partially offset by benefits from the foreign rate differential, which includes the cumulative effect of a legal entity restructuring implemented in the third quarter of 2022 and the research and development credit. For the nine months ended September 30, 2023 , we reported an effective tax rate of (27.2)%, which was lower than the 21.0% U.S. federal corporate statutory rate due primarily to the impact of non-deductible goodwill impairment. For the nine months ended September 30, 2022, we reported an effective tax rate of 26.6%, which was higher than the 21.0% U.S. federal corporate statutory rate due primarily to nondeductible expenses in connection with certain legal and regulatory matters and executive compensation limitations, increases in valuation allowances and other rate-impacting items, partially offset by excess tax benefits on stock-based compensation, benefits from the research and development credit, and benefits from the foreign rate differential, which includes the cumulative effect of a legal entity restructuring implemented in the third quarter of 2022. The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $49.2 million as of September 30, 2023 , and $45.1 million as of December 31, 2022. The amounts that would affect the effective tax rate if recognized were $35.2 million as of September 30, 2023, and $30.5 million as of December 31, 2022. 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 $13.0 million as of September 30, 2023 , and $10.1 million as of December 31, 2022. 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 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2023: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 7 and 11) $ 235.1 $ — $ 235.1 $ — Note Receivable (Note 7) 77.9 — 77.9 — Available-for-sale marketable securities (Note 4) 2.6 — 2.6 — Total $ 315.6 $ — $ 315.6 $ — Liabilities Put option on Cost Method Investment (Note 10) $ 3.7 $ — $ — $ 3.7 Total $ 3.7 $ — $ — $ 3.7 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 (Notes 7 and 11) $ 237.7 $ — $ 237.7 $ — Note Receivable (Note 7) 70.3 — 70.3 — Available-for-sale marketable securities (Note 4) 2.6 — 2.6 — Total $ 310.6 $ — $ 310.6 $ — Liabilities Put option on Cost Method Investment (Note 10) $ 10.0 $ — $ — $ 10.0 Total $ 10.0 $ — $ — $ 10.0 Level 2 instruments consist of foreign exchange-traded corporate bonds, interest rate swaps and notes 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 discussed in Note 11, “Debt,” there are three tranches of interest rate swaps. 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 initially 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 is determined each 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 a put option on a Cost Method Investment. The put option allows the owners of the remaining shares to compel TransUnion to purchase their 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. |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Reportable Segments We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. 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 13, “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. 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. The revenue of Argus is included in Financial Services since the date of the acquisition. • Emerging Verticals: Emerging Verticals include Technology, Commerce & Communications, Insurance, Media, Services & Collections, Tenant & Employment, and Public 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. 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. Corporate Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature. Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Gross Revenue: U.S. Markets: Financial Services $ 322.6 $ 323.3 $ 975.1 $ 958.6 Emerging Verticals 310.9 297.8 920.9 895.8 Total U.S. Markets $ 633.5 $ 621.1 $ 1,896.1 $ 1,854.4 International: Canada $ 36.7 $ 32.4 $ 103.1 $ 96.2 Latin America 30.9 28.6 89.4 85.3 United Kingdom 49.8 48.5 146.0 154.5 Africa 15.2 15.5 44.3 45.9 India 56.1 44.4 161.8 129.8 Asia Pacific 22.3 19.8 65.6 55.7 Total International $ 211.0 $ 189.2 $ 610.1 $ 567.4 Total Consumer Interactive $ 143.1 $ 147.3 $ 429.4 $ 444.3 Total revenue, gross $ 987.6 $ 957.6 $ 2,935.6 $ 2,866.1 Intersegment revenue eliminations: U.S. Markets $ (18.0) $ (17.6) $ (54.0) $ (53.1) International (1.5) (1.5) (4.3) (4.5) Consumer Interactive 0.5 (0.3) (0.4) (0.8) Total intersegment eliminations $ (19.0) $ (19.4) $ (58.7) $ (58.4) Total revenue as reported $ 968.7 $ 938.2 $ 2,876.9 $ 2,807.8 A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 U.S. Markets Adjusted EBITDA $ 223.0 $ 218.4 $ 645.1 $ 669.5 International Adjusted EBITDA 95.5 83.9 266.9 246.9 Consumer Interactive Adjusted EBITDA 72.1 73.1 209.9 210.0 Total $ 390.6 $ 375.3 $ 1,121.9 $ 1,126.4 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses 1 $ (34.5) $ (34.7) $ (104.3) $ (101.2) Net interest expense (67.8) (60.2) (202.1) (160.4) Depreciation and amortization (131.3) (129.6) (391.1) (389.0) Goodwill impairment 2 (495.0) — (495.0) — Stock-based compensation 3 (27.0) (19.9) (73.3) (60.8) Mergers and acquisitions, divestitures and business optimization 4 6.0 (7.8) (24.5) (36.4) Accelerated technology investment 5 (16.3) (12.1) (53.5) (32.2) Net other 6 (1.8) (3.8) (10.6) (41.7) Net income attributable to non-controlling interests 4.3 3.5 11.9 11.3 Total adjustments $ (763.3) $ (264.5) $ (1,342.4) $ (810.3) Income from continuing operations before income taxes $ (372.7) $ 110.8 $ (220.5) $ 316.1 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 nat ure. 2. For the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $(495.0) million related to our United Kingdom reporting unit in our International segment. 3. Consisted of stock-based compensation and cash-settled stock-based compensation. 4. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: For the three months ended September 30, 2023, $(4.1) million of Neustar integration costs; $(1.7) million of acquisition expenses; a $(1.0) million adjustment to fair value of a note receivable; an $11.7 million adjustment to the fair value of a put option liability related to a minority investment; and $1.1 million of reimbursements for transition services related to divested businesses, net of separation expenses. For the three months ended September 30, 2022, $(8.7) million of Neustar integration costs; $(3.4) million of acquisition expenses; a $3.4 million gain related to government net tax reimbursement from a recent business acquisition; $0.7 million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.3 million adjustment to the fair value of a put option liability related to a minority investment. For the nine months ended September 30, 2023, $(15.6) million of Neustar integration costs; a $(9.1) million loss on the impairment of a Cost Method Investment; $(5.5) million of acquisition expenses; $(5.1) million of adjustments to liabilities from a recent acquisition; a $6.2 million adjustment to the fair value of a put option liability related to a minority investment; $2.4 million of reimbursements for transition services related to divested businesses, net of separation expenses; a $1.3 million adjustment to the fair value of a note receivable; and a $0.8 million gain on the disposal of a Cost Method Investment. For the nine months ended September 30, 2022: $(25.5) million of Neustar integration costs; $(21.4) million of acquisition expenses; $6.0 million of reimbursements for transition services related to divested businesses, net of separation expenses; a $3.4 million gain related to government net tax reimbursement from a recent business acquisition; and a $1.0 million adjustment to the fair value of a put option liability related to a minority investment. 5. Represents expenses associated with our accelerated technology investment to migrate to the cloud. 6. Net other consisted of the following adjustments: For the three months ended September 30, 2023, $(1.0) million of deferred loan fees written off as a result of the prepayment on our debt; and a $(0.9) million net loss from currency remeasurement of our foreign operations, loan fees and other. For the three months ended September 30, 2022, $(3.8) million net losses from currency remeasurement of our foreign operations, loan fees and other. For the nine months ended September 30, 2023, $(3.1) million of deferred loan fees written off as a result of the prepayment on our debt; and a $(7.5) million net loss from currency remeasurement of our foreign operations, loan fees and other. For the nine months ended September 30, 2022, $(28.4) million for certain legal and regulatory expenses; $(6.8) million net losses from currency remeasurement of our foreign operations, loan fees and other; and $(6.5) million of deferred loan fees written off as a result of the prepayments on our debt. Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 U.S. Markets $ (0.3) $ 0.2 $ 0.7 $ 1.0 International 4.0 3.3 10.9 8.7 Total (Note 8) $ 3.7 $ 3.5 $ 11.7 $ 9.7 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Contingencies [Abstract] | |
Contingencies Disclosure | Contingencies Legal and Regulatory Matters We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance. In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal investigations and inquiries by regulators, we sometimes receive civil investigative demands, 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 or penalties 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. 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, except for the lawsuit filed by the Consumer Financial Protection Bureau (the “CFPB”) referenced below, that would not have some level of coverage by insurance after the relevant deductible, if any, is met. As of September 30, 2023 and December 31, 2022, we have accrued $148.4 million and $125.0 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. 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. We continue to be in active litigation on this matter. As of September 30, 2023 and December 31, 2022, we have an accrued liability of $56.0 million 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 Federal Trade Commission (“FTC”). On October 5, 2023, we reached a settlement in the form of a Consent Order with the CFPB and the FTC regarding this matter, pursuant to which we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties and to implement certain business process changes. As of September 30, 2023, we have recorded an accrued liability for these amounts. In June 2022, the CFPB informed Trans Union LLC that it intended to issue a NORA letter following an investigation relating to alleged violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. We have corrected associated system issues and have processes in place to monitor and address issues going forward. In August 2022, the TU 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. On April 14, 2023, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On October 10, 2023, we reached a settlement in the form of a Consent Order with the CFPB regarding this matter, pursuant to which we agreed to pay $3.0 million in redress and $5.0 million in civil money penalties. As of September 30, 2023, we have recorded an accrued liability for these amounts. Argus Department of Justice Matter We are cooperating with an investigation originating from the civil division of the United States Attorney’s Office for the Eastern District of Virginia related to Argus’s use of certain data it collected under certain government contracts. We acquired Argus in connection with our acquisition of VF in April 2022. This matter pertains to alleged conduct that commenced before we acquired Argus. We are cooperating with Verisk Analytics, Inc. (the “Seller”) to respond to the Department of Justice’s |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements As discussed in Note 1, the Company identified an error in the classification of employee cost s related to certain of our recent acquisitions between co st of services and selling, general and administrative in the Consolidated Statements of Income. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Income previously filed in the Annual Report on Form 10-K and in unaudited Quarterly Reports on Form 10-Q is as follows: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (in millions) As Previously Reported Adjustment As Revised As Previously Reported Adjustment As Revised Operating expenses Cost of services (exclusive of depreciation and amortization) $ 305.6 $ 32.6 $ 338.2 $ 911.7 $ 76.5 $ 988.2 Selling, general and administrative 333.6 (32.6) 301.0 1,020.1 (76.5) 943.6 Depreciation and amortization 129.6 — 129.6 389.0 — 389.0 Total operating expenses $ 768.8 $ — $ 768.8 $ 2,320.8 $ — $ 2,320.8 Twelve Months Ended December 31, 2022 (in millions) As Previously Reported Adjustment As Revised Operating expenses Cost of services (exclusive of depreciation and amortization) $ 1,222.9 $ 105.0 $ 1,327.9 Selling, general and administrative 1,337.4 (105.0) 1,232.4 Depreciation and amortization 519.0 — 519.0 Total operating expenses $ 3,079.3 $ — $ 3,079.3 Three Months Ended March 31, 2023 (in millions) As Previously Reported Adjustment As Revised Operating expenses Cost of services (exclusive of depreciation and amortization) $ 324.9 $ 37.8 $ 362.7 Selling, general and administrative 340.5 (37.8) 302.7 Depreciation and amortization 129.7 — 129.7 Total operating expenses $ 795.1 $ — $ 795.1 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (399.8) | $ 79.2 | $ (293.2) | $ 223 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Jennifer A. Williams [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the three months ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as such terms are defined in Item 408 of Regulation S-K. | |
Arrangement Duration | 364 days |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for a fair statement of the interim 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. The interim results presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on February 14, 2023. 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. Revision of Previously Issued Financial Statements During the second quarter of 2023, the Company identified an error in the classification of employee costs related to certain of our recent acquisitions between cost of services and selling, general and administrative in the Consolidated Statements of Income, which resulted in the understatement of cost of services and the overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. The identified errors impacted the Company's previously issued 2022 quarterly and annual financial statements, and quarterly financial statements for the three months ended March 31, 2023. The Company evaluated the error and determined that the related impact was not material to the Consolidated Statements of Income for any prior period and had no impact on the Consolidated Balance Sheet, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Stockholder’s Equity for any period presented. The Company has revised the previously issued Consolidated Statements of Income for the three and nine months ended September 30, 2022 to correct for such error and these revisions are reflected in this Form 10-Q. The Company will also correct previously reported financial information for this error in its future filings, as applicable. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Income for each affected period is presented in Note 19, “Revision of Previously Issued Financial Statements.” |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Use of Estimates, Policy | Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts. |
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: Nine Months Ended September 30, 2023 2022 Beginning balance $ 11.0 $ 10.7 Provision for losses on trade accounts receivable 4.5 4.3 Write-offs, net of recovered accounts (0.4) (4.1) Ending balance $ 15.1 $ 10.9 |
Goodwill and Intangible Assets, Policy | Long-Lived Assets and Goodwill 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. We test goodwill for impairment on an annual basis, in the fourth quarter, or more frequently if events or circumstances indicate that the carrying value of one or more of our reporting units exceeds its fair value. We continually monitor events and changes in circumstances such as changes in market conditions and other relevant factors that could indicate that the fair value of our reporting units may more likely than not have fallen below its respective carrying value. The ongoing uncertainty and the unpredictable nature of the macroeconomic environment could impact our estimates and assumptions utilized in our impairment tests, which may result in future impairments that could be material and negatively impact our results of operations. See Note 5, “Goodwill” and Note 6, “Intangible Assets” for additional information about these assets. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion in the third quarter of 2023. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements that apply to TransUnion that have not been adopted. |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies Allowance for Doubtful Accounts (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Allowance for Doubtful Accounts [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following is a roll-forward of the allowance for doubtful accounts for the periods presented: Nine Months Ended September 30, 2023 2022 Beginning balance $ 11.0 $ 10.7 Provision for losses on trade accounts receivable 4.5 4.3 Write-offs, net of recovered accounts (0.4) (4.1) Ending balance $ 15.1 $ 10.9 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Discontinued operations, net of tax, as reported on our Consolidated Statements of Income for the three and nine months ended September 30, 2022, consisted of the following: (in millions) Three Months Ended September 30, Nine Months Ended September 30, 2022 Revenue $ 12.9 $ 23.8 Operating expenses Cost of services (exclusive of depreciation and amortization below) 3.1 7.8 Selling, general and administrative 5.3 9.8 Total operating expenses $ 8.4 $ 17.6 Operating income of discontinued operations 4.6 6.2 Non-operating income and (expense) (1.4) (3.6) Income before income taxes from discontinued operations $ 3.2 $ 2.6 Provision for income taxes (0.8) (0.8) Gain on sale of discontinued operations, net of tax — 0.5 Discontinued operations, net of tax $ 2.4 $ 2.3 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: (in millions) September 30, 2023 December 31, 2022 Prepaid expenses $ 151.7 $ 145.1 Marketable securities (Note 16) 2.6 2.6 Other 132.2 115.0 Total other current assets $ 286.5 $ 262.7 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill allocated to our reportable segments and the changes in the carrying amount of goodwill during the nine months ended September 30, 2023, consisted of the following: (in millions) U.S. Markets International Consumer Total Balance, December 31, 2022 $ 3,602.7 $ 1,269.6 $ 679.1 $ 5,551.4 Purchase accounting measurement period adjustments (0.4) — — (0.4) Foreign exchange rate adjustment (0.4) 29.9 — 29.5 Impairment — (495.0) — (495.0) Balance, September 30, 2023 $ 3,601.9 $ 804.5 $ 679.1 $ 5,085.5 The gross and net goodwill balances at each period were as follows: September 30, 2023 December 31, 2022 (in millions) Gross Goodwill Accumulated impairment Net Goodwill Gross Goodwill Accumulated impairment Net Goodwill U.S Markets $ 3,601.9 $ — $ 3,601.9 $ 3,602.7 $ — $ 3,602.7 International 1,299.5 (495.0) 804.5 1,269.6 — 1,269.6 Consumer Interactive 679.1 — 679.1 679.1 — 679.1 Total $ 5,580.5 $ (495.0) $ 5,085.5 $ 5,551.4 $ — $ 5,551.4 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: September 30, 2023 December 31, 2022 (in millions) Gross Accumulated Net Gross Accumulated Net Customer relationships $ 2,052.8 $ (419.1) $ 1,633.7 $ 2,048.6 $ (330.9) $ 1,717.7 Internal use software 2,135.8 (1,177.7) 958.1 1,959.8 (1,029.8) 930.0 Database and credit files 1,348.8 (797.2) 551.6 1,337.7 (725.6) 612.1 Trademarks, copyrights and patents 587.6 (185.0) 402.6 587.7 (173.2) 414.5 Noncompete and other agreements 10.5 (10.3) 0.2 10.5 (9.1) 1.4 Total intangible assets $ 6,135.6 $ (2,589.3) $ 3,546.3 $ 5,944.1 $ (2,268.6) $ 3,675.5 Changes in the carrying amount of intangible assets between periods consisted of the following: (in millions) Gross Accumulated Amortization Net Balance, December 31, 2022 $ 5,944.1 $ (2,268.6) $ 3,675.5 Developed internal use software 175.6 — 175.6 Amortization — (316.8) (316.8) Foreign exchange rate adjustment 15.8 (3.9) 11.9 Balance, September 30, 2023 $ 6,135.6 $ (2,589.3) $ 3,546.3 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: (in millions) September 30, 2023 December 31, 2022 Investments in affiliated companies (Note 8) $ 291.7 $ 265.9 Right-of-use lease assets 108.3 127.4 Interest rate swaps (Notes 11 and 16) 235.1 237.7 Note Receivable (Note 16) 77.9 70.3 Other 96.8 69.7 Total other assets $ 809.7 $ 771.0 |
Investments in Affiliated Com_2
Investments in Affiliated Companies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates | Investments in affiliated companies consisted of the following: (in millions) September 30, 2023 December 31, 2022 Cost Method Investments $ 238.5 $ 213.1 Equity method investments 49.4 49.8 Limited partnership investment 3.7 3.0 Total investments in affiliated companies (Note 7) $ 291.7 $ 265.9 |
Schedule Of Equity Investments Income Statement Information | Earnings from equity method investments, w hich are incl uded in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Earnings from equity method investments (Note 17) $ 3.7 $ 3.5 $ 11.7 $ 9.7 Dividends received from equity method investments — 0.5 17.2 11.1 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in millions) September 30, 2023 December 31, 2022 Accrued payroll and employee benefits $ 158.6 $ 208.5 Accrued legal and regulatory matters (Note 18) 148.4 125.0 Deferred revenue (Note 13) 111.7 111.9 Operating lease liabilities 30.2 33.7 Income taxes payable 14.7 8.0 Other 62.3 53.5 Total other current liabilities $ 525.9 $ 540.5 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other liabilities consisted of the following: (in millions) September 30, 2023 December 31, 2022 Operating lease liabilities $ 84.8 $ 102.0 Unrecognized tax benefits, net of indirect tax effects (Note 15) 44.0 40.1 Put option (Note 16) 3.7 10.0 Deferred revenue (Note 13) 7.8 5.3 Other 14.3 16.5 Total other liabilities $ 154.6 $ 173.9 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: (in millions) September 30, 2023 December 31, 2022 Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest (7.68% 1 at September 30, 2023 and 6.63% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $4.3 million and $24.2 million, respectively, at September 30, 2023, and of $5.3 million and $29.9 million, respectively, at December 31, 2022 $ 2,192.3 $ 2,433.7 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest (7.17% 1 at September 30, 2023 and 6.13% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $2.1 million and $5.0 million, respectively, at September 30, 2023, and of $2.5 million and $6.2 million, respectively, at December 31, 2022 2,185.4 2,203.3 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest (6.92% 1 at September 30, 2023 and 6.13% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $0.8 million and $0.5 million, respectively, at September 30, 2023, and of $1.3 million and $0.8 million, respectively, at December 31, 2022 990.7 1,033.0 Finance leases 0.1 0.1 Senior Secured Revolving Credit Facility — — Total debt 5,368.5 5,670.1 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,253.9 $ 5,555.5 1. Periodic variable interest at Term SOFR, plus a credit spread adjustment, or alternate base rate, plus applicable margin. 2. Periodic variable interest at LIBOR or alternate base rate, plus applicable margin. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Nine Months Ended September 30, (in millions, except per share data) 2023 2022 2023 2022 Income (loss) from continuing operations $ (394.9) $ 80.3 $ (280.6) $ 232.0 Less: income from continuing operations attributable to noncontrolling interests (4.3) (3.5) (11.9) (11.3) Income (loss) from continuing operations attributable to TransUnion $ (399.3) $ 76.8 (292.5) 220.7 Discontinued operations, net of tax (0.5) 2.4 (0.7) 2.3 Net income (loss) attributable to TransUnion $ (399.8) $ 79.2 $ (293.2) $ 223.0 Basic earnings per common share 1 from: Income (loss) from continuing operations attributable to TransUnion $ (2.06) $ 0.40 $ (1.51) $ 1.15 Discontinued operations, net of tax — 0.01 — 0.01 Net Income (loss) attributable to TransUnion $ (2.07) $ 0.41 $ (1.52) $ 1.16 Diluted earnings per common share 1 from: Income (loss) from continuing operations attributable to TransUnion $ (2.06) $ 0.40 $ (1.51) $ 1.14 Discontinued operations, net of tax — 0.01 — 0.01 Net Income (loss) attributable to TransUnion $ (2.07) $ 0.41 $ (1.52) $ 1.15 Weighted-average shares outstanding: Basic 193.4 192.6 193.3 192.4 Dilutive impact of stock based awards — 0.5 — 0.7 Diluted 193.4 193.2 193.3 193.1 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Financial Instruments Measured At Fair Value, on Recurring Basis | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2022: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 7 and 11) $ 237.7 $ — $ 237.7 $ — Note Receivable (Note 7) 70.3 — 70.3 — Available-for-sale marketable securities (Note 4) 2.6 — 2.6 — Total $ 310.6 $ — $ 310.6 $ — Liabilities Put option on Cost Method Investment (Note 10) $ 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 September 30, 2023: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 7 and 11) $ 235.1 $ — $ 235.1 $ — Note Receivable (Note 7) 77.9 — 77.9 — Available-for-sale marketable securities (Note 4) 2.6 — 2.6 — Total $ 315.6 $ — $ 315.6 $ — Liabilities Put option on Cost Method Investment (Note 10) $ 3.7 $ — $ — $ 3.7 Total $ 3.7 $ — $ — $ 3.7 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Selected Segment Financial Information and Disaggregated Revenue | Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Gross Revenue: U.S. Markets: Financial Services $ 322.6 $ 323.3 $ 975.1 $ 958.6 Emerging Verticals 310.9 297.8 920.9 895.8 Total U.S. Markets $ 633.5 $ 621.1 $ 1,896.1 $ 1,854.4 International: Canada $ 36.7 $ 32.4 $ 103.1 $ 96.2 Latin America 30.9 28.6 89.4 85.3 United Kingdom 49.8 48.5 146.0 154.5 Africa 15.2 15.5 44.3 45.9 India 56.1 44.4 161.8 129.8 Asia Pacific 22.3 19.8 65.6 55.7 Total International $ 211.0 $ 189.2 $ 610.1 $ 567.4 Total Consumer Interactive $ 143.1 $ 147.3 $ 429.4 $ 444.3 Total revenue, gross $ 987.6 $ 957.6 $ 2,935.6 $ 2,866.1 Intersegment revenue eliminations: U.S. Markets $ (18.0) $ (17.6) $ (54.0) $ (53.1) International (1.5) (1.5) (4.3) (4.5) Consumer Interactive 0.5 (0.3) (0.4) (0.8) Total intersegment eliminations $ (19.0) $ (19.4) $ (58.7) $ (58.4) Total revenue as reported $ 968.7 $ 938.2 $ 2,876.9 $ 2,807.8 |
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: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 U.S. Markets Adjusted EBITDA $ 223.0 $ 218.4 $ 645.1 $ 669.5 International Adjusted EBITDA 95.5 83.9 266.9 246.9 Consumer Interactive Adjusted EBITDA 72.1 73.1 209.9 210.0 Total $ 390.6 $ 375.3 $ 1,121.9 $ 1,126.4 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses 1 $ (34.5) $ (34.7) $ (104.3) $ (101.2) Net interest expense (67.8) (60.2) (202.1) (160.4) Depreciation and amortization (131.3) (129.6) (391.1) (389.0) Goodwill impairment 2 (495.0) — (495.0) — Stock-based compensation 3 (27.0) (19.9) (73.3) (60.8) Mergers and acquisitions, divestitures and business optimization 4 6.0 (7.8) (24.5) (36.4) Accelerated technology investment 5 (16.3) (12.1) (53.5) (32.2) Net other 6 (1.8) (3.8) (10.6) (41.7) Net income attributable to non-controlling interests 4.3 3.5 11.9 11.3 Total adjustments $ (763.3) $ (264.5) $ (1,342.4) $ (810.3) Income from continuing operations before income taxes $ (372.7) $ 110.8 $ (220.5) $ 316.1 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 nat ure. 2. For the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $(495.0) million related to our United Kingdom reporting unit in our International segment. 3. Consisted of stock-based compensation and cash-settled stock-based compensation. 4. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: For the three months ended September 30, 2023, $(4.1) million of Neustar integration costs; $(1.7) million of acquisition expenses; a $(1.0) million adjustment to fair value of a note receivable; an $11.7 million adjustment to the fair value of a put option liability related to a minority investment; and $1.1 million of reimbursements for transition services related to divested businesses, net of separation expenses. For the three months ended September 30, 2022, $(8.7) million of Neustar integration costs; $(3.4) million of acquisition expenses; a $3.4 million gain related to government net tax reimbursement from a recent business acquisition; $0.7 million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.3 million adjustment to the fair value of a put option liability related to a minority investment. For the nine months ended September 30, 2023, $(15.6) million of Neustar integration costs; a $(9.1) million loss on the impairment of a Cost Method Investment; $(5.5) million of acquisition expenses; $(5.1) million of adjustments to liabilities from a recent acquisition; a $6.2 million adjustment to the fair value of a put option liability related to a minority investment; $2.4 million of reimbursements for transition services related to divested businesses, net of separation expenses; a $1.3 million adjustment to the fair value of a note receivable; and a $0.8 million gain on the disposal of a Cost Method Investment. For the nine months ended September 30, 2022: $(25.5) million of Neustar integration costs; $(21.4) million of acquisition expenses; $6.0 million of reimbursements for transition services related to divested businesses, net of separation expenses; a $3.4 million gain related to government net tax reimbursement from a recent business acquisition; and a $1.0 million adjustment to the fair value of a put option liability related to a minority investment. 5. Represents expenses associated with our accelerated technology investment to migrate to the cloud. 6. Net other consisted of the following adjustments: For the three months ended September 30, 2023, $(1.0) million of deferred loan fees written off as a result of the prepayment on our debt; and a $(0.9) million net loss from currency remeasurement of our foreign operations, loan fees and other. For the three months ended September 30, 2022, $(3.8) million net losses from currency remeasurement of our foreign operations, loan fees and other. For the nine months ended September 30, 2023, $(3.1) million of deferred loan fees written off as a result of the prepayment on our debt; and a $(7.5) million net loss from currency remeasurement of our foreign operations, loan fees and other. For the nine months ended September 30, 2022, $(28.4) million for certain legal and regulatory expenses; $(6.8) million net losses from currency remeasurement of our foreign operations, loan fees and other; and $(6.5) million of deferred loan fees written off as a result of the prepayments on our debt. |
Earnings Losses From Equity Method Investments By Segment Included In Other Income And Expense | Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 U.S. Markets $ (0.3) $ 0.2 $ 0.7 $ 1.0 International 4.0 3.3 10.9 8.7 Total (Note 8) $ 3.7 $ 3.5 $ 11.7 $ 9.7 |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Corrections to Impacted Financial Statements | A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Income previously filed in the Annual Report on Form 10-K and in unaudited Quarterly Reports on Form 10-Q is as follows: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (in millions) As Previously Reported Adjustment As Revised As Previously Reported Adjustment As Revised Operating expenses Cost of services (exclusive of depreciation and amortization) $ 305.6 $ 32.6 $ 338.2 $ 911.7 $ 76.5 $ 988.2 Selling, general and administrative 333.6 (32.6) 301.0 1,020.1 (76.5) 943.6 Depreciation and amortization 129.6 — 129.6 389.0 — 389.0 Total operating expenses $ 768.8 $ — $ 768.8 $ 2,320.8 $ — $ 2,320.8 Twelve Months Ended December 31, 2022 (in millions) As Previously Reported Adjustment As Revised Operating expenses Cost of services (exclusive of depreciation and amortization) $ 1,222.9 $ 105.0 $ 1,327.9 Selling, general and administrative 1,337.4 (105.0) 1,232.4 Depreciation and amortization 519.0 — 519.0 Total operating expenses $ 3,079.3 $ — $ 3,079.3 Three Months Ended March 31, 2023 (in millions) As Previously Reported Adjustment As Revised Operating expenses Cost of services (exclusive of depreciation and amortization) $ 324.9 $ 37.8 $ 362.7 Selling, general and administrative 340.5 (37.8) 302.7 Depreciation and amortization 129.7 — 129.7 Total operating expenses $ 795.1 $ — $ 795.1 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for Doubtful Accounts [Abstract] | ||||
Accounts Receivable, Allowance for Credit Loss | $ 15.1 | $ 10.9 | $ 11 | $ 10.7 |
Provision for losses on trade accounts receivable | 4.5 | 4.3 | ||
Accounts Receivable, Allowance For Credit Loss, Write-off (Recovery) | (0.4) | $ (4.1) | ||
Finite-Lived Intangible Assets, Net | 3,546.3 | 3,675.5 | ||
Long Lived Asset [Line Items] | ||||
Foreign exchange rate adjustment | 29.5 | |||
Internal use software | ||||
Allowance for Doubtful Accounts [Abstract] | ||||
Finite-Lived Intangible Assets, Net | $ 958.1 | $ 930 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - Verisk Financial Services - USD ($) $ in Millions | 9 Months Ended | |
Apr. 08, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100% | |
Business combination, consideration transferred | $ 505.7 | |
Purchase price adjustment | $ 2.3 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Verisk Financial Services | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Reduction to gain on sale | $ (0.5) | |
Healthcare Business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Reduction to gain on sale | $ 0 | $ 0.5 |
Net working capital adjustment | $ 0.5 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - Discontinued Operations, Disposed of by Sale - Healthcare Business - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 12.9 | $ 23.8 |
Operating expenses | ||
Cost of services (exclusive of depreciation and amortization below) | 3.1 | 7.8 |
Selling, general and administrative | 5.3 | 9.8 |
Total operating expenses | 8.4 | 17.6 |
Operating income of discontinued operations | 4.6 | 6.2 |
Non-operating income and (expense) | (1.4) | (3.6) |
Income before income taxes from discontinued operations | 3.2 | 2.6 |
Provision for income taxes | (0.8) | (0.8) |
Gain on sale of discontinued operations, net of tax | 0 | 0.5 |
Discontinued operations, net of tax | $ 2.4 | $ 2.3 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 151.7 | $ 145.1 |
Marketable securities (Note 16) | 2.6 | 2.6 |
Other Assets, Miscellaneous, Current | 132.2 | 115 |
Total other current assets | $ 286.5 | $ 262.7 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 495 | $ 0 | $ 495 | $ 0 |
Goodwill - Changes in Goodwill
Goodwill - Changes in Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | $ 5,551.4 | |||
Purchase accounting measurement period adjustments | (0.4) | |||
Foreign exchange rate adjustment | 29.5 | |||
Impairment | $ (495) | $ 0 | (495) | $ 0 |
Goodwill, Ending Balance | 5,085.5 | 5,085.5 | ||
U.S. Markets | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 3,602.7 | |||
Purchase accounting measurement period adjustments | (0.4) | |||
Foreign exchange rate adjustment | (0.4) | |||
Impairment | 0 | |||
Goodwill, Ending Balance | 3,601.9 | 3,601.9 | ||
International | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 1,269.6 | |||
Purchase accounting measurement period adjustments | 0 | |||
Foreign exchange rate adjustment | 29.9 | |||
Impairment | (495) | |||
Goodwill, Ending Balance | 804.5 | 804.5 | ||
Consumer Interactive | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 679.1 | |||
Purchase accounting measurement period adjustments | 0 | |||
Foreign exchange rate adjustment | 0 | |||
Impairment | 0 | |||
Goodwill, Ending Balance | $ 679.1 | $ 679.1 |
Goodwill - Gross and Net Goodwi
Goodwill - Gross and Net Goodwill Balances (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Gross Goodwill | $ 5,580.5 | $ 5,551.4 |
Accumulated impairment | (495) | 0 |
Net Goodwill | 5,085.5 | 5,551.4 |
U.S. Markets | ||
Goodwill [Line Items] | ||
Gross Goodwill | 3,601.9 | 3,602.7 |
Accumulated impairment | 0 | 0 |
Net Goodwill | 3,601.9 | 3,602.7 |
International | ||
Goodwill [Line Items] | ||
Gross Goodwill | 1,299.5 | 1,269.6 |
Accumulated impairment | (495) | 0 |
Net Goodwill | 804.5 | 1,269.6 |
Consumer Interactive | ||
Goodwill [Line Items] | ||
Gross Goodwill | 679.1 | 679.1 |
Accumulated impairment | 0 | 0 |
Net Goodwill | $ 679.1 | $ 679.1 |
Intangible Assets - Summary (De
Intangible Assets - Summary (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 6,135.6 | $ 5,944.1 |
Accumulated Amortization | (2,589.3) | (2,268.6) |
Net | 3,546.3 | 3,675.5 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,052.8 | 2,048.6 |
Accumulated Amortization | (419.1) | (330.9) |
Net | 1,633.7 | 1,717.7 |
Internal use software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,135.8 | 1,959.8 |
Accumulated Amortization | (1,177.7) | (1,029.8) |
Net | 958.1 | 930 |
Database and credit files | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,348.8 | 1,337.7 |
Accumulated Amortization | (797.2) | (725.6) |
Net | 551.6 | 612.1 |
Trademarks, copyrights and patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 587.6 | 587.7 |
Accumulated Amortization | (185) | (173.2) |
Net | 402.6 | 414.5 |
Noncompete and other agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 10.5 | 10.5 |
Accumulated Amortization | (10.3) | (9.1) |
Net | $ 0.2 | $ 1.4 |
Intangible Assets - Changes in
Intangible Assets - Changes in Carrying Amount (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, Beginning Balance | $ 5,944.1 |
Gross, Ending Balance | 6,135.6 |
Accumulated Amortization, Beginning Balance | (2,268.6) |
Accumulated Amortization, Ending Balance | (2,589.3) |
Net, Beginning Balance | 3,675.5 |
Net, Ending Balance | 3,546.3 |
Developed internal use software | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, period increase (decrease) | 175.6 |
Accumulated Amortization, period increase (decrease) | 0 |
Net, increase (decrease) | 175.6 |
Amortization | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, period increase (decrease) | 0 |
Accumulated Amortization, period increase (decrease) | (316.8) |
Net, increase (decrease) | (316.8) |
Foreign exchange rate adjustment | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, period increase (decrease) | 15.8 |
Accumulated Amortization, period increase (decrease) | (3.9) |
Net, increase (decrease) | $ 11.9 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Other assets | ||
Investments in affiliated companies (Note 8) | $ 291.7 | $ 265.9 |
Right-of-use lease assets | 108.3 | 127.4 |
Interest rate swaps (Notes 11 and 16) | 235.1 | 237.7 |
Note Receivable (Note 16) | 77.9 | 70.3 |
Other | 96.8 | 69.7 |
Other Assets, Noncurrent | $ 809.7 | $ 771 |
Investments in Affiliated Com_3
Investments in Affiliated Companies (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 USD ($) Segment | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||
Cost Method Investments | $ 238.5 | $ 238.5 | $ 213.1 |
Equity Method Investments | 49.4 | 49.4 | 49.8 |
Limited Partnership Investment | 3.7 | 3.7 | 3 |
Total investments in affiliated companies (Note 7) | $ 291.7 | 291.7 | $ 265.9 |
Investments in and Advances to Affiliates, Activity [Line Items] | |||
Number of Cost Method Investments acquired | Segment | 3 | ||
Impairment loss | $ 9.1 | ||
Cost Method Investments | |||
Investments in and Advances to Affiliates, Activity [Line Items] | |||
Impairment loss | $ 9.1 | ||
U.S. Markets | |||
Investments in and Advances to Affiliates, Activity [Line Items] | |||
Number of Cost Method Investments acquired | Segment | 2 | ||
International | |||
Investments in and Advances to Affiliates, Activity [Line Items] | |||
Number of Cost Method Investments acquired | Segment | 1 |
Investments in Affiliated Com_4
Investments in Affiliated Companies - Earnings and Dividends from Investment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Earnings from equity method investments | $ 3.7 | $ 3.5 | $ 11.7 | $ 9.7 |
Dividends received from equity method investments | $ 0 | $ 0.5 | $ 17.2 | $ 11.1 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 158.6 | $ 208.5 |
Accrued legal and regulatory matters (Note 18) | 148.4 | 125 |
Deferred revenue (Note 13) | 111.7 | 111.9 |
Operating lease liabilities | 30.2 | 33.7 |
Taxes Payable, Current | 14.7 | 8 |
Accrued Liabilities, Current | 62.3 | 53.5 |
Total other current liabilities | $ 525.9 | $ 540.5 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Operating lease liabilities | $ 84.8 | $ 102 |
Unrecognized tax benefits, net of indirect tax effects (Note 15) | 44 | 40.1 |
Derivative Liability, Noncurrent | 3.7 | 10 |
Deferred revenue (Note 13) | 7.8 | 5.3 |
Other Noncurrent Other Liabilities | 14.3 | 16.5 |
Total other liabilities | $ 154.6 | $ 173.9 |
Debt - Outstanding (Details)
Debt - Outstanding (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 01, 2021 | |
Debt Disclosure [Abstract] | ||||||
Debt outstanding | Debt outstanding consisted of the following: (in millions) September 30, 2023 December 31, 2022 Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest (7.68% 1 at September 30, 2023 and 6.63% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $4.3 million and $24.2 million, respectively, at September 30, 2023, and of $5.3 million and $29.9 million, respectively, at December 31, 2022 $ 2,192.3 $ 2,433.7 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest (7.17% 1 at September 30, 2023 and 6.13% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $2.1 million and $5.0 million, respectively, at September 30, 2023, and of $2.5 million and $6.2 million, respectively, at December 31, 2022 2,185.4 2,203.3 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest (6.92% 1 at September 30, 2023 and 6.13% 2 at December 31, 2022), net of original issue discount and deferred financing fees of $0.8 million and $0.5 million, respectively, at September 30, 2023, and of $1.3 million and $0.8 million, respectively, at December 31, 2022 990.7 1,033.0 Finance leases 0.1 0.1 Senior Secured Revolving Credit Facility — — Total debt 5,368.5 5,670.1 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,253.9 $ 5,555.5 1. Periodic variable interest at Term SOFR, plus a credit spread adjustment, or alternate base rate, plus applicable margin. 2. Periodic variable interest at LIBOR or alternate base rate, plus applicable margin. | |||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 5,368,500,000 | $ 5,368,500,000 | $ 5,670,100,000 | |||
Less short-term debt and current portion of long-term debt | (114,600,000) | (114,600,000) | (114,600,000) | |||
Total long-term debt | 5,253,900,000 | 5,253,900,000 | 5,555,500,000 | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | (2,000,000) | $ (83,600,000) | 2,700,000 | $ (274,500,000) | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | $ 1,500,000 | $ 62,900,000 | (2,000,000) | $ 206,100,000 | ||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 119,400,000 | |||||
Interest Rate Swap | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, Fixed Interest Rate | 2.702% | 2.702% | ||||
Interest Rate Swap | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, Fixed Interest Rate | 2.706% | 2.706% | ||||
2021 Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, Notional Amount | $ 1,572,000,000 | $ 1,572,000,000 | ||||
2021 Interest Rate Swap | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, Fixed Interest Rate | 1.38% | 1.38% | ||||
2021 Interest Rate Swap | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, Fixed Interest Rate | 1.3915% | 1.3915% | ||||
Senior Secured Term Loan B-6 | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 2,192,300,000 | $ 2,192,300,000 | $ 2,433,700,000 | |||
Debt Instrument, Maturity Date | Dec. 01, 2028 | |||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.68% | 7.68% | 6.63% | |||
Debt Instrument, Unamortized Discount (Premium), Net | $ 4,300,000 | $ 4,300,000 | $ 5,300,000 | $ 7,800,000 | ||
Debt Issuance Costs, Noncurrent, Net | 24,200,000 | 24,200,000 | 29,900,000 | $ 43,600,000 | ||
Senior Secured Term Loan B-5 | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 2,185,400,000 | $ 2,185,400,000 | $ 2,203,300,000 | |||
Debt Instrument, Maturity Date | Nov. 15, 2026 | |||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.17% | 7.17% | 6.13% | |||
Debt Instrument, Unamortized Discount (Premium), Net | $ 2,100,000 | $ 2,100,000 | $ 2,500,000 | |||
Debt Issuance Costs, Noncurrent, Net | 5,000,000 | 5,000,000 | 6,200,000 | |||
Senior Secured Term Loan A-3 | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 990,700,000 | $ 990,700,000 | $ 1,033,000,000 | |||
Debt Instrument, Maturity Date | Dec. 10, 2024 | |||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 6.92% | 6.92% | 6.13% | |||
Debt Instrument, Unamortized Discount (Premium), Net | $ 800,000 | $ 800,000 | $ 1,300,000 | |||
Debt Issuance Costs, Noncurrent, Net | 500,000 | 500,000 | 800,000 | |||
Senior Secured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | 0 | 0 | 0 | |||
Finance leases | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 100,000 | $ 100,000 | $ 100,000 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 01, 2021 | |
Debt Instrument [Line Items] | |||
Debt and Lease Obligation | $ 5,368.5 | $ 5,670.1 | |
Less short-term debt and current portion of long-term debt | (114.6) | (114.6) | |
2021 Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Derivative, Notional Amount | $ 1,572 | ||
2021 Interest Rate Swap | Minimum | |||
Debt Instrument [Line Items] | |||
Derivative, Fixed Interest Rate | 1.38% | ||
2021 Interest Rate Swap | Maximum | |||
Debt Instrument [Line Items] | |||
Derivative, Fixed Interest Rate | 1.3915% | ||
Senior Secured Term Loan B-5 | |||
Debt Instrument [Line Items] | |||
Debt and Lease Obligation | $ 2,185.4 | $ 2,203.3 | |
Debt Instrument, Maturity Date | Nov. 15, 2026 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.17% | 6.13% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 2.1 | $ 2.5 | |
Debt Issuance Costs, Noncurrent, Net | 5 | 6.2 | |
Senior Secured Term Loan B-6 | |||
Debt Instrument [Line Items] | |||
Debt and Lease Obligation | $ 2,192.3 | $ 2,433.7 | |
Debt Instrument, Maturity Date | Dec. 01, 2028 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.68% | 6.63% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 4.3 | $ 5.3 | $ 7.8 |
Debt Issuance Costs, Noncurrent, Net | $ 24.2 | $ 29.9 | $ 43.6 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 01, 2021 | |
Senior Secured Credit Facility | ||||||
Write off of Deferred Debt Issuance Cost | $ 1,000,000 | $ 3,100,000 | $ 6,500,000 | |||
Debt and Lease Obligation | 5,368,500,000 | 5,368,500,000 | $ 5,670,100,000 | |||
Letters of Credit Outstanding, Amount | 1,200,000 | 1,200,000 | ||||
Incremental Borrowings, Amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA | 100% | 100% | ||||
Incremental Borrowings Criteria, Senior Secured Leverage ratio | 4.25 | 4.25 | ||||
Net Leverage Ratio Requirement | 5.5 | 5.5 | ||||
Covenant Dividend Restriction Amount | $ 100,000,000 | $ 100,000,000 | ||||
Covenant Dividend Restriction Percentage of Consolidated EBITDA | 10% | 10% | ||||
Net Leverage Ratio Requirement, Dividends | 4.75 | 4.75 | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | $ 2,000,000 | $ 83,600,000 | $ (2,700,000) | 274,500,000 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 1,500,000 | 62,900,000 | (2,000,000) | 206,100,000 | ||
2020 3 year Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,085,000,000 | $ 1,085,000,000 | ||||
2020 3 year Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.868% | 0.868% | ||||
2020 3 year Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.88% | 0.88% | ||||
Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Interest Expense (Income), Hedge, gross of tax | $ (30,800,000) | (5,100,000) | $ 17,200,000 | (81,100,000) | ||
Interest Expense (Income), Hedge, net of tax | $ (23,100,000) | $ (3,900,000) | 12,900,000 | (60,900,000) | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 119,400,000 | |||||
Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.702% | 2.702% | ||||
Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.706% | 2.706% | ||||
2022 Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,305,000,000 | $ 1,305,000,000 | ||||
2022 Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 4.338% | 4.338% | ||||
2022 Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 4.387% | 4.387% | ||||
Senior Secured Revolving Credit Facility | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | $ 0 | $ 0 | 0 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 298,800,000 | 298,800,000 | ||||
Senior Secured Term Loan B-5 | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 2,185,400,000 | 2,185,400,000 | 2,203,300,000 | |||
Debt Instrument, Fair Value Disclosure | 2,192,500,000 | 2,192,500,000 | 2,184,400,000 | |||
Senior Secured Term Loan A-3 | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 990,700,000 | 990,700,000 | 1,033,000,000 | |||
Debt Instrument, Fair Value Disclosure | 992,500,000 | 992,500,000 | 1,026,600,000 | |||
Senior Secured Term Loan B-6 | ||||||
Senior Secured Credit Facility | ||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | 75,000,000 | 225,000,000 | 400,000,000 | |||
Write off of Deferred Debt Issuance Cost | 1,000,000 | 3,100,000 | $ 6,500,000 | |||
Debt and Lease Obligation | 2,192,300,000 | 2,192,300,000 | 2,433,700,000 | |||
Debt Instrument, Face Amount | $ 3,100,000,000 | |||||
Debt Instrument, Fair Value Disclosure | $ 2,226,300,000 | $ 2,226,300,000 | $ 2,450,500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 07, 2018 | Dec. 31, 2022 | Feb. 13, 2017 | |
Dividends, Common Stock [Abstract] | |||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.105 | $ 0.105 | $ 0.105 | $ 0.105 | $ 0.095 | $ 0.095 | |||||
Stock Repurchase Program, Authorized Amount | $ 300 | ||||||||||
Stock Repurchase Program, Period in Force | 3 years | ||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 166.5 | $ 166.5 | |||||||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 17.6 | $ 30 | |||||||||
Preferred Stock, Shares Authorized | 100 | 100 | 100 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.105 | $ 0.105 | $ 0.105 | $ 0.105 | $ 0.095 | $ 0.095 | |||||
Stock Repurchase Program, | $ 133.5 | $ 133.5 | |||||||||
Common Stock | |||||||||||
Dividends, Common Stock [Abstract] | |||||||||||
Vesting of restricted stock units | 0.3 | 0.1 | 0.3 | 0.1 | 0.8 | 0.7 | 0.9 | ||||
Dividend Paid | |||||||||||
Dividends, Common Stock [Abstract] | |||||||||||
Dividends to shareholders | $ (20.5) | $ (20.8) | $ (20.8) | $ (20.2) | $ (18.3) | $ (18.3) |
Revenue (Details)
Revenue (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Revenue, Performance Obligation [Abstract] | |
Number of Types of Performance Obligations | 2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 117 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01 | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 34.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Stand Ready Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | Stand Ready Performance Obligations |
Other Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
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 | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income | ||||||||
Net income (loss) | $ (395.4) | $ 82.7 | $ (281.3) | $ 234.3 | ||||
Less: net income attributable to the noncontrolling interests | (4.3) | (3.5) | (11.9) | (11.3) | ||||
Net Income (Loss) Attributable to Parent | $ (399.8) | $ 79.2 | $ (293.2) | $ 223 | ||||
Earnings Per Share, Diluted [Abstract] | ||||||||
Basic | 193.4 | 192.6 | 193.3 | 192.4 | ||||
Dilutive impact of stock based awards | 0 | 0.5 | 0 | 0.7 | ||||
Diluted | 193.4 | 193.2 | 193.3 | 193.1 | ||||
Earnings Per Share, Basic [Abstract] | ||||||||
Earnings Per Share, Basic | $ (2.07) | $ 0.41 | $ (1.52) | $ 1.16 | ||||
Earnings Per Share, Diluted | (2.07) | 0.41 | $ (1.52) | $ 1.15 | ||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.105 | $ 0.105 | $ 0.105 | $ 0.105 | $ 0.095 | $ 0.095 | ||
Contingently Issuable Performance-Based Stock Awards | ||||||||
Earnings Per Share, Basic [Abstract] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.5 | 0.2 | ||||||
Antidilutive Weighted Stock-Based Awards | ||||||||
Earnings Per Share, Basic [Abstract] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.3 | 1.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||||||
Effective tax benefit rate | (6.00%) | (27.20%) | ||||
Unrecognized tax benefits | $ 49.2 | $ 49.2 | $ 45.1 | |||
Unrecognized tax benefits that would impact effective tax rate | $ 35.2 | 35.2 | $ 30.5 | |||
Unrecognized tax benefits, income tax penalties and interest expense | $ 10.1 | $ 13 | ||||
U.S. federal statutory rate | 21% | 21% | 21% | 21% | ||
United Kingdom | ||||||
Income Tax Examination [Line Items] | ||||||
Effective tax benefit rate | 27.60% | 26.60% |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Interest rate swaps (Notes 11 and 16) | $ 235.1 | $ 237.7 |
Fair Value, Recurring | ||
Assets | ||
Interest rate swaps (Notes 11 and 16) | 235.1 | 237.7 |
Note Receivable (Note 7) | 77.9 | 70.3 |
Debt Securities, Available-for-sale, Current | 2.6 | 2.6 |
Total | 315.6 | 310.6 |
Liabilities | ||
Total | 3.7 | 10 |
Investments, Fair Value Disclosure [Abstract] | ||
Consideration in the form of a note receivable | $ 72 | |
Interest Receivable, Percentage | 10.60% | |
Fair Value, Recurring | Put Option | ||
Liabilities | ||
Derivative Liability | 3.7 | $ 10 |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Interest rate swaps (Notes 11 and 16) | 0 | 0 |
Note Receivable (Note 7) | 0 | 0 |
Debt Securities, Available-for-sale, Current | 0 | 0 |
Total | 0 | 0 |
Liabilities | ||
Total | 0 | 0 |
Fair Value, Recurring | Level 1 | Put Option | ||
Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Interest rate swaps (Notes 11 and 16) | 235.1 | 237.7 |
Note Receivable (Note 7) | 77.9 | 70.3 |
Debt Securities, Available-for-sale, Current | 2.6 | 2.6 |
Total | 315.6 | 310.6 |
Liabilities | ||
Total | 0 | 0 |
Fair Value, Recurring | Level 2 | Put Option | ||
Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets | ||
Interest rate swaps (Notes 11 and 16) | 0 | 0 |
Note Receivable (Note 7) | 0 | 0 |
Debt Securities, Available-for-sale, Current | 0 | 0 |
Total | 0 | 0 |
Liabilities | ||
Total | 3.7 | 10 |
Fair Value, Recurring | Level 3 | Put Option | ||
Liabilities | ||
Derivative Liability | $ 3.7 | $ 10 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment Segment | Sep. 30, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of Operating Segments | Segment | 3 | |||
Number of Corporate Units | segment | 1 | |||
Revenue | $ 968.7 | $ 938.2 | $ 2,876.9 | $ 2,807.8 |
EBITDA | ||||
Corporate expense | (34.5) | (34.7) | (104.3) | (101.2) |
Net interest expense | (67.8) | (60.2) | (202.1) | (160.4) |
Depreciation and amortization | (131.3) | (129.6) | (391.1) | (389) |
Goodwill impairment | (495) | 0 | (495) | 0 |
Stock-based compensation | (27) | (19.9) | (73.3) | (60.8) |
Mergers and acquisitions, divestitures and business optimization | 6 | (7.8) | (24.5) | (36.4) |
Accelerated technology investment | (16.3) | (12.1) | (53.5) | (32.2) |
Net other | (1.8) | (3.8) | (10.6) | (41.7) |
Net income attributable to non-controlling interests | (4.3) | (3.5) | (11.9) | (11.3) |
Total adjustments | (763.3) | (264.5) | (1,342.4) | (810.3) |
Income from continuing operations before income taxes | (372.7) | 110.8 | (220.5) | 316.1 |
Business combination, acquisition related costs | (1.7) | (3.4) | (5.5) | (21.4) |
Government Tax Reimbursement | 3.4 | 3.4 | ||
Impairment loss | (9.1) | |||
Business Combination, Acquisition Related Liability Adjustment | (5.1) | |||
Deferred loan fees written off | (1) | (3.1) | (6.5) | |
Cost Method Investments | ||||
EBITDA | ||||
Impairment loss | (9.1) | |||
Realized Investment Gains (Losses) | 0.8 | |||
Certain Legal Expenses | ||||
EBITDA | ||||
Legal and regulatory expenses | (28.4) | |||
Adjustments to EBITDA | ||||
EBITDA | ||||
Other non-operating (expense) income | (0.9) | (3.8) | (7.5) | (6.8) |
Healthcare Business | ||||
EBITDA | ||||
Recovery of Direct Costs | (1.1) | (0.7) | (2.4) | (6) |
Acquisition-related Costs | Neustar | ||||
EBITDA | ||||
Integration costs | 4.1 | 8.7 | 15.6 | 25.5 |
Gain (loss) adjustment to the fair value of a note receivable | 1.3 | |||
Fair Value, Nonrecurring | ||||
EBITDA | ||||
Gain (loss) adjustment to the fair value of a note receivable | (1) | |||
Level 3 | ||||
EBITDA | ||||
Gain (loss) adjustment to the fair value of a level 3 liability | 11.7 | 0.3 | 6.2 | 1 |
U.S. Markets | ||||
EBITDA | ||||
Goodwill impairment | 0 | |||
International | ||||
EBITDA | ||||
Goodwill impairment | (495) | |||
Consumer Interactive | ||||
EBITDA | ||||
Goodwill impairment | 0 | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 987.6 | 957.6 | 2,935.6 | 2,866.1 |
EBITDA | ||||
Segments Adjusted EBITDA | 390.6 | 375.3 | 1,121.9 | 1,126.4 |
Operating Segments | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 633.5 | 621.1 | 1,896.1 | 1,854.4 |
EBITDA | ||||
Segments Adjusted EBITDA | 223 | 218.4 | 645.1 | 669.5 |
Operating Segments | International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 211 | 189.2 | 610.1 | 567.4 |
EBITDA | ||||
Segments Adjusted EBITDA | 95.5 | 83.9 | 266.9 | 246.9 |
Operating Segments | International | Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 36.7 | 32.4 | 103.1 | 96.2 |
Operating Segments | International | Latin America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 30.9 | 28.6 | 89.4 | 85.3 |
Operating Segments | International | United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 49.8 | 48.5 | 146 | 154.5 |
Operating Segments | International | Africa | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 15.2 | 15.5 | 44.3 | 45.9 |
Operating Segments | International | India | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 56.1 | 44.4 | 161.8 | 129.8 |
Operating Segments | International | Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 22.3 | 19.8 | 65.6 | 55.7 |
Operating Segments | Consumer Interactive | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 143.1 | 147.3 | 429.4 | 444.3 |
EBITDA | ||||
Segments Adjusted EBITDA | 72.1 | 73.1 | 209.9 | 210 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (19) | (19.4) | (58.7) | (58.4) |
Intersegment Eliminations | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (18) | (17.6) | (54) | (53.1) |
Intersegment Eliminations | International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1.5) | (1.5) | (4.3) | (4.5) |
Intersegment Eliminations | Consumer Interactive | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0.5 | (0.3) | (0.4) | (0.8) |
Financial Services | Operating Segments | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 322.6 | 323.3 | 975.1 | 958.6 |
Emerging Verticals | Operating Segments | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 310.9 | $ 297.8 | $ 920.9 | $ 895.8 |
Reportable Segments - Earnings
Reportable Segments - Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 3.7 | $ 3.5 | $ 11.7 | $ 9.7 |
Number of Corporate Units | segment | 1 | |||
International | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | 4 | 3.3 | $ 10.9 | 8.7 |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ (0.3) | $ 0.2 | $ 0.7 | $ 1 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Oct. 10, 2023 | Oct. 05, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||||
Accrued legal and regulatory matters | $ 148.4 | $ 125 | ||
CFPB Matter | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency Accrual | $ 56 | $ 56 | ||
CFPB Matter | Litigation Settlement, Redress | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement awarded to other party | $ 3 | $ 11 | ||
CFPB Matter | Litigation Settlement, Civil Money Penalty | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement awarded to other party | $ 5 | $ 4 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating expenses | ||||||
Cost of services (exclusive of depreciation and amortization below) | $ 344.8 | $ 362.7 | $ 338.2 | $ 1,073.2 | $ 988.2 | $ 1,327.9 |
Selling, general and administrative | 314.8 | 302.7 | 301 | 931.3 | 943.6 | 1,232.4 |
Depreciation and amortization | 131.3 | 129.7 | 129.6 | 391.1 | 389 | 519 |
Total operating expenses | $ 1,286 | 795.1 | 768.8 | $ 2,890.6 | 2,320.8 | 3,079.3 |
As Previously Reported | ||||||
Operating expenses | ||||||
Cost of services (exclusive of depreciation and amortization below) | 324.9 | 305.6 | 911.7 | 1,222.9 | ||
Selling, general and administrative | 340.5 | 333.6 | 1,020.1 | 1,337.4 | ||
Depreciation and amortization | 129.7 | 129.6 | 389 | 519 | ||
Total operating expenses | 795.1 | 768.8 | 2,320.8 | 3,079.3 | ||
Adjustment | ||||||
Operating expenses | ||||||
Cost of services (exclusive of depreciation and amortization below) | 37.8 | 32.6 | 76.5 | 105 | ||
Selling, general and administrative | (37.8) | (32.6) | (76.5) | (105) | ||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||
Total operating expenses | $ 0 | $ 0 | $ 0 | $ 0 |