Document and Entity Information
Document and Entity Information shares in Millions | 3 Months Ended |
Mar. 31, 2024 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2024 |
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, $0.01 par value |
Trading Symbol | TRU |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Amendment Flag | false |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q1 |
Entity Central Index Key | 0001552033 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 194.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 433.6 | $ 476.2 |
Trade accounts receivable, net of allowance of $17.6 and $16.4 | 774.6 | 723 |
Other current assets | 214.7 | 275.9 |
Total current assets | 1,422.9 | 1,475.1 |
Property, plant and equipment, net of accumulated depreciation and amortization of $822.5 and $804.4 | 189.9 | 199.3 |
Goodwill | 5,170.4 | 5,176 |
Other intangibles, net of accumulated amortization of $2,814.1 and $2,719.8 | 3,450 | 3,515.3 |
Other assets | 791.5 | 739.4 |
Total assets | 11,024.7 | 11,105.1 |
Current liabilities: | ||
Trade accounts payable | 281.3 | 251.3 |
Short-term debt and current portion of long-term debt | 77.5 | 89.6 |
Other current liabilities | 502.2 | 661.8 |
Total current liabilities | 861 | 1,002.7 |
Long-term debt | 5,253.1 | 5,250.8 |
Deferred taxes | 566.7 | 592.9 |
Other liabilities | 166.7 | 153.2 |
Total liabilities | 6,847.5 | 6,999.6 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2024 and December 31, 2023, 200.6 million and 200.0 million shares issued at March 31, 2024 and December 31, 2023, respectively, and 194.2 million and 193.8 million shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 2 | 2 |
Additional paid-in capital | 2,450.5 | 2,412.9 |
Treasury stock at cost, 6.4 million and 6.2 million shares at March 31, 2024 and December 31, 2023, respectively | (313.5) | (302.9) |
Retained earnings | 2,199.1 | 2,157.1 |
Accumulated other comprehensive loss | (262.8) | (260.9) |
Total TransUnion stockholders’ equity | 4,075.3 | 4,008.2 |
Noncontrolling interests | 101.9 | 97.3 |
Total stockholders’ equity | 4,177.2 | 4,105.5 |
Total liabilities and stockholders’ equity | $ 11,024.7 | $ 11,105.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ 17.6 | $ 16.4 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 822.5 | 804.4 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 2,814.1 | $ 2,719.8 |
Common Stock, Shares, Issued | 200,600,000 | 200,000,000 |
Common Stock, Shares, Outstanding | 194,200,000 | 193,800,000 |
Treasury Stock, Shares | 6,400,000 | 6,200,000 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 1,021.2 | $ 940.3 |
Operating expenses | ||
Cost of services (exclusive of depreciation and amortization below) | 406.3 | 380.8 |
Selling, general and administrative | 305.6 | 284.6 |
Depreciation and amortization | 134 | 129.7 |
Restructuring | 18.2 | 0 |
Total operating expenses | 864.1 | 795.1 |
Operating income | 157.2 | 145.2 |
Non-operating income and (expense) | ||
Interest expense | (68.7) | (71.8) |
Interest income | 5.4 | 5.8 |
Earnings from equity method investments | 4.7 | 3.1 |
Other income and (expense), net | (15.7) | (6.8) |
Total non-operating income and (expense) | (74.1) | (69.6) |
Income from continuing operations before income taxes | 83 | 75.6 |
Provision for income taxes | (13) | (18.6) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 70 | 57 |
Discontinued operations, net of tax | 0 | (0.1) |
Net income | 70 | 56.9 |
Less: net income attributable to the noncontrolling interests | (4.9) | (4.3) |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 65.1 | 52.7 |
Net income | $ 65.1 | $ 52.6 |
Earnings Per Share, Basic [Abstract] | ||
Income (Loss) from Continuing Operations, Per Basic Share | $ 0.34 | $ 0.27 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 0 |
Earnings Per Share, Basic | 0.34 | 0.27 |
Earnings Per Share, Diluted [Abstract] | ||
Income (Loss) from Continuing Operations, Per Diluted Share | 0.33 | 0.27 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 0 |
Earnings Per Share, Diluted | $ 0.33 | $ 0.27 |
Earnings Per Share, Diluted [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic | 194.1 | 193 |
Weighted Average Number of Shares Outstanding, Diluted | 195.3 | 193.9 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income | $ 70 | $ 56.9 |
Foreign currency translation: | ||
Foreign currency translation adjustment | (10.6) | 38 |
Benefit (provision) for income taxes | 0.1 | (0.7) |
Foreign currency translation, net | (10.5) | 37.3 |
Hedge instruments: | ||
Net change on interest rate swap | 11.1 | (47.4) |
(Provision) benefit for income taxes | (2.8) | 11.8 |
Hedge instruments, net | 8.3 | (35.6) |
Total other comprehensive (loss) income, net of tax | (2.2) | 1.7 |
Comprehensive income | 67.8 | 58.6 |
Less: comprehensive income attributable to noncontrolling interests | (4.6) | (3.7) |
Comprehensive income attributable to TransUnion | $ 63.2 | $ 54.9 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 70 | $ 56.9 |
Discontinued operations, net of tax | 0 | (0.1) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 70 | 57 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 134 | 129.7 |
Loss on repayment of loans | 0.7 | 1 |
Deferred taxes | (27.1) | (27.4) |
Stock-based compensation | 24.1 | 22.1 |
Gain on investments | (4.7) | 0 |
Other | 3.5 | (0.1) |
Changes in assets and liabilities: | ||
Trade accounts receivable | (60.7) | (56.7) |
Other current and long-term assets | 43.7 | (12.2) |
Trade accounts payable | 28.7 | 44.9 |
Other current and long-term liabilities | (158.2) | (80.9) |
Cash provided by operating activities | 54 | 77.4 |
Cash flows from investing activities: | ||
Capital expenditures | (62.4) | (66.5) |
Proceeds from sale/maturities of other investments | 0 | 17.5 |
Purchases of other investments | 0 | (23.1) |
Investments in nonconsolidated affiliates | (1.2) | (31.9) |
Other | 1.2 | 0.4 |
Cash used in investing activities | (62.4) | (103.6) |
Cash flows from financing activities: | ||
Proceeds from Term Loans | 264.1 | 0 |
Repayments of Term Loans | (257.1) | 0 |
Repayments of debt | (14.6) | (103.6) |
Debt financing fees | (4.7) | 0 |
Proceeds from issuance of common stock and exercise of stock options | 12.4 | 9.8 |
Dividends to shareholders | (20.8) | (20.6) |
Employee taxes paid on restricted stock units recorded as treasury stock | (10.6) | (7.6) |
Cash used in financing activities | (31.3) | (122) |
Effect of exchange rate changes on cash and cash equivalents | (2.9) | 1.9 |
Net change in cash and cash equivalents | (42.6) | (146.3) |
Cash and cash equivalents, beginning of period | 476.2 | 585.3 |
Cash and cash equivalents, end of period | $ 433.6 | $ 439 |
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, 2022 | 192.7 | |||||||
Beginning balance at Dec. 31, 2022 | $ 2 | $ 2,290.3 | $ (284.5) | $ 2,446.6 | $ (284.5) | $ 99.5 | $ 4,269.4 | |
Net income (loss) | $ 52.6 | |||||||
Net income | 56.9 | |||||||
Other comprehensive income (loss) | 1.7 | 2.3 | ||||||
Vesting of restricted stock units | 0.3 | |||||||
Ending balance at Mar. 31, 2023 | (282.2) | |||||||
Balance (in shares) at Dec. 31, 2023 | 193.8 | |||||||
Beginning balance at Dec. 31, 2023 | 4,105.5 | $ 2 | $ 2,412.9 | $ (302.9) | $ 2,157.1 | (260.9) | $ 97.3 | $ 4,105.5 |
Net income (loss) | 65.1 | |||||||
Net income | 70 | |||||||
Other comprehensive income (loss) | (2.2) | (1.9) | ||||||
Ending balance at Mar. 31, 2024 | $ 4,177.2 | $ (262.8) |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024. The Company’s Consolidated Balance Sheet data for the year ended December 31, 2023 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, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024. During the quarter ended March 31, 2024, we have reorganized our operations to merge our Consumer Interactive operating segment with our U.S. Markets operating segment. This change aligns with our transformation plan for an integrated U.S. business with increased cross-selling activities and common enabling functions to achieve greater cost efficiencies. In addition, we have changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment. As a result, we have two operating segments, U.S. Markets and International, which are consistent with our reportable segments, and reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner in which the chief operating decision maker assesses the Company’s performance. The reporting of certain revenue from the acquisition of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), which was previously reported within our Financial Services vertical, is now reported in Emerging Verticals in the U.S. Markets operating segment. While this change does not impact our operating segments, it does impact our disaggregated revenue disclosures. We have recast our historical financial information present in this Quarterly Report on Form 10-Q to reflect these changes and conform to our current operating structure. 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 2023, the Company identified errors in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations. The errors resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts to previously issued quarterly and year-to-date financial statements in 2023, with no impact to total operating expenses, operating income or net income, and no impact on the Consolidated Balance Sheets, Consolidated Statement of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Stockholder’s Equity for any of those periods. The Company concluded that, while the expense classification errors were not material to any of its financial statements taken as a whole, it should revise the Consolidated Statements of Operations for the periods impacted. Accordingly, the Company has revised the previously issued Consolidated Statements of Operations for the three months ended March 31, 2023 to correct for the errors as 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: Three Months Ended March 31, 2024 2023 Beginning balance $ 16.4 $ 11.0 Provision for losses on trade accounts receivable 4.7 1.3 Write-offs, net of recovered accounts (3.5) (1.1) Ending balance $ 17.6 $ 11.2 Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion in the first quarter of 2024. Recent Accounting Pronouncements Not Yet Adopted On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 , Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures . This ASU updates the requirements for segment reporting to include, among other things, disaggregating and quantifying significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit, describing the nature of amounts not separately disaggregated, allowing for additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources, and extending nearly all annual segment reporting requirements to quarterly reporting requirements. The update is effective for annual periods for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application. While we are assessing the impact this guidance will have on our disclosures, we do not expect to early adopt this guidance. On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . This ASU requires income tax disclosures to include consistent categories and greater disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal, state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The update is effective for annual periods for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of adopting the updated provisions. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: March 31, 2024 December 31, 2023 Prepaid expenses $ 146.9 $ 145.4 Marketable securities (Note 15) 2.6 2.7 Other (Note 17) 65.2 127.8 Total other current assets $ 214.7 $ 275.9 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | . Goodwill Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating 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. As discussed above in Note 1, “Significant Accounting and Reporting Policies,” we have reorganized certain operations of our business during the quarter ended March 31, 2024, which has resulted in changes to the expected cash flows for certain reporting units. As a result, we have reallocated all of the goodwill from the Consumer Interactive segment to the U.S. Markets segment and have also reallocated a portion of the goodwill from the U.S. Markets segment to certain reporting units in the International segment, including the United Kingdom reporting unit, using the relative fair value allocation approach as reflected in the tables below. We have assessed the recoverability of the goodwill of the impacted reporting units before and after the reallocation and have concluded there was no impairment to goodwill for any of the reporting units impacted by the reorganization. Goodwill allocated to our reportable segments and changes in the carrying amount of goodwill during the three months ended March 31, 2024, consisted of the following: U.S. Markets International Consumer Interactive Total Balance, December 31, 2023 $ 3,602.8 $ 894.1 $ 679.1 $ 5,176.0 Reallocation of goodwill from segment reorganization 655.6 23.5 (679.1) — Foreign exchange rate adjustment (0.4) (5.2) — (5.6) Balance, March 31, 2024 $ 4,258.0 $ 912.4 $ — $ 5,170.4 During the first quarter of 2024, aside from the reorganization discussed above, there were no triggering events that required us to re-evaluate whether any of our reporting units were impaired. As of March 31, 2024, the fair value of our United Kingdom reporting unit is marginally greater than its carrying value as a result of the impairment recorded in the three months ended September 30, 2023 and the re-allocation from the segment change discussed above . We believe the assumptions that we used in our impairment assessment in the three months ended March 31, 2024 for our United Kingdom reporting unit 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. The gross and net goodwill balances at each period were as follows: March 31, 2024 December 31, 2023 Gross Goodwill Accumulated Impairment Net Goodwill Gross Goodwill Accumulated Impairment Net Goodwill U.S Markets $ 4,258.0 $ — $ 4,258.0 $ 3,602.8 $ — $ 3,602.8 International 1,326.4 (414.0) 912.4 1,308.1 (414.0) 894.1 Consumer Interactive — — — 679.1 — 679.1 Total $ 5,584.4 $ (414.0) $ 5,170.4 $ 5,590.0 $ (414.0) $ 5,176.0 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | . Intangible Assets Intangible assets are initially recorded at their acquisition cost, or fair value if acquired as part of a business combination, and amortized over their estimated useful lives. Intangible assets consisted of the following: March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Customer relationships $ 2,057.8 $ (479.1) $ 1,578.7 $ 2,060.2 $ (451.6) $ 1,608.6 Internal use software 2,240.5 (1,281.9) 958.5 2,204.5 (1,239.7) 964.8 Database and credit files 1,367.7 (850.0) 517.7 1,372.2 (829.2) 543.0 Trademarks, copyrights and patents 587.7 (192.5) 395.1 587.7 (188.8) 398.9 Noncompete and other agreements 10.5 (10.5) — 10.5 (10.5) — Total intangible assets $ 6,264.1 $ (2,814.1) $ 3,450.0 $ 6,235.1 $ (2,719.8) $ 3,515.3 Changes in the carrying amount of intangible assets between periods consisted of the following: Gross Accumulated Amortization Net Balance, December 31, 2023 $ 6,235.1 $ (2,719.8) $ 3,515.3 Developed internal use software 50.3 — 50.3 Amortization — (111.1) (111.1) Disposals and retirements (10.9) 10.8 (0.1) Foreign exchange rate adjustment (10.4) 6.1 (4.3) Balance, March 31, 2024 $ 6,264.1 $ (2,814.1) $ 3,450.0 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 | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: March 31, 2024 December 31, 2023 Investments in affiliated companies (Note 6) $ 302.8 $ 291.4 Right-of-use lease assets 103.9 98.9 Interest rate swaps (Notes 10 and 15) 173.4 162.3 Note receivable (Note 15) 83.3 82.0 Other 128.2 104.8 Total other assets $ 791.5 $ 739.4 |
Investments in Affiliated Compa
Investments in Affiliated Companies | 3 Months Ended |
Mar. 31, 2024 | |
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. For equity method 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. For our Cost Method 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 Operations. Investments in affiliated companies consisted of the following: March 31, 2024 December 31, 2023 Cost Method Investments $ 239.2 $ 233.8 Equity method investments 59.8 53.9 Limited partnership investment 3.8 3.7 Total investments in affiliated companies (Note 5) $ 302.8 $ 291.4 These balances are included in other assets in the Consolidated Balance Sheets. The increase in Cost Method Investments includes a $4.7 million gain on a Cost Method Investment in our International segment. There were no dividends from equity method investments during the three months ended March 31, 2024 and 2023. 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 March 31, 2024 2023 Earnings from equity method investments (Note 16) $ 4.7 $ 3.1 |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: March 31, 2024 December 31, 2023 Accrued payroll and employee benefits $ 99.4 $ 216.2 Accrued legal and regulatory matters (Note 17) 105.2 147.8 Deferred revenue (Note 12) 138.4 125.1 Accrued restructuring (Note 8) 48.6 64.9 Operating lease liabilities 24.6 26.2 Income taxes payable 7.4 10.2 Other 78.6 71.5 Total other current liabilities $ 502.2 $ 661.8 The decrease in accrued payroll and employee benefits is due primarily to bonus, commissions and salaries paid during the first quarter of 2024 that were earned in 2023. The decrease in accrued legal and regulatory was due primarily to payments made for certain legal and regulatory expenses. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring On November 12, 2023, our Board of Directors (“Board”) a pproved a transformation plan to optimize our operating model and continue to advance our technology. The transformation plan includes an operating model optimization program that will reduce our global workforce, transition certain job responsibilities to global capability centers, and reduce our facility footprint. The Company expects to record pre-tax expenses associated with the operating model optimization program of approximately $155.0 million from the fourth quarter of 2023 through the end of 2025, consisting of approximately $110.0 million of employee separation expenses and $45.0 million of facility exit expenses, with a majority of the expenses to be incurred by the end of 2024. To date, we have incurred a total of $93.5 million, including $18.2 million recorded in the first quarter of 2024. The following table summarizes the expenses recorded in the first quarter of 2024. Three Months Ended March 31, 2024 Employee separation $ 16.8 Facility exit 1 1.4 Total restructuring expenses $ 18.2 1 Consists of impairments of lease right-of-use (“ROU”) assets. The following table summarizes the changes in the accrued restructuring reserve during the three months ended March 31, 2024, which are included in other current liabilities on the Consolidated Balance Sheets. Employee Separation Costs Balance, December 31, 2023 $ 64.9 Restructuring expense 16.8 Cash payments (33.0) Foreign exchange rate adjustment (0.1) Balance, March 31, 2024 (Note 7) $ 48.6 All restructuring expenses have been recorded in the Corporate unit, as these initiatives are predominantly centrally directed and controlled and are not included in internal measures of segment operating performance. |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure | Other Liabilities Other liabilities consisted of the following: March 31, 2024 December 31, 2023 Operating lease liabilities $ 89.8 $ 81.8 Unrecognized tax benefits, net of indirect tax effects (Note 14) 41.0 40.2 Deferred revenue (Note 12) 16.8 15.1 Other 19.2 16.1 Total other liabilities $ 166.7 $ 153.2 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Debt Debt outstanding consisted of the following: March 31, 2024 December 31, 2023 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.18% at March 31, 2024 and 7.21% at December 31, 2023), net of original issue discount and deferred financing fees of $1.8 million and $4.3 million, respectively, at March 31, 2024, and of $1.9 million and $4.6 million, respectively, at December 31, 2023 $ 2,173.5 $ 2,179.4 Senior Secured Term Loan A-4, payable in quarterly installments through October 27, 2028, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.93% at March 31, 2024 and 6.96% at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.2 million, respectively, at March 31, 2024, and of $0.4 million and $3.4 million, respectively, at December 31, 2023 1,288.2 1,296.1 Senior Secured Term Loan B-7, payable in quarterly installments through December 1, 2028, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.33% at March 31, 2024), net of original issue discount and deferred financing fees of $7.8 million and $18.3 million at March 31, 2024 1,868.9 — Senior Secured Term Loan B-6, refinanced in the three months ended March 31, 2024 with B-7 loans, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.72% at December 31, 2023) and original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023 — 1,864.8 Finance leases — 0.1 Senior Secured Revolving Credit Facility — — Total debt 5,330.6 5,340.4 Less short-term debt and current portion of long-term debt (77.5) (89.6) Total long-term debt $ 5,253.1 $ 5,250.8 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-7, Senior Secured Term Loan B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility. On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity date from December 10, 2024 to October 27, 2028. On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses. In connection with the refinancing, we incurred incremental deferred financing fees of $4.7 million that will be amortized over the new loan term. Senior Secured Term Loan B-7 is a syndicated debt instrument. As a result of the refinancing, we repaid $257.1 million of principal to lenders and received $264.1 million of proceeds from lenders. We expensed $3.1 million of the unamortized original discount, deferred financing fees, and other related fees to other income and expense in the Consolidated Statements of Operations for the quarter ended March 31, 2024. During the three months ended March 31, 2023, we expensed $1.1 million of our unamortized original issue discount and deferred financing fees to other income and expense in our Consolidated Statements of Operations due to the prepayment of $75.0 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand. We did not make any debt prepayments during the three months ended March 31, 2024. As of March 31, 2024, 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 $598.8 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 March 31, 2024, we were in compliance with all debt covenants. Interest Rate Hedging On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our 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 $1,295.0 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 $1,564.0 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 $1,075.0 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. 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 $11.1 million ($8.3 million, net of tax) and an unrealized loss of $47.4 million ($35.6 million, net of tax) for the three months ended March 31, 2024 and 2023, respectively, recorded in other comprehensive income. Interest income on the swaps was $31.1 million ($23.3 million, net of tax) and $22.6 million ($16.9 million, net of tax) for the three months ended March 31, 2024 and 2023, respectively. We expect to recognize a gain of approximately $116.5 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 March 31, 2024, the fair value of our Senior Secured Term Loan B-7, excluding original issue discounts and deferred fees was approximately $1,895.0 million. As of December 31, 2023, the fair value of our Senior Secured Term Loan B-6, excluding original issue discounts and deferred fees was approximately $1,895.1 million. As of March 31, 2024 and December 31, 2023, the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,182.2 million and $2,191.5 million, respectively. As of March 31, 2024 and December 31, 2023, the fair value of our Senior Secured Term Loan A-4, excluding original issue discounts and deferred fees, was approximately $1,283.8 million and $1,291.9 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 | 3 Months Ended |
Mar. 31, 2024 | |
Equity, Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure | Stockholders’ Equity Common Stock Dividends In the first quarters of 2024 and 2023, we paid dividends of $0.105 per share totaling $20.8 million and $20.8 million, respectively. 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 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 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 authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our Board 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 March 31, 2024 and 2023, 0.4 million and 0.3 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023. As most of our contracts with customers 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, 2023 current deferred revenue balance as revenue during 2024. 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. As of March 31, 2024, the aggregate amount of transaction price attributable to future performance obligations for long-term, non-cancelable contracts, excluding variable components, totals approximately $680 million. We expect to recognize approximately 55% of this amount in the twelve months ending March 31, 2025, 30% in the twelve months ending March 31, 2026 and 15% thereafter. For additional disclosures about the disaggregation of our revenue see Note 16, “Reportable Segments.” |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans. As of March 31, 2024 and 2023, there were 0.8 million and 0.9 million anti-dilutive weighted stock-based awards outstanding, respectively. As of March 31, 2024 and 2023, there were approximately 0.2 million and 0.1 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. Income from continuing operations attributable to TransUnion and basic and diluted weighted average shares outstanding were as follows: Three Months Ended March 31, 2024 2023 Income from continuing operations $ 70.0 $ 57.0 Less: income from continuing operations attributable to noncontrolling interests (4.9) (4.3) Income from continuing operations attributable to TransUnion $ 65.1 $ 52.7 Weighted-average shares outstanding: Basic 194.1 193.0 Dilutive impact of stock based awards 1.2 0.8 Diluted 195.3 193.9 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2024, we reported an effective tax rate of 15.7%, which was lower than the 21.0% U.S. federal corporate statutory rate due primarily to the impact of benefits on the remeasurement of deferred taxes due to changes in state apportionment rates, benefits from the foreign rate differential, and the research and development credit, partially offset by the impact of increases for foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions. For the three months ended March 31, 2023, we reported an effective tax rate of 24.6%, which was higher than the 21.0% U.S. federal corporate statutory rate due primarily to the impact of increases for foreign withholding taxes, uncertain tax positions, nondeductible expenses primarily in connection with executive compensation limitations, and excess tax expenses for stock-based compensation, partially offset by benefits from the foreign rate differential and the research and development credit . The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $45.9 million as of March 31, 2024 , and $45.0 million as of December 31, 2023. The amounts that would affect the effective tax rate if recognized were $35.2 million as of March 31, 2024, and $34.5 million as of December 31, 2023. We classify interest and penalties as income tax expense in the Consolidated Statements of Operations and their associated liabilities as other liabilities in the Consolidated Balance Sheets. Interest and penalties on unrecognized tax benefits were $15.2 million as of March 31, 2024 , and $14.0 million as of December 31, 2023. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Tax years 2009 and forward remain open for examination in some foreign jurisdictions, 2012 and forward for U.S. federal income tax purposes and 2015 and forward in some state jurisdictions. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of March 31, 2024: Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 5 and 10) $ 173.4 $ — $ 173.4 $ — Note receivable (Note 5) 83.3 — 83.3 — Available-for-sale marketable securities (Note 2) 2.6 — 2.6 — Total $ 259.3 $ — $ 259.3 $ — The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2023: Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 5 and 10) $ 162.3 $ — $ 162.3 $ — Note receivable (Note 5) 82.0 — 82.0 — Available-for-sale marketable securities (Note 2) 2.7 — 2.7 — Total $ 247.0 $ — $ 247.0 $ — 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 10, “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. |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Reportable Segments As discussed in Note 1, “Significant Accounting and Reporting Policies,” during the quarter ended March 31, 2024, we reorganized our operations and now have two operating segments, U.S. Markets and International, and the Corporate unit, which provides support services to each of the segments. The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the CODM assesses the Company’s performance. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our segments. 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 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 has been recast to conform to our current operating structure as discussed in Note 1, “Significant Accounting and Reporting Policies” and Note 3, “Goodwill.” The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note 12, “Revenue.” The following is a more detailed description of our reportable segments and the Corporate unit: U.S. Markets The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses and consumers. 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, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft. We report disaggregated revenue of our U.S. Markets segment for Financial Services, Emerging Verticals and Consumer Interactive. • Financial Services: The Financial Services vertical consists of our Consumer Lending, Mortgage, Auto and Card 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. • Emerging Verticals: Emerging Verticals include Insurance, Tech, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, 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. • Consumer Interactive: Consumer Interactive provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services include paid and free credit reports, scores and freezes, credit monitoring, identity protection and resolution, and financial management for consumers. This vertical 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 vertical serves consumers through both direct and indirect channels. 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 vertical in our U.S. Markets 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. 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 March 31, 2024 2023 Gross Revenue: U.S. Markets: Financial Services $ 351.7 $ 312.3 Emerging Verticals 297.5 285.1 Consumer Interactive 139.3 142.3 Total U.S. Markets $ 788.6 $ 739.7 International: Canada $ 37.7 $ 31.7 Latin America 32.9 28.8 United Kingdom 54.2 52.1 Africa 15.1 14.6 India 71.1 54.7 Asia Pacific 25.3 21.7 Total International $ 236.3 $ 203.6 Total revenue, gross $ 1,024.9 $ 943.4 Intersegment revenue eliminations: U.S. Markets $ (2.3) $ (1.7) International (1.5) (1.4) Total intersegment eliminations $ (3.7) $ (3.1) Total revenue as reported $ 1,021.2 $ 940.3 A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows: Three Months Ended March 31, 2024 2023 U.S. Markets Adjusted EBITDA $ 285.2 $ 268.8 International Adjusted EBITDA 106.8 87.3 Total $ 392.0 $ 356.1 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses 1 $ (33.9) $ (33.8) Net interest expense (63.2) (66.0) Depreciation and amortization (134.0) (129.7) Stock-based compensation (24.1) (22.2) Operating model optimization program 2 (24.4) — Mergers and acquisitions, divestitures and business optimization 3 (9.2) (8.9) Accelerated technology investment 4 (18.5) (19.7) Net other 5 (6.5) (4.6) Net income attributable to non-controlling interests 4.9 4.3 Total adjustments $ (309.0) $ (280.5) Income from continuing operations before income taxes $ 83.0 $ 75.6 1. Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature. 2. Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses. 3. Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with exploratory or executed strategic transactions. 4. Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure. 5. Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses. Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended March 31, 2024 2023 U.S. Markets $ 0.1 $ 0.1 International 4.7 3.0 Total (Note 6) $ 4.7 $ 3.1 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, we have accrued $105.2 million and $147.8 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 Operations. 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 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 “2017 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 2017 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 2017 Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the 2017 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 2017 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 March 31, 2024 and December 31, 2023, we have accrued $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 have and will continue to incur increased costs litigating this matter. In March 2024, 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 dispute handling practices and procedures. The NORA letter alleges that Trans Union LLC violated the Fair Credit Reporting Act’s requirements to conduct a reasonable reinvestigation of disputed information and follow reasonable procedures to assure maximum possible accuracy of the information in consumer reports, and the Consumer Financial Protection Act’s prohibition of unfair, deceptive, and abusive acts or practices. Should the CFPB commence an action against us, it may seek restitution, disgorgement, civil monetary penalties, injunctive relief or other corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome, which could have a material adverse effect on our results of operations and financial condition. As of March 31, 2024, we are not able to reasonably estimate our potential loss or range of loss related to this matter. Argus Department of Justice Matter We have cooperated 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 Verisk Financial Services (“VF”) in April 2022. This matter pertained to alleged conduct that commenced before we acquired Argus. We have cooperated with Verisk Analytics, Inc. (the “Seller”) to respond to the Department of Justice’s (“DOJ”) investigation and, along with the Seller, finalized a $37.0 million settlement with the DOJ (the “Settlement”). Under the stock purchase agreement Trans Union LLC entered into with the Seller pursuant to which we acquired VF, including Argus, the Seller agreed to indemnify us for certain losses with respect to this matter, including all losses directly resulting from any settlement agreement with the DOJ in connection with this matter, including civil money penalties, remediation costs and fees and expenses. During the three months ended March 31, 2024, the Settlement was paid in full to the DOJ and the indemnification receivable was collected. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following tables set forth the changes in each component of accumulated other comprehensive loss, net of tax, as of March 31, 2024 and 2023: Foreign Currency Net Unrealized (Loss)/Gain On Hedges Net Unrealized Accumulated Other Balance, December 31, 2023 $ (383.4) $ 122.0 $ 0.2 $ (260.9) Change (10.2) 8.3 — (1.9) Balance, March 31, 2024 $ (393.6) $ 130.3 $ 0.2 $ (262.8) Foreign Currency Net Unrealized (Loss)/Gain On Hedges Net Unrealized Accumulated Other Balance, December 31, 2022 $ (463.5) $ 178.6 $ 0.2 $ (284.5) Change 37.9 (35.6) — 2.3 Balance, March 31, 2023 $ (425.6) $ 143.0 $ 0.2 $ (282.2) |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements As discussed in Note 1, “Significant Accounting and Reporting Policies,” the Company identified errors in the classification of certain expenses between co st of services and selling, general and administrative in the Consolidated Statements of Operations. A summary of the corrections to the impacted financial statement line items of the Company’s previously issued Consolidated Statement of Operations filed in its unaudited Quarterly Reports on Form 10-Q for the period ended March 31, 2023 and the period ended June 30,2023, and in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended September 30, 2023, are as follows: Three Months Ended March 31, 2023 As Reported Adjustment As Revised Cost of services (exclusive of depreciation and amortization) $ 324.9 $ 55.9 $ 380.8 Selling, general and administrative 340.5 (55.9) 284.6 Total operating expenses 795.1 — 795.1 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 As Reported Adjustment As Revised As Reported Adjustment As Revised Cost of services (exclusive of depreciation and amortization) $ 365.5 $ 21.5 $ 387.0 $ 728.2 $ 39.6 $ 767.8 Selling, general and administrative 314.0 (21.5) 292.5 616.7 (39.6) 577.1 Total operating expenses 809.6 — 809.6 1,604.7 — 1,604.7 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 As Reported Adjustment As Revised As Reported Adjustment As Revised Cost of services (exclusive of depreciation and amortization) $ 344.8 $ 24.0 $ 368.8 $ 1,073.2 $ 63.6 $ 1,136.8 Selling, general and administrative 314.8 (24.0) 290.8 931.3 (63.6) 867.7 Total operating expenses 1,205.0 — 1,205.0 2,809.6 — 2,809.6 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 65.1 | $ 52.6 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Todd M. Cello [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 13, 2024, each of Todd M. Cello, Executive Vice President, Chief Financial Officer, and Heather J. Russell, Executive Vice President, Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement (“10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c). Mr. Cello’s 10b5-1 Plan is for the sale of up to 25,328 shares of the Company’s common stock until March 14, 2025. |
Name | Todd M. Cello |
Title | Executive Vice President, Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 13, 2024 |
Arrangement Duration | 366 days |
Aggregate Available | 25,328 |
Heather J. Russell [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 13, 2024, each of Todd M. Cello, Executive Vice President, Chief Financial Officer, and Heather J. Russell, Executive Vice President, Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement (“10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c).Ms. Russell’s 10b5-1 Plan is for the sale of up to 19,818 shares of the Company’s common stock until September 4, 2024. |
Name | Heather J. Russell |
Title | Executive Vice President, Chief Legal Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 13, 2024 |
Arrangement Duration | 175 days |
Aggregate Available | 19,818 |
Steven M. Chaouki [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 14, 2024, Steven M. Chaouki, President, U.S. Markets, adopted a 10b5-1 Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 3,000 shares of the Company’s common stock until September 30, 2024. |
Name | Steven M. Chaouki |
Title | President, U.S. Markets |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 14, 2024 |
Arrangement Duration | 200 days |
Aggregate Available | 3,000 |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024. The Company’s Consolidated Balance Sheet data for the year ended December 31, 2023 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, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024. During the quarter ended March 31, 2024, we have reorganized our operations to merge our Consumer Interactive operating segment with our U.S. Markets operating segment. This change aligns with our transformation plan for an integrated U.S. business with increased cross-selling activities and common enabling functions to achieve greater cost efficiencies. In addition, we have changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment. As a result, we have two operating segments, U.S. Markets and International, which are consistent with our reportable segments, and reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner in which the chief operating decision maker assesses the Company’s performance. The reporting of certain revenue from the acquisition of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), which was previously reported within our Financial Services vertical, is now reported in Emerging Verticals in the U.S. Markets operating segment. While this change does not impact our operating segments, it does impact our disaggregated revenue disclosures. We have recast our historical financial information present in this Quarterly Report on Form 10-Q to reflect these changes and conform to our current operating structure. 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 2023, the Company identified errors in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations. The errors resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts to previously issued quarterly and year-to-date financial statements in 2023, with no impact to total operating expenses, operating income or net income, and no impact on the Consolidated Balance Sheets, Consolidated Statement of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Stockholder’s Equity for any of those periods. The Company concluded that, while the expense classification errors were not material to any of its financial statements taken as a whole, it should revise the Consolidated Statements of Operations for the periods impacted. Accordingly, the Company has revised the previously issued Consolidated Statements of Operations for the three months ended March 31, 2023 to correct for the errors as 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: Three Months Ended March 31, 2024 2023 Beginning balance $ 16.4 $ 11.0 Provision for losses on trade accounts receivable 4.7 1.3 Write-offs, net of recovered accounts (3.5) (1.1) Ending balance $ 17.6 $ 11.2 |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion in the first quarter of 2024. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 , Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures . This ASU updates the requirements for segment reporting to include, among other things, disaggregating and quantifying significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit, describing the nature of amounts not separately disaggregated, allowing for additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources, and extending nearly all annual segment reporting requirements to quarterly reporting requirements. The update is effective for annual periods for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application. While we are assessing the impact this guidance will have on our disclosures, we do not expect to early adopt this guidance. On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . This ASU requires income tax disclosures to include consistent categories and greater disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal, state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The update is effective for annual periods for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of adopting the updated provisions. |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies Allowance for Doubtful Accounts (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, 2024 2023 Beginning balance $ 16.4 $ 11.0 Provision for losses on trade accounts receivable 4.7 1.3 Write-offs, net of recovered accounts (3.5) (1.1) Ending balance $ 17.6 $ 11.2 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: March 31, 2024 December 31, 2023 Prepaid expenses $ 146.9 $ 145.4 Marketable securities (Note 15) 2.6 2.7 Other (Note 17) 65.2 127.8 Total other current assets $ 214.7 $ 275.9 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill allocated to our reportable segments and changes in the carrying amount of goodwill during the three months ended March 31, 2024, consisted of the following: U.S. Markets International Consumer Interactive Total Balance, December 31, 2023 $ 3,602.8 $ 894.1 $ 679.1 $ 5,176.0 Reallocation of goodwill from segment reorganization 655.6 23.5 (679.1) — Foreign exchange rate adjustment (0.4) (5.2) — (5.6) Balance, March 31, 2024 $ 4,258.0 $ 912.4 $ — $ 5,170.4 The gross and net goodwill balances at each period were as follows: March 31, 2024 December 31, 2023 Gross Goodwill Accumulated Impairment Net Goodwill Gross Goodwill Accumulated Impairment Net Goodwill U.S Markets $ 4,258.0 $ — $ 4,258.0 $ 3,602.8 $ — $ 3,602.8 International 1,326.4 (414.0) 912.4 1,308.1 (414.0) 894.1 Consumer Interactive — — — 679.1 — 679.1 Total $ 5,584.4 $ (414.0) $ 5,170.4 $ 5,590.0 $ (414.0) $ 5,176.0 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Customer relationships $ 2,057.8 $ (479.1) $ 1,578.7 $ 2,060.2 $ (451.6) $ 1,608.6 Internal use software 2,240.5 (1,281.9) 958.5 2,204.5 (1,239.7) 964.8 Database and credit files 1,367.7 (850.0) 517.7 1,372.2 (829.2) 543.0 Trademarks, copyrights and patents 587.7 (192.5) 395.1 587.7 (188.8) 398.9 Noncompete and other agreements 10.5 (10.5) — 10.5 (10.5) — Total intangible assets $ 6,264.1 $ (2,814.1) $ 3,450.0 $ 6,235.1 $ (2,719.8) $ 3,515.3 Changes in the carrying amount of intangible assets between periods consisted of the following: Gross Accumulated Amortization Net Balance, December 31, 2023 $ 6,235.1 $ (2,719.8) $ 3,515.3 Developed internal use software 50.3 — 50.3 Amortization — (111.1) (111.1) Disposals and retirements (10.9) 10.8 (0.1) Foreign exchange rate adjustment (10.4) 6.1 (4.3) Balance, March 31, 2024 $ 6,264.1 $ (2,814.1) $ 3,450.0 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: March 31, 2024 December 31, 2023 Investments in affiliated companies (Note 6) $ 302.8 $ 291.4 Right-of-use lease assets 103.9 98.9 Interest rate swaps (Notes 10 and 15) 173.4 162.3 Note receivable (Note 15) 83.3 82.0 Other 128.2 104.8 Total other assets $ 791.5 $ 739.4 |
Investments in Affiliated Com_2
Investments in Affiliated Companies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates | Investments in affiliated companies consisted of the following: March 31, 2024 December 31, 2023 Cost Method Investments $ 239.2 $ 233.8 Equity method investments 59.8 53.9 Limited partnership investment 3.8 3.7 Total investments in affiliated companies (Note 5) $ 302.8 $ 291.4 |
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 March 31, 2024 2023 Earnings from equity method investments (Note 16) $ 4.7 $ 3.1 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: March 31, 2024 December 31, 2023 Accrued payroll and employee benefits $ 99.4 $ 216.2 Accrued legal and regulatory matters (Note 17) 105.2 147.8 Deferred revenue (Note 12) 138.4 125.1 Accrued restructuring (Note 8) 48.6 64.9 Operating lease liabilities 24.6 26.2 Income taxes payable 7.4 10.2 Other 78.6 71.5 Total other current liabilities $ 502.2 $ 661.8 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Expenses | The following table summarizes the expenses recorded in the first quarter of 2024. Three Months Ended March 31, 2024 Employee separation $ 16.8 Facility exit 1 1.4 Total restructuring expenses $ 18.2 1 Consists of impairments of lease right-of-use (“ROU”) assets. |
Schedule of Changes in Accrued Restructuring | The following table summarizes the changes in the accrued restructuring reserve during the three months ended March 31, 2024, which are included in other current liabilities on the Consolidated Balance Sheets. Employee Separation Costs Balance, December 31, 2023 $ 64.9 Restructuring expense 16.8 Cash payments (33.0) Foreign exchange rate adjustment (0.1) Balance, March 31, 2024 (Note 7) $ 48.6 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other liabilities consisted of the following: March 31, 2024 December 31, 2023 Operating lease liabilities $ 89.8 $ 81.8 Unrecognized tax benefits, net of indirect tax effects (Note 14) 41.0 40.2 Deferred revenue (Note 12) 16.8 15.1 Other 19.2 16.1 Total other liabilities $ 166.7 $ 153.2 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: March 31, 2024 December 31, 2023 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.18% at March 31, 2024 and 7.21% at December 31, 2023), net of original issue discount and deferred financing fees of $1.8 million and $4.3 million, respectively, at March 31, 2024, and of $1.9 million and $4.6 million, respectively, at December 31, 2023 $ 2,173.5 $ 2,179.4 Senior Secured Term Loan A-4, payable in quarterly installments through October 27, 2028, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.93% at March 31, 2024 and 6.96% at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.2 million, respectively, at March 31, 2024, and of $0.4 million and $3.4 million, respectively, at December 31, 2023 1,288.2 1,296.1 Senior Secured Term Loan B-7, payable in quarterly installments through December 1, 2028, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.33% at March 31, 2024), net of original issue discount and deferred financing fees of $7.8 million and $18.3 million at March 31, 2024 1,868.9 — Senior Secured Term Loan B-6, refinanced in the three months ended March 31, 2024 with B-7 loans, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.72% at December 31, 2023) and original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023 — 1,864.8 Finance leases — 0.1 Senior Secured Revolving Credit Facility — — Total debt 5,330.6 5,340.4 Less short-term debt and current portion of long-term debt (77.5) (89.6) Total long-term debt $ 5,253.1 $ 5,250.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | asic and diluted weighted average shares outstanding were as follows: Three Months Ended March 31, 2024 2023 Income from continuing operations $ 70.0 $ 57.0 Less: income from continuing operations attributable to noncontrolling interests (4.9) (4.3) Income from continuing operations attributable to TransUnion $ 65.1 $ 52.7 Weighted-average shares outstanding: Basic 194.1 193.0 Dilutive impact of stock based awards 1.2 0.8 Diluted 195.3 193.9 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured At Fair Value, on Recurring Basis | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of March 31, 2024: Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 5 and 10) $ 173.4 $ — $ 173.4 $ — Note receivable (Note 5) 83.3 — 83.3 — Available-for-sale marketable securities (Note 2) 2.6 — 2.6 — Total $ 259.3 $ — $ 259.3 $ — The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2023: Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 5 and 10) $ 162.3 $ — $ 162.3 $ — Note receivable (Note 5) 82.0 — 82.0 — Available-for-sale marketable securities (Note 2) 2.7 — 2.7 — Total $ 247.0 $ — $ 247.0 $ — |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Selected Segment Financial Information and Disaggregated Revenue | Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended March 31, 2024 2023 Gross Revenue: U.S. Markets: Financial Services $ 351.7 $ 312.3 Emerging Verticals 297.5 285.1 Consumer Interactive 139.3 142.3 Total U.S. Markets $ 788.6 $ 739.7 International: Canada $ 37.7 $ 31.7 Latin America 32.9 28.8 United Kingdom 54.2 52.1 Africa 15.1 14.6 India 71.1 54.7 Asia Pacific 25.3 21.7 Total International $ 236.3 $ 203.6 Total revenue, gross $ 1,024.9 $ 943.4 Intersegment revenue eliminations: U.S. Markets $ (2.3) $ (1.7) International (1.5) (1.4) Total intersegment eliminations $ (3.7) $ (3.1) Total revenue as reported $ 1,021.2 $ 940.3 |
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 March 31, 2024 2023 U.S. Markets Adjusted EBITDA $ 285.2 $ 268.8 International Adjusted EBITDA 106.8 87.3 Total $ 392.0 $ 356.1 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses 1 $ (33.9) $ (33.8) Net interest expense (63.2) (66.0) Depreciation and amortization (134.0) (129.7) Stock-based compensation (24.1) (22.2) Operating model optimization program 2 (24.4) — Mergers and acquisitions, divestitures and business optimization 3 (9.2) (8.9) Accelerated technology investment 4 (18.5) (19.7) Net other 5 (6.5) (4.6) Net income attributable to non-controlling interests 4.9 4.3 Total adjustments $ (309.0) $ (280.5) Income from continuing operations before income taxes $ 83.0 $ 75.6 1. Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature. 2. Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses. 3. Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with exploratory or executed strategic transactions. 4. Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure. 5. Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses. |
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 March 31, 2024 2023 U.S. Markets $ 0.1 $ 0.1 International 4.7 3.0 Total (Note 6) $ 4.7 $ 3.1 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables set forth the changes in each component of accumulated other comprehensive loss, net of tax, as of March 31, 2024 and 2023: Foreign Currency Net Unrealized (Loss)/Gain On Hedges Net Unrealized Accumulated Other Balance, December 31, 2023 $ (383.4) $ 122.0 $ 0.2 $ (260.9) Change (10.2) 8.3 — (1.9) Balance, March 31, 2024 $ (393.6) $ 130.3 $ 0.2 $ (262.8) Foreign Currency Net Unrealized (Loss)/Gain On Hedges Net Unrealized Accumulated Other Balance, December 31, 2022 $ (463.5) $ 178.6 $ 0.2 $ (284.5) Change 37.9 (35.6) — 2.3 Balance, March 31, 2023 $ (425.6) $ 143.0 $ 0.2 $ (282.2) |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 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 of the Company’s previously issued Consolidated Statement of Operations filed in its unaudited Quarterly Reports on Form 10-Q for the period ended March 31, 2023 and the period ended June 30,2023, and in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended September 30, 2023, are as follows: Three Months Ended March 31, 2023 As Reported Adjustment As Revised Cost of services (exclusive of depreciation and amortization) $ 324.9 $ 55.9 $ 380.8 Selling, general and administrative 340.5 (55.9) 284.6 Total operating expenses 795.1 — 795.1 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 As Reported Adjustment As Revised As Reported Adjustment As Revised Cost of services (exclusive of depreciation and amortization) $ 365.5 $ 21.5 $ 387.0 $ 728.2 $ 39.6 $ 767.8 Selling, general and administrative 314.0 (21.5) 292.5 616.7 (39.6) 577.1 Total operating expenses 809.6 — 809.6 1,604.7 — 1,604.7 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 As Reported Adjustment As Revised As Reported Adjustment As Revised Cost of services (exclusive of depreciation and amortization) $ 344.8 $ 24.0 $ 368.8 $ 1,073.2 $ 63.6 $ 1,136.8 Selling, general and administrative 314.8 (24.0) 290.8 931.3 (63.6) 867.7 Total operating expenses 1,205.0 — 1,205.0 2,809.6 — 2,809.6 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Allowance for Doubtful Accounts [Abstract] | ||||
Number of Operating Segments | Segment | 2 | |||
Accounts Receivable, Allowance for Credit Loss | $ 17.6 | $ 11.2 | $ 16.4 | $ 11 |
Provision for losses on trade accounts receivable | 4.7 | 1.3 | ||
Accounts Receivable, Allowance For Credit Loss, Write-off (Recovery) | (3.5) | $ (1.1) | ||
Finite-Lived Intangible Assets, Net | 3,450 | 3,515.3 | ||
Long Lived Asset [Line Items] | ||||
Foreign exchange rate adjustment | (5.6) | |||
Internal use software | ||||
Allowance for Doubtful Accounts [Abstract] | ||||
Finite-Lived Intangible Assets, Net | $ 958.5 | $ 964.8 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 146.9 | $ 145.4 |
Marketable securities (Note 15) | 2.6 | 2.7 |
Other Assets, Miscellaneous, Current | 65.2 | 127.8 |
Total other current assets | $ 214.7 | $ 275.9 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment to goodwill | $ 0 |
Goodwill - Changes in Goodwill
Goodwill - Changes in Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 5,176 |
Reallocation of goodwill from segment reorganization | 0 |
Foreign exchange rate adjustment | (5.6) |
Goodwill, Ending Balance | 5,170.4 |
U.S. Markets | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 3,602.8 |
Reallocation of goodwill from segment reorganization | 655.6 |
Foreign exchange rate adjustment | (0.4) |
Goodwill, Ending Balance | 4,258 |
International | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 894.1 |
Reallocation of goodwill from segment reorganization | 23.5 |
Foreign exchange rate adjustment | (5.2) |
Goodwill, Ending Balance | 912.4 |
Consumer Interactive | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 679.1 |
Reallocation of goodwill from segment reorganization | (679.1) |
Foreign exchange rate adjustment | 0 |
Goodwill, Ending Balance | $ 0 |
Goodwill - Gross and Net Goodwi
Goodwill - Gross and Net Goodwill Balances (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill [Line Items] | ||
Gross Goodwill | $ 5,584.4 | $ 5,590 |
Accumulated impairment | (414) | (414) |
Net Goodwill | 5,170.4 | 5,176 |
U.S. Markets | ||
Goodwill [Line Items] | ||
Gross Goodwill | 4,258 | 3,602.8 |
Accumulated impairment | 0 | 0 |
Net Goodwill | 4,258 | 3,602.8 |
International | ||
Goodwill [Line Items] | ||
Gross Goodwill | 1,326.4 | 1,308.1 |
Accumulated impairment | (414) | (414) |
Net Goodwill | 912.4 | 894.1 |
Consumer Interactive | ||
Goodwill [Line Items] | ||
Gross Goodwill | 0 | 679.1 |
Accumulated impairment | 0 | 0 |
Net Goodwill | $ 0 | $ 679.1 |
Intangible Assets - Summary (De
Intangible Assets - Summary (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 6,264.1 | $ 6,235.1 |
Accumulated Amortization | (2,814.1) | (2,719.8) |
Net | 3,450 | 3,515.3 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,057.8 | 2,060.2 |
Accumulated Amortization | (479.1) | (451.6) |
Net | 1,578.7 | 1,608.6 |
Internal use software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,240.5 | 2,204.5 |
Accumulated Amortization | (1,281.9) | (1,239.7) |
Net | 958.5 | 964.8 |
Database and credit files | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,367.7 | 1,372.2 |
Accumulated Amortization | (850) | (829.2) |
Net | 517.7 | 543 |
Trademarks, copyrights and patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 587.7 | 587.7 |
Accumulated Amortization | (192.5) | (188.8) |
Net | 395.1 | 398.9 |
Noncompete and other agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 10.5 | 10.5 |
Accumulated Amortization | (10.5) | (10.5) |
Net | $ 0 | $ 0 |
Intangible Assets - Changes in
Intangible Assets - Changes in Carrying Amount (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, Beginning Balance | $ 6,235.1 |
Gross, Ending Balance | 6,264.1 |
Accumulated Amortization, Beginning Balance | (2,719.8) |
Accumulated Amortization, Ending Balance | (2,814.1) |
Net, Beginning Balance | 3,515.3 |
Net, Ending Balance | 3,450 |
Developed internal use software | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, period increase (decrease) | 50.3 |
Accumulated Amortization, period increase (decrease) | 0 |
Net, period increase (decrease) | 50.3 |
Amortization | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, period increase (decrease) | 0 |
Accumulated Amortization, period increase (decrease) | (111.1) |
Net, period increase (decrease) | (111.1) |
Disposals and retirements | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, period increase (decrease) | (10.9) |
Accumulated Amortization, period increase (decrease) | 10.8 |
Net, period increase (decrease) | (0.1) |
Foreign exchange rate adjustment | |
Finite-Lived Intangible Assets [Roll Forward] | |
Gross, period increase (decrease) | (10.4) |
Accumulated Amortization, period increase (decrease) | 6.1 |
Net, period increase (decrease) | $ (4.3) |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other assets | ||
Investments in affiliated companies (Note 6) | $ 302.8 | $ 291.4 |
Right-of-use lease assets | 103.9 | 98.9 |
Interest rate swaps (Notes 10 and 15) | 173.4 | 162.3 |
Note receivable (Note 15) | 83.3 | 82 |
Other | 128.2 | 104.8 |
Total other assets | $ 791.5 | $ 739.4 |
Investments in Affiliated Com_3
Investments in Affiliated Companies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Cost Method Investments | $ 239.2 | $ 233.8 |
Equity Method Investments | 59.8 | 53.9 |
Limited Partnership Investment | 3.8 | 3.7 |
Total investments in affiliated companies (Note 5) | 302.8 | $ 291.4 |
Gain on cost method investments | $ 4.7 |
Investments in Affiliated Com_4
Investments in Affiliated Companies - Earnings and Dividends from Investment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Dividends received from equity method investments | $ 0 | $ 0 |
Earnings from equity method investments | $ 4.7 | $ 3.1 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 99.4 | $ 216.2 |
Accrued legal and regulatory matters (Note 17) | 105.2 | 147.8 |
Deferred revenue (Note 12) | 138.4 | 125.1 |
Accrued restructuring (Note 8) | 48.6 | 64.9 |
Operating lease liabilities | 24.6 | 26.2 |
Income taxes payable | 7.4 | 10.2 |
Accrued Liabilities, Current | 78.6 | 71.5 |
Total other current liabilities | $ 502.2 | $ 661.8 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Expected cost associated with the operating model optimization program | $ 155 | |
Cost incurred to date associated with the operating model optimization program | 93.5 | |
Costs associated with the operating model optimization program | 18.2 | $ 0 |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected cost associated with the operating model optimization program | 110 | |
Facility Exit | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected cost associated with the operating model optimization program | $ 45 |
Restructuring - Restructuring E
Restructuring - Restructuring Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Employee separation | $ 16.8 | |
Facility exit | 1.4 | |
Total restructuring expenses | $ 18.2 | $ 0 |
Restructuring - Changes in Accr
Restructuring - Changes in Accrued Restructuring (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 64.9 |
Restructuring expense | 16.8 |
Cash payments | (33) |
Foreign exchange rate adjustment | (0.1) |
Ending balance | $ 48.6 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Operating lease liabilities | $ 89.8 | $ 81.8 |
Unrecognized tax benefits, net of indirect tax effects (Note 14) | 41 | 40.2 |
Deferred revenue (Note 12) | 16.8 | 15.1 |
Other Noncurrent Other Liabilities | 19.2 | 16.1 |
Total other liabilities | $ 166.7 | $ 153.2 |
Debt - Outstanding (Details)
Debt - Outstanding (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Debt outstanding | $ 5,330,600,000 | $ 5,340,400,000 | |
Less short-term debt and current portion of long-term debt | (77,500,000) | (89,600,000) | |
Total long-term debt | 5,253,100,000 | 5,250,800,000 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | (11,100,000) | $ 47,400,000 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 8,300,000 | $ (35,600,000) | |
Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 116,500,000 | ||
2021 Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Derivative, Notional Amount | $ 1,564,000,000 | ||
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 outstanding | $ 2,173,500,000 | $ 2,179,400,000 | |
Debt Instrument, Maturity Date | Nov. 15, 2026 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.18% | 7.21% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 1,800,000 | $ 1,900,000 | |
Debt Issuance Costs, Noncurrent, Net | 4,300,000 | 4,600,000 | |
Senior Secured Term Loan A-3 | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 1,288,200,000 | $ 1,296,100,000 | |
Debt Instrument, Maturity Date | Oct. 27, 2028 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 6.93% | 6.96% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 400,000 | $ 400,000 | |
Debt Issuance Costs, Noncurrent, Net | 3,200,000 | 3,400,000 | |
Senior Secured Term Loan B-7 | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 1,868,900,000 | 0 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.33% | ||
Debt Instrument, Unamortized Discount (Premium), Net | $ 7,800,000 | ||
Debt Issuance Costs, Noncurrent, Net | 18,300,000 | ||
Senior Secured Term Loan B-6 | |||
Debt Instrument [Line Items] | |||
Debt outstanding | 0 | $ 1,864,800,000 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.72% | ||
Debt Instrument, Unamortized Discount (Premium), Net | $ 3,500,000 | ||
Debt Issuance Costs, Noncurrent, Net | 20,000,000 | ||
Finance leases | |||
Debt Instrument [Line Items] | |||
Debt outstanding | 0 | 100,000 | |
Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 0 | $ 0 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Debt and Lease Obligation | $ 5,330.6 | $ 5,340.4 |
Less short-term debt and current portion of long-term debt | (77.5) | (89.6) |
2021 Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Derivative, Notional Amount | $ 1,564 | |
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 | $ 2,173.5 | $ 2,179.4 |
Debt Instrument, Maturity Date | Nov. 15, 2026 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.18% | 7.21% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 1.8 | $ 1.9 |
Debt Issuance Costs, Noncurrent, Net | 4.3 | 4.6 |
Senior Secured Term Loan B-6 | ||
Debt Instrument [Line Items] | ||
Debt and Lease Obligation | $ 0 | $ 1,864.8 |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.72% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 3.5 | |
Debt Issuance Costs, Noncurrent, Net | $ 20 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |||||
Feb. 08, 2024 | Oct. 27, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Oct. 26, 2023 | |
Line of Credit Facility [Line Items] | ||||||
Repayments of Secured Debt | $ 257,100,000 | $ 0 | ||||
Proceeds from Term Loans | 264,100,000 | 0 | ||||
Write off of Deferred Debt Issuance Cost | 3,100,000 | |||||
Debt and Lease Obligation | 5,330,600,000 | $ 5,340,400,000 | ||||
Letters of Credit Outstanding, Amount | 1,200,000 | |||||
Incremental Borrowings, Amount | $ 1,000,000,000 | |||||
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA | 100% | |||||
Incremental Borrowings Criteria, Senior Secured Leverage ratio | 4.25 | |||||
Net Leverage Ratio Requirement | 5.5 | |||||
Covenant Dividend Restriction Amount | $ 100,000,000 | |||||
Covenant Dividend Restriction Percentage of Consolidated EBITDA | 10% | |||||
Net Leverage Ratio Requirement, Dividends | 4.75 | |||||
Net change on interest rate swap | $ 11,100,000 | (47,400,000) | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 8,300,000 | (35,600,000) | ||||
2020 3 year Interest Rate Swap | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, Notional Amount | $ 1,075,000,000 | |||||
2020 3 year Interest Rate Swap | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, Fixed Interest Rate | 0.868% | |||||
2020 3 year Interest Rate Swap | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, Fixed Interest Rate | 0.88% | |||||
Interest Rate Swap | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest Expense (Income), Hedge, gross of tax | $ (31,100,000) | (22,600,000) | ||||
Interest Expense (Income), Hedge, net of tax | (23,300,000) | (16,900,000) | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 116,500,000 | |||||
2022 Interest Rate Swap | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, Notional Amount | $ 1,295,000,000 | |||||
2022 Interest Rate Swap | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, Fixed Interest Rate | 4.338% | |||||
2022 Interest Rate Swap | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, Fixed Interest Rate | 4.387% | |||||
Senior Secured Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 600,000,000 | $ 300,000,000 | ||||
Debt and Lease Obligation | $ 0 | 0 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 598,800,000 | |||||
Senior Secured Term Loan B-5 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt and Lease Obligation | 2,173,500,000 | 2,179,400,000 | ||||
Debt Instrument, Fair Value Disclosure | 2,182,200,000 | 2,191,500,000 | ||||
Senior Secured Term Loan A-3 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt and Lease Obligation | 1,288,200,000 | 1,296,100,000 | ||||
Debt Instrument, Fair Value Disclosure | 1,283,800,000 | 1,291,900,000 | ||||
Senior Secured Term Loan B-6 | ||||||
Line of Credit Facility [Line Items] | ||||||
Repayments of debt | 300,000,000 | |||||
Write off of Deferred Debt Issuance Cost | 1,100,000 | |||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 75,000,000 | |||||
Debt and Lease Obligation | 0 | 1,864,800,000 | ||||
Debt Instrument, Fair Value Disclosure | 1,895,000,000 | 1,895,100,000 | ||||
Senior Secured Term Loan A-4 | ||||||
Line of Credit Facility [Line Items] | ||||||
Face amount of debt | $ 1,300,000,000 | |||||
Senior Secured Term Loan B-7 | ||||||
Line of Credit Facility [Line Items] | ||||||
Face amount of debt | $ 1,900,000,000 | |||||
Debt Issuance Costs, Gross | 4,700,000 | |||||
Debt and Lease Obligation | $ 1,868,900,000 | $ 0 | ||||
Senior Secured Term Loan B-6 And Senior Secured Term Loan B-7 | ||||||
Line of Credit Facility [Line Items] | ||||||
Repayments of Secured Debt | 257,100,000 | |||||
Proceeds from Term Loans | $ 264,100,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Feb. 07, 2018 | Feb. 13, 2017 | |
Class of Stock [Line Items] | |||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.105 | $ 0.105 | $ 0.105 | ||||
Dividends to shareholders | $ 20.8 | $ 20.6 | |||||
Stock Repurchase Program, Authorized Amount | $ 300 | ||||||
Stock Repurchase Program, Period in Force | 3 years | ||||||
Stock Repurchase Program, | 133.5 | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 166.5 | ||||||
Preferred Stock, Shares Authorized | 100 | 100 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Dividend Paid | |||||||
Class of Stock [Line Items] | |||||||
Dividends to shareholders | $ 20.8 | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Vesting of restricted stock units | 0.4 | 0.3 | 0.3 |
Revenue (Details)
Revenue (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Revenue, Performance Obligation [Abstract] | |
Number of Types of Performance Obligations | 2 |
Revenue, Remaining Performance Obligation, Amount | $ 680 |
Contract With Customer Liability Noncurrent Recognition Period | 2 years |
Contract with Customer, Refund Liability | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Percentage | 55% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Percentage | 30% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Revenue, Remaining Performance Obligation, Percentage | 15% |
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 | |||
Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | |
Net Income | ||||
Net income | $ 70 | $ 56.9 | ||
Less: net income attributable to the noncontrolling interests | (4.9) | (4.3) | ||
Net Income (Loss) Attributable to Parent | $ 65.1 | $ 52.6 | ||
Earnings Per Share, Diluted [Abstract] | ||||
Basic | 194.1 | 193 | ||
Dilutive impact of stock based awards | 1.2 | 0.8 | ||
Diluted | 195.3 | 193.9 | ||
Earnings Per Share, Basic [Abstract] | ||||
Earnings Per Share, Basic | $ 0.34 | $ 0.27 | ||
Earnings Per Share, Diluted | 0.33 | $ 0.27 | ||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.105 | $ 0.105 | $ 0.105 | |
Contingently Issuable Performance-Based Stock Awards | ||||
Earnings Per Share, Basic [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.2 | 0.1 | ||
Antidilutive Weighted Stock-Based Awards | ||||
Earnings Per Share, Basic [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.8 | 0.9 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | |
Income Tax Examination [Line Items] | ||||
Effective tax benefit rate | 15.70% | |||
Unrecognized tax benefits | $ 45.9 | $ 45 | ||
Unrecognized tax benefits that would impact effective tax rate | 35.2 | $ 34.5 | ||
Unrecognized tax benefits, income tax penalties and interest expense | $ 15.2 | $ 14 | ||
U.S. federal statutory rate | 21% | 21% | ||
United Kingdom | ||||
Income Tax Examination [Line Items] | ||||
Effective tax benefit rate | 24.60% |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | |||
Interest rate swaps (Notes 10 and 15) | $ 173.4 | $ 162.3 | |
Fair Value, Recurring | |||
Assets | |||
Interest rate swaps (Notes 10 and 15) | 173.4 | 162.3 | |
Note receivable (Note 5) | 83.3 | 82 | $ 70.3 |
Debt Securities, Available-for-sale, Current | 2.6 | 2.7 | |
Total | 259.3 | 247 | |
Investments, Fair Value Disclosure [Abstract] | |||
Consideration in the form of a note receivable | $ 72 | ||
Interest Receivable, Percentage | 10.60% | ||
Fair Value, Recurring | Level 1 | |||
Assets | |||
Interest rate swaps (Notes 10 and 15) | 0 | 0 | |
Note receivable (Note 5) | 0 | 0 | |
Debt Securities, Available-for-sale, Current | 0 | 0 | |
Total | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Assets | |||
Interest rate swaps (Notes 10 and 15) | 173.4 | 162.3 | |
Note receivable (Note 5) | 83.3 | 82 | |
Debt Securities, Available-for-sale, Current | 2.6 | 2.7 | |
Total | 259.3 | 247 | |
Fair Value, Recurring | Level 3 | |||
Assets | |||
Interest rate swaps (Notes 10 and 15) | 0 | 0 | |
Note receivable (Note 5) | 0 | 0 | |
Debt Securities, Available-for-sale, Current | 0 | 0 | |
Total | $ 0 | $ 0 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment Segment | Mar. 31, 2023 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of Operating Segments | Segment | 2 | |
Number of Corporate Units | segment | 1 | |
Revenue | $ 1,021.2 | $ 940.3 |
EBITDA | ||
Corporate expense | (33.9) | (33.8) |
Net interest expense | (63.2) | (66) |
Depreciation and amortization | (134) | (129.7) |
Stock-based compensation | (24.1) | (22.2) |
Operating model optimization program | (24.4) | 0 |
Mergers and acquisitions, divestitures and business optimization | (9.2) | (8.9) |
Accelerated technology investment | (18.5) | (19.7) |
Net other | (6.5) | (4.6) |
Net income attributable to non-controlling interests | (4.9) | (4.3) |
Total adjustments | (309) | (280.5) |
Income from continuing operations before income taxes | 83 | 75.6 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,024.9 | 943.4 |
EBITDA | ||
Segments Adjusted EBITDA | 392 | 356.1 |
Operating Segments | U.S. Markets | ||
Segment Reporting Information [Line Items] | ||
Revenue | 788.6 | 739.7 |
EBITDA | ||
Segments Adjusted EBITDA | 285.2 | 268.8 |
Operating Segments | International | ||
Segment Reporting Information [Line Items] | ||
Revenue | 236.3 | 203.6 |
EBITDA | ||
Segments Adjusted EBITDA | 106.8 | 87.3 |
Operating Segments | International | Canada | ||
Segment Reporting Information [Line Items] | ||
Revenue | 37.7 | 31.7 |
Operating Segments | International | Latin America | ||
Segment Reporting Information [Line Items] | ||
Revenue | 32.9 | 28.8 |
Operating Segments | International | United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenue | 54.2 | 52.1 |
Operating Segments | International | Africa | ||
Segment Reporting Information [Line Items] | ||
Revenue | 15.1 | 14.6 |
Operating Segments | International | India | ||
Segment Reporting Information [Line Items] | ||
Revenue | 71.1 | 54.7 |
Operating Segments | International | Asia Pacific | ||
Segment Reporting Information [Line Items] | ||
Revenue | 25.3 | 21.7 |
Operating Segments | Consumer Interactive | ||
Segment Reporting Information [Line Items] | ||
Revenue | 139.3 | 142.3 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | (3.7) | (3.1) |
Intersegment Eliminations | U.S. Markets | ||
Segment Reporting Information [Line Items] | ||
Revenue | (2.3) | (1.7) |
Intersegment Eliminations | International | ||
Segment Reporting Information [Line Items] | ||
Revenue | (1.5) | (1.4) |
Financial Services | Operating Segments | U.S. Markets | ||
Segment Reporting Information [Line Items] | ||
Revenue | 351.7 | 312.3 |
Emerging Verticals | Operating Segments | U.S. Markets | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 297.5 | $ 285.1 |
Reportable Segments - Earnings
Reportable Segments - Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Earnings from equity method investments | $ 4.7 | $ 3.1 |
U.S. Markets | ||
Segment Reporting Information [Line Items] | ||
Earnings from equity method investments | 0.1 | 0.1 |
International | ||
Segment Reporting Information [Line Items] | ||
Earnings from equity method investments | $ 4.7 | $ 3 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | ||
Accrued legal and regulatory matters | $ 105.2 | $ 147.8 |
CFPB Matter | ||
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual | 56 | $ 56 |
Argus Department of Justice Matter | ||
Loss Contingencies [Line Items] | ||
Payments for settlements | 37 | |
Proceeds from settlements | $ 37 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 4,105.5 | |||
Change | (2.2) | $ 1.7 | ||
Ending balance | 4,177.2 | |||
Accumulated Other Comprehensive Loss | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (260.9) | (284.5) | ||
Change | (1.9) | $ (1.9) | 2.3 | $ 2.3 |
Ending balance | (262.8) | $ (262.8) | (282.2) | $ (282.2) |
Foreign Currency Translation Adjustment | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (383.4) | (463.5) | ||
Change | (10.2) | 37.9 | ||
Ending balance | (393.6) | (425.6) | ||
Net Unrealized (Loss)/Gain On Hedges | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 122 | 178.6 | ||
Change | 8.3 | (35.6) | ||
Ending balance | 130.3 | 143 | ||
Net Unrealized Gain/(Loss) On Available-for-sale Securities | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 0.2 | 0.2 | ||
Change | 0 | 0 | ||
Ending balance | $ 0.2 | $ 0.2 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Operating expenses | ||||||
Cost of services (exclusive of depreciation and amortization below) | $ 406.3 | $ 368.8 | $ 387 | $ 380.8 | $ 767.8 | $ 1,136.8 |
Selling, general and administrative | 305.6 | 290.8 | 292.5 | 284.6 | 577.1 | 867.7 |
Total operating expenses | $ 864.1 | 1,205 | 809.6 | 795.1 | 1,604.7 | 2,809.6 |
As Previously Reported | ||||||
Operating expenses | ||||||
Cost of services (exclusive of depreciation and amortization below) | 344.8 | 365.5 | 324.9 | 728.2 | 1,073.2 | |
Selling, general and administrative | 314.8 | 314 | 340.5 | 616.7 | 931.3 | |
Total operating expenses | 1,205 | 809.6 | 795.1 | 1,604.7 | 2,809.6 | |
Adjustment | ||||||
Operating expenses | ||||||
Cost of services (exclusive of depreciation and amortization below) | 24 | 21.5 | 55.9 | 39.6 | 63.6 | |
Selling, general and administrative | (24) | (21.5) | (55.9) | (39.6) | (63.6) | |
Total operating expenses | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Uncategorized Items - tru-20240
Label | Element | Value |
Parent and Non-controlling Interests [Member] | ||
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | $ 10,700,000 |
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | 14,700,000 |
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 22,900,000 |
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 20,700,000 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 4,331,500,000 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 4,177,200,000 |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | 1,700,000 |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (2,200,000) |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 500,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 70,000,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 56,900,000 |
Dividends, Cash | us-gaap_DividendsCash | 20,800,000 |
Dividends, Cash | us-gaap_DividendsCash | 23,100,000 |
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 10,600,000 |
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 7,600,000 |
Noncontrolling Interest [Member] | ||
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 103,200,000 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 101,900,000 |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (600,000) |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (300,000) |
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossAttributableToNonredeemableNoncontrollingInterest | 4,900,000 |
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossAttributableToNonredeemableNoncontrollingInterest | 4,300,000 |
Retained Earnings [Member] | ||
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,478,400,000 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,199,100,000 |
Dividends, Cash | us-gaap_DividendsCash | 20,800,000 |
Dividends, Cash | us-gaap_DividendsCash | 23,100,000 |
Net Income (Loss) | us-gaap_NetIncomeLoss | 52,600,000 |
Net Income (Loss) | us-gaap_NetIncomeLoss | 65,100,000 |
Treasury Stock, Common [Member] | ||
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (292,100,000) |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (313,500,000) |
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 7,600,000 |
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 10,600,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | 14,700,000 |
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | 10,700,000 |
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 22,900,000 |
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 20,700,000 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,450,500,000 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,322,300,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 500,000 |
Common Stock [Member] | ||
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | 0 |
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | 0 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,000,000 |
Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,000,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | $ 0 |
Shares, Outstanding | us-gaap_SharesOutstanding | 193,200,000 |
Shares, Outstanding | us-gaap_SharesOutstanding | 194,300,000 |
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | 100,000 |
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | 100,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised | 100,000 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans | 200,000 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans | 200,000 |