Document and Entity Information
Document and Entity Information shares in Millions | 9 Months Ended |
Sep. 30, 2020shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2020 |
Document Transition Report | false |
Entity File Number | 001-37470 |
Entity Registrant Name | TransUnion |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 61-1678417 |
Entity Address, Address Line One | 555 West Adams, |
Entity Address, City or Town | Chicago, |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60661 |
City Area Code | 312 |
Local Phone Number | 985-2000 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | TRU |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 190.3 |
Amendment Flag | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q3 |
Entity Central Index Key | 0001552033 |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 554 | $ 274.1 |
Trade accounts receivable, net of allowance of $25.3 and $19.0 | 468 | 443.9 |
Other current assets | 194.6 | 170.2 |
Total current assets | 1,216.6 | 888.2 |
Property, plant and equipment, net of accumulated depreciation and amortization of $520.5 and $454.4 | 202.8 | 219 |
Goodwill | 3,313.4 | 3,377.8 |
Other intangibles, net of accumulated amortization of $1,660.8 and $1,482.1 | 2,235.7 | 2,391.9 |
Other assets | 229.3 | 236.3 |
Total assets | 7,197.8 | 7,113.2 |
Current liabilities: | ||
Trade accounts payable | 186.7 | 176.2 |
Short-term debt and current portion of long-term debt | 55.4 | 58.7 |
Other current liabilities | 376.3 | 336.5 |
Total current liabilities | 618.4 | 571.4 |
Long-term debt | 3,560.6 | 3,598.3 |
Deferred Income Tax Liabilities, Net | 391.6 | 439.1 |
Other liabilities | 225 | 165 |
Total liabilities | 4,795.6 | 4,773.8 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2020 and December 31, 2019, 195.5 million and 193.5 million shares issued at September 30, 2020 and December 31, 2019, respectively, and 190.3 million shares and 188.7 million shares outstanding as of September 30, 2020 and December 31, 2019, respectively | 2 | 1.9 |
Additional paid-in capital | 2,074 | 2,022.3 |
Treasury stock at cost; 5.2 million and 4.8 million shares at September 30, 2020 and December 31, 2019, respectively | (214.7) | (179.2) |
Retained earnings | 850.3 | 652 |
Accumulated other comprehensive loss | (409.7) | (251.6) |
Total TransUnion stockholders’ equity | 2,301.9 | 2,245.4 |
Noncontrolling interests | 100.3 | 94 |
Total stockholders’ equity | 2,402.2 | 2,339.4 |
Total liabilities and stockholders’ equity | $ 7,197.8 | $ 7,113.2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Trade accounts receivable, allowance | $ 25.3 | $ 19 |
Property, plant and equipment, accumulated depreciation and amortization | 520.5 | 454.4 |
Other intangibles, net of accumulated amortization | $ 1,660.8 | $ 1,482.1 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 195.5 | 193.5 |
Common stock, shares outstanding | 190.3 | 188.7 |
Treasury stock, shares | 5.2 | 4.8 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 695.9 | $ 689.3 | $ 2,017.9 | $ 1,970.5 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization below) | 222.4 | 220.8 | 666.1 | 645.2 |
Selling, general and administrative | 219 | 208.4 | 655.4 | 600.8 |
Depreciation and amortization | 92.2 | 88.7 | 273.4 | 271.4 |
Total operating expenses | 533.6 | 518 | 1,594.9 | 1,517.4 |
Operating income | 162.3 | 171.3 | 423 | 453.1 |
Non-operating income and (expense) | ||||
Interest expense | (27.6) | (43.5) | (98.7) | (133.7) |
Interest income | 1.2 | 2.2 | 4.2 | 5.4 |
Earnings from equity method investments | 2.1 | 3.1 | 6.7 | 10.2 |
Other income and (expense), net | 0.8 | (20.6) | (6.9) | (0.7) |
Total non-operating income and (expense) | (23.6) | (58.8) | (94.7) | (118.7) |
Income from continuing operations before income taxes | 138.7 | 112.5 | 328.3 | 334.3 |
Provision for income taxes | (32.1) | (24.2) | (77.3) | (64.2) |
Income from continuing operations | 106.7 | 88.3 | 251 | 270.2 |
Discontinued operations, net of tax | 0 | 0 | 0 | (4.6) |
Net income | 106.7 | 88.3 | 251 | 265.6 |
Less: net (income) loss attributable to the noncontrolling interests | (3.9) | 3.4 | (9.5) | (1.5) |
Net income attributable to TransUnion | 102.8 | 91.7 | 241.5 | 264.1 |
Net Income | ||||
Income from continuing operations | 106.7 | 88.3 | 251 | 270.2 |
Less: net (income) loss from continuing operations attributable to noncontrolling interests | (3.9) | 3.4 | (9.5) | (1.5) |
Income from continuing operations attributable to TransUnion | 102.8 | 91.7 | 241.5 | 268.7 |
Discontinued operations, net of tax | 0 | 0 | 0 | (4.6) |
Discontinued operations, net of tax | 0 | 0 | 0 | (4.6) |
Net income attributable to TransUnion | $ 102.8 | $ 91.7 | $ 241.5 | $ 264.1 |
Basic earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion | $ 0.54 | $ 0.49 | $ 1.27 | $ 1.43 |
Discontinued operations, net of tax | 0 | 0 | 0 | (0.02) |
Net Income attributable to TransUnion | 0.54 | 0.49 | 1.27 | 1.41 |
Diluted earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion | 0.53 | 0.48 | 1.26 | 1.40 |
Discontinued operations, net of tax | 0 | 0 | 0 | (0.02) |
Net Income attributable to TransUnion | $ 0.53 | $ 0.48 | $ 1.26 | $ 1.38 |
Weighted Average Number of Shares Outstanding, Basic | 190.2 | 188.2 | 189.8 | 187.5 |
Weighted Average Number of Shares Outstanding, Diluted | 192.3 | 192 | 192.1 | 191.6 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net income | $ 106.7 | $ 88.3 | $ 251 | $ 265.6 |
Foreign currency translation: | ||||
Foreign currency translation adjustment | 54.5 | (70.7) | (124.6) | (46.8) |
Benefit (expense) for income taxes | 0 | 0.5 | 1.9 | 0.2 |
Foreign currency translation, net | 54.5 | (70.2) | (122.7) | (46.6) |
Hedge instruments: | ||||
Hedge instruments: Net change on interest rate cap | 0 | (0.4) | 4.1 | (12.2) |
Hedge instruments: Net change on interest rate swap | 6.4 | (5.6) | (53.3) | (43.7) |
Hedge instruments: Cumulative effect of adopting ASU 2017-12 | 0 | 0 | 0 | 1 |
Hedge instruments: Expense for income taxes | (1.4) | 1.2 | 12.4 | 13.7 |
Hedge instruments, net | 5 | (4.8) | (36.8) | (41.2) |
Available-for-sale debt securities: | ||||
Available-for-sale debt securities: Net unrealized loss | 0 | 0.1 | 0 | 0.1 |
Available-for-sale debt securities: Benefit for income taxes | 0 | 0 | 0 | 0 |
Available-for-sale debt securities, net | 0 | 0.1 | 0 | 0.1 |
Total other comprehensive (loss) income, net of tax | 59.5 | (74.9) | (159.5) | (87.7) |
Comprehensive income | 166.2 | 13.4 | 91.5 | 177.9 |
Less: comprehensive income attributable to noncontrolling interests | (4.5) | 4.8 | (8.2) | (0.9) |
Comprehensive income attributable to TransUnion | $ 161.7 | $ 18.2 | $ 83.3 | $ 177 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 251 | $ 265.6 |
Discontinued operations, net of tax | 0 | 4.6 |
Income from continuing operations | 251 | 270.2 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 273.4 | 271.4 |
Net loss/(gain) on investments in affiliated companies and assets-held-for sale | 0.5 | (20.6) |
Net (earnings)/dividends, from equity method investments | 0.9 | (1.2) |
Deferred taxes | (25.2) | (9.7) |
Amortization of discount and deferred financing fees | 2.9 | 4.7 |
Stock-based compensation | 29.6 | 29.7 |
Provision for losses on trade accounts receivable | 11.4 | 7.9 |
Other | 2.3 | 3.9 |
Changes in assets and liabilities: | ||
Trade accounts receivable | (43.4) | (13.2) |
Other current and long-term assets | (9.6) | (35.4) |
Trade accounts payable | 7.3 | 10.8 |
Other current and long-term liabilities | 57.1 | 69.2 |
Cash provided by operating activities of continuing operations | 558.2 | 587.7 |
Cash used in operating activities of discontinued operations | 0 | (7.3) |
Cash provided by operating activities | 558.2 | 580.4 |
Cash flows from investing activities: | ||
Capital expenditures | (131.7) | (132.1) |
Proceeds from sale/maturity of other investments | 52.3 | 18.2 |
Purchases of other investments | (65) | (31.4) |
Acquisitions and purchases of noncontrolling interests, net of cash acquired | (12.3) | (46.2) |
Proceeds from disposals of assets held for sale | 1.6 | 40.3 |
Other | 1.6 | (3.9) |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (153.5) | (155.1) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 0 | 0 |
Cash used in investing activities | (153.5) | (155.1) |
Cash flows from financing activities: | ||
Repayments of debt | (45) | (313.9) |
Proceeds from issuance of common stock and exercise of stock options | 21.7 | 22.4 |
Dividends to shareholders | (43.3) | (42.6) |
Payments to Noncontrolling Interests | (1.4) | (1.2) |
Employee taxes paid on restricted stock units recorded as treasury stock | (35.5) | (37.7) |
Payment for Contingent Consideration Liability, Financing Activities | (6.4) | 0 |
Cash used in financing activities | (109.9) | (373) |
Effect of exchange rate changes on cash and cash equivalents | (14.9) | (3.8) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 279.9 | 48.5 |
Cash and cash equivalents, beginning of period | 274.1 | 187.4 |
Cash and cash equivalents, end of period | $ 554 | $ 235.9 |
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, 2018 | 185.7 | |||||||
Balance at Dec. 31, 2018 | $ 1.9 | $ 1,947.3 | $ (139.9) | $ 363.1 | $ (282.7) | $ 92.5 | $ 1,982.2 | |
Net Income (Loss) Attributable to Parent | 70.9 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2.4 | |||||||
Net income (loss) | 73.4 | |||||||
Other comprehensive income | 53.2 | 0.1 | 53.3 | |||||
Stock-based compensation | 9.2 | 9.2 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 6.9 | 6.9 | |||||
Exercise of stock options | 0.5 | |||||||
Exercise of stock options | $ 0 | 4.2 | 4.2 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 0 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 1.6 | |||||||
Treasury stock purchased | (0.6) | |||||||
Treasury stock purchased | (37.1) | (37.1) | ||||||
Dividends to shareholders | (14.2) | (14.2) | ||||||
Balance (in shares) at Mar. 31, 2019 | 187.3 | |||||||
Balance at Mar. 31, 2019 | $ 1.9 | 1,967.6 | (177) | 418.8 | (229.4) | 95 | 2,076.9 | |
Balance (in shares) at Dec. 31, 2018 | 185.7 | |||||||
Balance at Dec. 31, 2018 | $ 1.9 | 1,947.3 | (139.9) | 363.1 | (282.7) | 92.5 | 1,982.2 | |
Net Income (Loss) Attributable to Parent | $ 264.1 | |||||||
Net income (loss) | 265.6 | |||||||
Other comprehensive income | (87.7) | |||||||
Balance (in shares) at Sep. 30, 2019 | 188.3 | |||||||
Balance at Sep. 30, 2019 | $ 1.9 | 1,999.7 | (177.9) | 583.4 | (369.7) | 92.1 | 2,129.5 | |
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | Accounting Standards Update 2017-12 [Member] | (1) | (1) | ||||||
Balance (in shares) at Mar. 31, 2019 | 187.3 | |||||||
Balance at Mar. 31, 2019 | $ 1.9 | 1,967.6 | (177) | 418.8 | (229.4) | 95 | 2,076.9 | |
Net Income (Loss) Attributable to Parent | 101.5 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2.5 | |||||||
Net income (loss) | 104 | |||||||
Other comprehensive income | (66.8) | 0.7 | (66.1) | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (0.8) | (0.8) | ||||||
Stock-based compensation | 6.1 | 6.1 | ||||||
Exercise of stock options | 0.5 | |||||||
Exercise of stock options | $ 0 | 2.7 | 2.7 | |||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.1) | (0.1) | ||||||
Dividends to shareholders | (14.2) | (14.2) | ||||||
Balance (in shares) at Jun. 30, 2019 | 187.8 | |||||||
Balance at Jun. 30, 2019 | $ 1.9 | 1,976.4 | (177.1) | 506.1 | (296.2) | 97.4 | 2,108.5 | |
Net Income (Loss) Attributable to Parent | 91.7 | 91.7 | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (3.4) | |||||||
Net income (loss) | 88.3 | 88.3 | ||||||
Other comprehensive income | (74.9) | (73.5) | (1.4) | (74.9) | ||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (0.5) | (0.5) | ||||||
Stock-based compensation | 12.4 | 12.4 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 8.3 | 8.3 | |||||
Exercise of stock options | 0.4 | |||||||
Exercise of stock options | $ 0 | 2.6 | 2.6 | |||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.8) | (0.8) | ||||||
Dividends to shareholders | (14.3) | (14.3) | ||||||
Stockholders' Equity, Other | 0.1 | 0.1 | ||||||
Balance (in shares) at Sep. 30, 2019 | 188.3 | |||||||
Balance at Sep. 30, 2019 | $ 1.9 | 1,999.7 | (177.9) | 583.4 | (369.7) | 92.1 | 2,129.5 | |
Balance (in shares) at Dec. 31, 2019 | 188.7 | |||||||
Balance at Dec. 31, 2019 | 2,339.4 | $ 1.9 | 2,022.3 | (179.2) | 652 | (251.6) | 94 | 2,339.4 |
Net Income (Loss) Attributable to Parent | 70.2 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 4.1 | |||||||
Net income (loss) | 74.3 | |||||||
Other comprehensive income | (216.6) | (1.7) | (218.3) | |||||
Stock-based compensation | 4.1 | 4.1 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 8.9 | 8.9 | |||||
Exercise of stock options | 0.4 | |||||||
Exercise of stock options | $ 0 | 2.8 | 2.8 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 0 | |||||||
Vesting of restricted stock units | 0.9 | |||||||
Treasury stock purchased | (0.3) | |||||||
Treasury stock purchased | (32.6) | (32.6) | ||||||
Dividends to shareholders | (14.4) | (14.4) | ||||||
Stockholders' Equity, Other | (0.1) | 0.1 | 0 | |||||
Balance (in shares) at Mar. 31, 2020 | 189.8 | |||||||
Balance at Mar. 31, 2020 | $ 1.9 | 2,038.1 | (211.8) | 707.7 | (468.2) | 96.5 | 2,164.2 | |
Balance (in shares) at Dec. 31, 2019 | 188.7 | |||||||
Balance at Dec. 31, 2019 | 2,339.4 | $ 1.9 | 2,022.3 | (179.2) | 652 | (251.6) | 94 | 2,339.4 |
Net Income (Loss) Attributable to Parent | 241.5 | |||||||
Net income (loss) | 251 | |||||||
Other comprehensive income | (159.5) | |||||||
Balance (in shares) at Sep. 30, 2020 | 190.3 | |||||||
Balance at Sep. 30, 2020 | 2,402.2 | $ 2 | 2,074 | (214.7) | 850.3 | (409.7) | 100.3 | 2,402.2 |
Balance (in shares) at Mar. 31, 2020 | 189.8 | |||||||
Balance at Mar. 31, 2020 | $ 1.9 | 2,038.1 | (211.8) | 707.7 | (468.2) | 96.5 | 2,164.2 | |
Net Income (Loss) Attributable to Parent | 68.5 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 1.5 | |||||||
Net income (loss) | 70 | |||||||
Other comprehensive income | (0.4) | (0.2) | (0.6) | |||||
Stock-based compensation | 15.9 | 15.9 | ||||||
Exercise of stock options | 0.3 | |||||||
Exercise of stock options | $ 0.1 | 2.5 | 2.6 | |||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.4) | (0.4) | ||||||
Dividends to shareholders | (14.5) | (14.5) | ||||||
Stockholders' Equity, Other | (0.1) | (0.5) | (0.6) | |||||
Balance (in shares) at Jun. 30, 2020 | 190.1 | |||||||
Balance at Jun. 30, 2020 | $ 2 | 2,056.4 | (212.2) | 761.7 | (468.6) | 97.3 | 2,236.6 | |
Net Income (Loss) Attributable to Parent | 102.8 | 102.8 | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 3.9 | |||||||
Net income (loss) | 106.7 | 106.7 | ||||||
Other comprehensive income | 59.5 | 58.9 | 0.6 | 59.5 | ||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (1.4) | (1.4) | ||||||
Stock-based compensation | 7.2 | 7.2 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 10.2 | 10.2 | |||||
Exercise of stock options | 0 | |||||||
Exercise of stock options | $ 0 | 0.2 | 0.2 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 0 | |||||||
Vesting of restricted stock units | 0.1 | |||||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (2.5) | (2.5) | ||||||
Dividends to shareholders | (14.3) | (14.3) | ||||||
Stockholders' Equity, Other | (0.1) | (0.1) | 0 | |||||
Balance (in shares) at Sep. 30, 2020 | 190.3 | |||||||
Balance at Sep. 30, 2020 | $ 2,402.2 | $ 2 | $ 2,074 | $ (214.7) | $ 850.3 | $ (409.7) | $ 100.3 | $ 2,402.2 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting and Reporting Policies | Significant Accounting and Reporting Policies Basis of Presentation Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020. The Company’s year end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”) on February 18, 2020. 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. Impact of coronavirus (“COVID-19”) On Our Financial Statements The global spread and unprecedented impact of COVID-19 is complex and continues to evolve rapidly. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended extensive containment and mitigation measures worldwide. The outbreak has reached all of the regions in which we do business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, school closures, social distancing requirements and various economic stimulus initiatives. While certain of these measures have been relaxed or reversed to varying degrees throughout the world, many have subsequently been reinstated and even tightened, adding an additional layer of uncertainty. The global spread of COVID-19 and actions taken in response to the virus have negatively affected workforces, customers, consumer confidence, financial markets, employment rates, consumer spending, credit markets and housing demand, caused significant economic and business disruption, volatility and financial uncertainty, and led to a significant economic downturn, including in the markets where we operate. Businesses and consumers continue to react and adapt to the uncertainty with varying degrees of success in the markets where we operate. Since mid-March 2020, the COVID-19 pandemic, widespread measures implemented to contain its effects, and business and consumer responses to such measures, have had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we have seen some signs of increased demand for our services in the markets where we operate since the low point in April, including ongoing improvements in the third quarter, the impact of COVID-19, including government measures and business and consumer responses to such measures, may continue to have a material adverse impact on our business for an uncertain period of time. We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context with the unknown future impacts of COVID-19 using information that is reasonably available to us at this time. The accounting estimates and other matters we have assessed include, but were not limited to, our allowance for doubtful accounts, stock-based compensation, goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. While our current assessment of these estimates did not have a material impact on our consolidated financial statements as of and for nine months ended September 30, 2020, as additional information becomes available to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our consolidated financial statements in future reporting periods. Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical write-off experience, current conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. Beginning January 1, 2020, we also considered our current expectations of future economic conditions, including the impact of COVID-19, when estimating our allowance for doubtful accounts. We made an immaterial increase to our allowance for doubtful accounts as a result of our current estimate of the impact COVID-19 will have on the collectability of our accounts receivable. As additional information becomes available to us, our future assessment of our allowance for doubtful accounts could materially and adversely impact our consolidated financial statements in future reporting periods. The following is a rollforward of the allowance for doubtful accounts for the periods presented: Nine Months Ended September 30, 2020 2019 Beginning Balance $ 19.0 $ 13.5 Provision for losses on trade accounts receivable 11.4 7.9 Write-offs, net of recovered accounts (5.1) (2.6) Ending balance $ 25.3 $ 18.8 Long-Lived Assets and Goodwill We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or on an interim basis if there is an indicator of impairment. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods. The decrease in other intangibles, net of accumulated amortization, as of September 30, 2020, compared with December 31, 2019, includes a decrease of $39.8 million due to the translation adjustment of our foreign entities long-lived assets, net of accumulated amortization, resulting from changes to foreign exchange rates between periods. The decrease in goodwill as of September 30, 2020, compared with December 31, 2019, is due primarily to a $68.1 million translation adjustment of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to these translation adjustments are included in accumulated other comprehensive loss on our balance sheet. Recently Adopted Accounting Pronouncements On June 16, 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and current expectations of future economic conditions based on reasonable and supportable forecasts. We adopted this guidance on January 1, 2020. Upon adoption and at September 30, 2020, this new guidance did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In response to concerns about structural risks of interbank offered rates including the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable and less susceptible to manipulation. The provisions of this ASU are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts and other contracts that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This ASU, among other things, provides optional expedients and exceptions to applying certain U.S. GAAP requirements to these contracts if certain criteria are met for a limited period of time in order to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. We have adopted this guidance and have applied certain optional expedients and exceptions and expect to apply other optional expedients and exceptions to our existing debt and hedge contracts that reference LIBOR, and to any other new contract that references LIBOR or another reference rate when these reference rates are discontinued and as our contracts are updated up through the transition period that ends December 31, 2022. The adoption of these expedients and exceptions did not and is not expected to have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. We are assessing the impact this guidance will have on our consolidated financial statements. On January 16, 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. We are assessing the impact this guidance will have on our consolidated financial statements. We do not believe the impact will be material. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2020: (in millions) Total Level 1 Level 2 Level 3 Assets Available-for-sale debt securities (Note 3) $ 3.0 $ — $ 3.0 $ — Total $ 3.0 $ — $ 3.0 $ — Liabilities Interest rate swaps (Notes 7 and 8) $ 99.5 $ — $ 99.5 $ — Contingent consideration (Note 6) 5.0 — — 5.0 Total $ 104.5 $ — $ 99.5 $ 5.0 Level 2 instruments consist of foreign exchange-traded corporate bonds and interest rate swaps. Foreign exchange-traded corporate bonds are available-for-sale securities valued at their current quoted prices. These securities mature between 2027 and 2033. The interest rate 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. Unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income. There were no significant realized or unrealized gains or losses on any of our securities for any of the periods presented. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: (in millions) September 30, 2020 December 31, 2019 Prepaid expenses $ 92.3 $ 84.1 Other investments 44.0 30.7 Income taxes receivable 22.5 19.0 Other receivables 19.1 15.2 Marketable securities (Note 2) 3.0 2.9 Contract assets 1.9 1.4 Deferred financing fees (Note 8) 0.5 0.5 Other 11.3 16.4 Total other current assets $ 194.6 $ 170.2 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: (in millions) September 30, 2020 December 31, 2019 Investments in affiliated companies (Note 5) $ 130.0 $ 133.7 Right-of-use lease assets 66.4 71.2 Non-qualified employee benefit plan assets 9.9 12.7 Deposits 4.8 4.1 Notes receivable from affiliated companies 4.0 4.0 Deferred financing fees 1.6 1.9 Other 12.6 8.7 Total other assets $ 229.3 $ 236.3 |
Investments in Affiliated Compa
Investments in Affiliated Companies | 9 Months Ended |
Sep. 30, 2020 | |
Investments in Affiliated Companies [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | Investments in Affiliated Companies Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, credit-scoring and credit-monitoring services. We use the equity method to account for investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest. We account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our “Cost Method Investments”, at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense. For nine months ended September 30, 2020, we recorded a $4.8 million impairment loss of a Cost Method investment, partially offset by a $2.5 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer. For the nine months ended September 30, 2019, we recorded a $31.2 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer, partially offset by a $8.6 million impairment loss of other Cost Method investments. These gains and losses are included in other income and expense in the consolidated statements of income. Investments in affiliated companies consisted of the following: (in millions) September 30, 2020 December 31, 2019 Equity Method investments $ 40.3 $ 49.0 Cost Method investments 89.7 84.7 Total investments in affiliated companies (Note 4) $ 130.0 $ 133.7 These balances are included in other assets in the consolidated balance sheets. The increase in Cost Method investments is due to two new Cost Method investments we made during 2020, partially offset by the net loss on Cost Method investments discussed above, recorded in our U.S. Markets segment. Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 Earnings from equity method investments (Note 13) $ 2.1 $ 3.1 $ 6.7 $ 10.2 Dividends received from equity method investments $ 1.3 $ 0.5 $ 7.6 $ 9.0 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: (in millions) September 30, 2020 December 31, 2019 Accrued payroll $ 102.3 $ 110.6 Deferred revenue (Note 10) 90.1 82.8 Accrued legal and regulatory (Note 14) 76.4 30.4 Income taxes payable 27.4 14.9 Accrued employee benefits 23.4 35.4 Operating lease liabilities 18.0 19.9 Accrued interest 5.7 4.0 Contingent consideration (Note 2) 5.0 7.2 Other 28.1 31.3 Total other current liabilities $ 376.3 $ 336.5 The increase in accrued legal and regulatory was due primarily to accruals related to the Ramirez litigation and certain other legal and regulatory matters. |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure | Other Liabilities Other liabilities consisted of the following: (in millions) September 30, 2020 December 31, 2019 Interest rate swaps and caps (Notes 2 and 8) $ 99.5 $ 46.6 Operating lease liabilities 54.8 57.2 Unrecognized tax benefits, net of indirect tax effects (Note 12) 36.6 32.8 Non-qualified and other employee benefit plan liabilities 10.9 11.6 Deferred revenue (Note 10) 5.6 15.7 Other 17.6 1.1 Total other liabilities $ 225.0 $ 165.0 The increase in the interest rate swaps liability was due primarily to changes in the forward LIBOR curve during the period. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Debt Debt outstanding consisted of the following: (in millions) September 30, 2020 December 31, 2019 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.90% at September 30, 2020, and 3.55% at December 31, 2019), net of original issue discount and deferred financing fees of $4.3 million and $10.5 million, respectively, at September 30, 2020, and original issue discount and deferred financing fees of $4.8 million and $11.7 million, respectively, at December 31, 2019 $ 2,490.6 $ 2,508.5 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable marg in (1.40% at September 30, 2020, and 3.30% at December 31, 2019), net of original issue discount and deferred financing fees of $2.8 million and $1.7 million, respectively, at September 30, 2020, and original issue discount and deferred financing fees of $3.3 million and $2.2 million, respectively, at December 31, 2019 1,124.0 1,144.5 Senior Secured Revolving Credit Facility — — Other notes payable 1.3 3.7 Finance leases 0.1 0.3 Total debt 3,616.0 3,657.0 Less short-term debt and current portion of long-term debt (55.4) (58.7) Total long-term debt $ 3,560.6 $ 3,598.3 Senior Secured Credit Facility On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-5 and the Senior Secured Term Loan A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility. As of September 30, 2020, we had no outstanding balance under the Senior Secured Revolving Credit Facility, $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available. TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the greater of $1,000.0 million and 100% of consolidated EBITDA for the four quarters preceding such request date, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $75 million or 7.5% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2020, we were in compliance with all debt covenants. Interest Rate Hedging On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter-parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,145.0 million that amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,110.0 million that amortizes each quarter after it commences. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. On December 17, 2018, we entered into interest rate swap agreements with various counter-parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,415.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022. On December 18, 2015, we entered into interest rate cap agreements with various counter-parties that effectively capped our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt at 0.75% beginning June 30, 2016. These cap agreements expired on June 30, 2020, and were previously designated as cash flow hedges. The change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged debt affects earnings. The net change in the fair value of the swaps resulted in an unrealized gain of $6.4 million ($5.0 million, net of tax) and loss of $53.3 million ($39.9 million, net of tax) for the three and nine months ended September 30, 2020, respectively, recorded in other comprehensive income. The net change in the fair value of the swaps resulted in an unrealized loss of $5.6 million ($4.5 million, net of tax) and $43.7 million ($33.0 million, net of tax) for the three and nine months ended September 30, 2019, respectively, recorded in other comprehensive income. Interest expense on the swaps in the three and nine months ended September 30, 2020, was $10.3 million ($8.0 million, net of tax) and $21.9 million ($16.5 million, net of tax), respectively. Interest expense on the swaps in the three and nine months ended September 30, 2019 was $1.5 million ($1.3 million, net of tax) and $2.6 million ($2.0 million, net of tax), respectively. We expect to recognize a loss of approximately $40.4 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months. The net change in the caps resulted in a recognition into interest expense previously unrealized loss of $4.1 million ($3.1 million, net of tax) for the nine months ended September 30, 2020, previously recorded in other comprehensive income. The net change in the fair value of the caps resulted in an unrealized loss of $0.4 million ($0.4 million, net of tax) and $12.2 million ($9.2 million, net of tax) for the three and nine months ended September 30, 2019, respectively, recorded in other comprehensive income. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the nine months ended September 30, 2020, was expense of $6.7 million ($5.1 million, net of tax). Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the three and nine months ended September 30, 2019, was income of $0.3 million ($0.2 million, net of tax) and $3.2 million ($2.5 million, net of tax), respectively. Fair Value of Debt As of September 30, 2020, the fair value of our variable-rate Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees was approximately $1,112.9 million. As of September 30, 2020, the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees, was approximately $2,442.9 million. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure | Stockholders’ Equity Common Stock Dividends Our board of directors declared a dividend of $0.075 per share on February 27, 2020, May 13, 2020 and August 5, 2020, to holders of record on March 13, 2020, May 28, 2020 and August 20, 2020, respectively. We paid dividends of $14.2 million, $14.3 million and $14.3 million on March 30, 2020, June 12, 2020 and September 4, 2020, respectively. Portions of the dividends declared are payable as dividend equivalents to employees who hold restricted stock units when those units vest. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board. While we expect to continue to pay dividends at this time, if circumstances deteriorate, we would consider recommending that our board temporarily reduce or suspend our dividend. Treasury Stock On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes. While the existing share repurchase program remains authorized by the board of directors, given the uncertainties arising from the COVID-19 pandemic, we do not intend to repurchase additional shares in the short term. We may resume share repurchases in the future at any time, depending upon market conditions, our capital needs and other factors. During the first quarter of 2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. The employees used 0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 0.6 million of the shares and gave TransUnion the remaining 0.3 million shares that we have recorded as treasury stock. We remitted cash equivalent to the $32.1 million vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised throughout the year, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies. Preferred Stock |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue [Abstract] | |
Revenue | Revenue All of our revenue is derived from contracts with customers and is reported as revenue in the consolidated statements of income generally as, or at the point in time, the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations: those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services. Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled , which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts pursuant to which 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 to which we will be entitled, and adjust any estimates as facts and circumstances evolve. Certain Stand Ready Performance Obligation fees result from contingent fee based contracts that require us to provide services before we have an enforceable right to payment. For these performance obligations, we recognize revenue at the point in time the contingency is met and we have an enforceable contract and right to payment. For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less. Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery, once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time, based on an estimate of progress towards completion of that obligation. These contracts are not material. In certain circumstances we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts. Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations . Our revenue does not include taxes collected from our customers. Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of September 30, 2020. As our other contracts with customers generally have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31, 2019, current deferred revenue balance as revenue during 2020. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years. For additional disclosures about the disaggregation of our revenue see Note 13, “Reportable Segments.” |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans. As of September 30, 2020 and September 30, 2019, there were 1.3 million and 1.1 million contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, respectively, because the contingencies had not been met. Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Nine Months Ended September 30, (in millions, except per share data) 2020 2019 2020 2019 Income from continuing operations $ 106.7 $ 88.3 $ 251.0 $ 270.2 Less: net (income) loss from continuing operations attributable to noncontrolling interests (3.9) 3.4 (9.5) (1.5) Income from continuing operations attributable to TransUnion 102.8 91.7 241.5 268.7 Discontinued operations, net of tax — — — (4.6) Net income attributable to TransUnion $ 102.8 $ 91.7 $ 241.5 $ 264.1 Basic earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.54 $ 0.49 $ 1.27 $ 1.43 Discontinued operations, net of tax — — — (0.02) Net Income attributable to TransUnion $ 0.54 $ 0.49 $ 1.27 $ 1.41 Diluted earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.53 $ 0.48 $ 1.26 $ 1.40 Discontinued operations, net of tax — — — (0.02) Net Income attributable to TransUnion $ 0.53 $ 0.48 $ 1.26 $ 1.38 Weighted-average shares outstanding: Basic 190.2 188.2 189.8 187.5 Dilutive impact of stock based awards 2.1 3.8 2.3 4.1 Diluted 192.3 192.0 192.1 191.6 Anti-dilutive weighted stock-based awards outstanding 0.1 0.1 0.3 0.2 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes For the three months ended September 30, 2020, we reported an effective tax rate of 23.1%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences and accrued withholding taxes on unrepatriated foreign earnings, partially offset by excess tax benefits on stock-based compensation. For the nine months ended September 30, 2020, we reported an effective tax rate of 23.5%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences, accrued withholding taxes on unrepatriated foreign earnings and changes in valuation allowances for foreign tax credits, partially offset b y $22.4 million of excess tax benefits on stock-based compensation . We periodically assess the recoverability of our deferred tax assets, and a valuation allowance is recorded against deferred tax assets if it is more likely than not that some portion of the deferred tax assets will not be realized. COVID-19 had no material impact on our assessment of the recoverability of our deferred tax assets at September 30, 2020. As additional information becomes available to us, our future assessment of the recoverability of our deferred tax assets could materially and adversely impact our consolidated financial statements in future reporting periods. For the three months ended September 30, 2019, we reported an effective tax rate of 21.6%, which was higher than the 21.0% U.S. federal statutory rate due primarily to $17.0 million of various foreign, federal and state tax impacts, partially offset by $11.7 million in state tax benefits and $4.6 million of excess tax benefits on stock-based compensation. For the nine months ended September 30, 2019, we reported an effective tax rate of 19.2%, which was lower than the 21.0% U.S. federal statutory rate due primarily to $31.9 million of excess tax benefits on stock-based compensation and $11.2 million in state tax benefits, partially offset by $37.1 million of additional foreign, federal and state tax expenses. The gross amount of unrecognized tax benefits which excludes indirect tax effects was $39.2 million as of September 30, 2020, and $32.8 million as of December 31, 2019. The amounts that would affect the effective tax rate if recognized are $17.3 million and $13.6 million, respectively. We classify interest and penalties as income tax expense in the consolidated statements of income and their associated liabilities as other liabilities in the consolidated balance sheets. 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. Generally, tax years 2009 and forward remain open for examination in some foreign jurisdictions, 2011 and forward in some state jurisdictions, and tax years 2012 and forward remain open for examination for U.S. federal income tax purposes. |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Reportable Segments We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. We define Adjusted EBITDA as net income (loss) attributable to each segment plus (less) loss (income) from discontinued operations, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus (less) certain acquisition-related deferred revenue adju stments, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses including Callcredit integration-related expenses, plus certain expenses associated with our accelerated technology investment, plus (less) certain other expenses (income). The segment financial information below aligns with how we report information to our CODM to assess operating performance and how we manage the business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note 10, “Revenue.” The following is a more detailed description of our three reportable segments and the Corporate unit, which provides support services to each segment: U.S. Markets The U.S. Markets segment provides consumer reports, actionable insights and analytics such as credit and other scores, and decisioning capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals: • Financial Services: The Financial Services vertical consists of our consumer lending, mortgage, auto, and cards and payments lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions. • Emerging Verticals: Emerging Verticals include Healthcare, Insurance, Tenant and Employment, Collections, Public Sector, Media, Diversified Markets and other verticals. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions, and customer retention solutions. International The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and decisioning services and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances and take precautions against identity theft. We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific. Consumer Interactive The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels. Corporate Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature. Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 Gross Revenue: U.S. Markets: Financial Services $ 249.1 $ 225.3 $ 701.7 $ 627.4 Emerging Verticals 189.4 194.9 564.1 567.5 Total U.S. Markets 438.5 420.2 1,265.8 1,194.9 International: Canada 27.9 27.3 78.5 75.7 Latin America 21.7 26.4 63.2 77.9 United Kingdom 44.2 47.6 132.1 136.4 Africa 12.3 15.7 35.6 44.7 India 23.9 27.4 72.4 80.0 Asia Pacific 14.9 15.6 40.5 42.4 Total International 144.8 160.0 422.2 457.1 Total Consumer Interactive 131.6 127.8 386.7 374.7 Total revenue, gross $ 714.9 $ 708.0 $ 2,074.8 $ 2,026.7 Intersegment revenue eliminations: U.S. Markets $ (17.2) $ (17.1) $ (51.7) $ (51.8) International (1.4) (1.3) (3.9) (3.8) Consumer Interactive (0.5) (0.2) (1.3) (0.6) Total intersegment eliminations (19.0) (18.7) (56.8) (56.2) Total revenue as reported $ 695.9 $ 689.3 $ 2,017.9 $ 1,970.5 As a result of displaying amounts in millions, rounding differences may exist in the table above. A reconciliation of Segment Adjusted EBITDA to income from continuing operations before taxes for the periods presented is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 U.S. Markets Adjusted EBITDA $ 177.3 $ 181.0 $ 520.0 $ 498.5 International Adjusted EBITDA 56.7 64.0 154.4 188.6 Consumer Interactive Adjusted EBITDA 67.1 66.5 186.2 185.8 Total 301.1 311.6 860.6 872.9 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses (1) (31.2) (30.7) (84.7) (89.4) Net interest expense (26.5) (41.3) (94.6) (128.2) Depreciation and amortization (92.2) (88.7) (273.4) (271.4) Acquisition-related revenue adjustments (2) — — — (5.9) Stock-based compensation (3) (7.8) (14.7) (29.5) (35.6) Mergers and acquisitions, divestitures and business optimization (4) (1.5) (4.8) (12.9) 7.8 Accelerated technology investment (5) (4.5) — (10.3) — Other (6) (2.6) (15.4) (36.4) (17.3) Net loss (income) attributable to non-controlling interests 3.9 (3.4) 9.5 1.5 Total adjustments (162.4) (199.1) (532.3) (538.5) Income from continuing operations before income taxes $ 138.7 $ 112.5 $ 328.3 $ 334.3 As a result of displaying amounts in millions, rounding differences may exist in the table above. (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) This adjustment represents certain non-cash adjustments related to acquired entities, predominantly adjustments to increase revenue resulting from purchase accounting reductions to deferred revenue we record on the opening balance sheets of acquired entities. Deferred revenue results when a company receives payment in advance of fulfilling their performance obligations under contracts. Business combination accounting rules require us to record deferred revenue of acquired entities at fair value if we are obligated to perform any future services under these contracts. The fair value of this deferred revenue is determined based on the direct and indirect incremental costs of fulfilling our performance obligations under these contracts, plus a normal profit margin. Generally, this fair value calculation results in a reduction to the purchased deferred revenue balance. The above adjustment includes an estimate for the increase in revenue equal to the difference between what the acquired entities would have recorded as revenue and the lower revenue we record as a result of the reduced deferred revenue balance. This increase is partially offset by an estimated decrease to revenue for certain acquired non-core customer contracts that are not classified as discontinued operations that will expire within approximately one year from the date of acquisition. Beginning in the third quarter of 2019, we no longer have these adjustments to revenue. (3) Consisted of stock-based compensation and cash-settled stock-based compensation. (4) For the three months ended September 30, 2020, consisted of the following adjustments: $1.5 million of acquisition expenses. For the nine months ended September 30, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; a $4.8 million loss on the impairment of a Cost Method investment; $4.8 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations. For the three months ended September 30, 2019, consisted of the following adjustments: a $2.0 million loss on assets of a small business in our United Kingdom region that are classified as held-for-sale; $2.0 million of Callcredit integration costs; a $0.6 million adjustment to contingent consideration expense from previous acquisitions; $0.5 million of acquisition expenses; and a $(0.2) million reimbursement for transition services provided to the buyers of certain of our discontinued operations. For the nine months ended September 30, 2019, consisted of the following adjustments: a $(31.2) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; $(0.4) million reimbursement for transition services provided to the buyers of our discontinued operations; $10.5 million of Callcredit integration costs; a $8.6 million loss on the impairment of certain Cost Method investments; $2.1 million of acquisition expenses; a $2.0 million loss on assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $0.6 million adjustment to contingent consideration expense from previous acquisitions. (5) Represents expenses associated with our accelerated technology investment to migrate to the cloud. (6) For the three months ended September 30, 2020 , consisted of the following adjustments : $4.2 million for certain legal expenses; $0.4 million of loan fees; a $(0.8) million gain from currency remeasurement of our foreign operations; a $(0.9) million recovery from the Fraud Incident (as defined in our Annual Report on Form 10-K for the year ended December 31, 2019), net of additional administration expenses; and $(0.3) million other. For the nine months ended September 30, 2020, consisted of the following adjustments: $34.7 million for certain legal expenses; a $2.1 million loss from currency remeasurement of our foreign operations; $1.2 million of loan fees; $0.2 million of fees related to our new swap agreements; a $(1.1) million recovery from the Fraud Incident, net of additional administration expense; $(0.5) million reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility; and $(0.3) million of other. For the three months ended September 30, 2019 , consisted of the following adjustments: $19.7 million of expenses (including $1.8 million of administrative expenses) associated with the Fraud Incident offset by the $(7.1) million portion that is attributable to the non-controlling interest; $1.6 million from currency remeasurement; $0.7 million of deferred loan fees written off as a result of the prepayments on our debt; and $0.5 million of loan fees. For the nine months ended September 30, 2019, consisted of the following adjustments: $19.7 million of expenses (including $1.8 million of administrative expenses) associated with the Fraud Incident offset by the $(7.1) million portion that is attributable to the non-controlling interest; $1.9 million from currency remeasurement; $1.5 million of loan fees; $1.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $(0.1) million of miscellaneous. Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended September 30, Nine Months Ended (in millions) 2020 2019 2020 2019 U.S. Markets $ 0.8 $ 0.8 $ 2.0 $ 2.0 International 1.4 2.4 4.7 8.2 Total $ 2.1 $ 3.1 $ 6.7 $ 10.2 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Contingencies [Abstract] | |
Contingencies Disclosure [Text Block] | Contingencies Legal and Regulatory Matters 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, penalties or business impact, if any, that may result. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. 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 perio ds. During the third quarter of 2020 we accrued 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. The following discussion describes material developments in previously disclosed material legal and regulatory matters that occurred in the nine months ended September 30, 2020 . Refer to Part II, Item 8, Footnote 21, “Contingencies” of our Annual Report on Form 10-K for the year ended December 31, 2019, for a full description of our material pending legal and regulatory matters at that time. Ramirez v. Trans Union LLC On February 27, 2020, the United States Court of Appeals for the Ninth Circuit issued its opinion in Ramirez v. Trans Union LLC , (No. 3:12-cv-00632-JSC, United States District Court for the Northern District of California), which affirmed in part and reversed and vacated in part the trial court’s judgment, holding that the punitive damages award was excessive in violation of constitutional due process. The appeals court remanded the case to the trial court with instructions to reduce the punitive damages award from approximately $52.0 million ($6,353.08 per class member) to approximately $32.0 million ($3,936.88 per class member). On April 8, 2020, the Ninth Circuit denied our petition for rehearing en banc. We determined that punitive damages were probable and reasonably estimable and recorded an estimated liability at March 31, 2020, in an amount equal to the portion of the punitive damages award affirmed by the Ninth Circuit and a partially offsetting insurance receivable, with expense of $30.5 million recorded in selling, general and administrative expense. We also recorded a related tax benefit of $7.6 million in our provision for income taxes. We recorded an additional reserve for this matter in the third quarter of 2020. |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020. The Company’s year end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”) on February 18, 2020. |
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. |
COVID-19 Accounting Policy [Policy Text Block] | Impact of coronavirus (“COVID-19”) On Our Financial Statements The global spread and unprecedented impact of COVID-19 is complex and continues to evolve rapidly. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended extensive containment and mitigation measures worldwide. The outbreak has reached all of the regions in which we do business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, school closures, social distancing requirements and various economic stimulus initiatives. While certain of these measures have been relaxed or reversed to varying degrees throughout the world, many have subsequently been reinstated and even tightened, adding an additional layer of uncertainty. The global spread of COVID-19 and actions taken in response to the virus have negatively affected workforces, customers, consumer confidence, financial markets, employment rates, consumer spending, credit markets and housing demand, caused significant economic and business disruption, volatility and financial uncertainty, and led to a significant economic downturn, including in the markets where we operate. Businesses and consumers continue to react and adapt to the uncertainty with varying degrees of success in the markets where we operate. Since mid-March 2020, the COVID-19 pandemic, widespread measures implemented to contain its effects, and business and consumer responses to such measures, have had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we have seen some signs of increased demand for our services in the markets where we operate since the low point in April, including ongoing improvements in the third quarter, the impact of COVID-19, including government measures and business and consumer responses to such measures, may continue to have a material adverse impact on our business for an uncertain period of time. We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context with the unknown future impacts of COVID-19 using information that is reasonably available to us at this time. The accounting estimates and other matters we have assessed include, but were not limited to, our allowance for doubtful accounts, stock-based compensation, goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. While our current assessment of these estimates did not have a material impact on our consolidated financial statements as of and for nine months ended September 30, 2020, as additional information becomes available to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our consolidated financial statements in future reporting periods. |
Accounts Receivable | Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical write-off experience, current conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. Beginning January 1, 2020, we also considered our current expectations of future economic conditions, including the impact of COVID-19, when estimating our allowance for doubtful accounts. We made an immaterial increase to our allowance for doubtful accounts as a result of our current estimate of the impact COVID-19 will have on the collectability of our accounts receivable. As additional information becomes available to us, our future assessment of our allowance for doubtful accounts could materially and adversely impact our consolidated financial statements in future reporting periods. The following is a rollforward of the allowance for doubtful accounts for the periods presented: Nine Months Ended September 30, 2020 2019 Beginning Balance $ 19.0 $ 13.5 Provision for losses on trade accounts receivable 11.4 7.9 Write-offs, net of recovered accounts (5.1) (2.6) Ending balance $ 25.3 $ 18.8 |
Long Lived Assets [Policy Text Block] | Long-Lived Assets and Goodwill We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or on an interim basis if there is an indicator of impairment. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods. The decrease in other intangibles, net of accumulated amortization, as of September 30, 2020, compared with December 31, 2019, includes a decrease of $39.8 million due to the translation adjustment of our foreign entities long-lived assets, net of accumulated amortization, resulting from changes to foreign exchange rates between periods. The decrease in goodwill as of September 30, 2020, compared with December 31, 2019, is due primarily to a $68.1 million translation adjustment of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to these translation adjustments are included in accumulated other comprehensive loss on our balance sheet. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements On June 16, 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and current expectations of future economic conditions based on reasonable and supportable forecasts. We adopted this guidance on January 1, 2020. Upon adoption and at September 30, 2020, this new guidance did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In response to concerns about structural risks of interbank offered rates including the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable and less susceptible to manipulation. The provisions of this ASU are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts and other contracts that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This ASU, among other things, provides optional expedients and exceptions to applying certain U.S. GAAP requirements to these contracts if certain criteria are met for a limited period of time in order to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. We have adopted this guidance and have applied certain optional expedients and exceptions and expect to apply other optional expedients and exceptions to our existing debt and hedge contracts that reference LIBOR, and to any other new contract that references LIBOR or another reference rate when these reference rates are discontinued and as our contracts are updated up through the transition period that ends December 31, 2022. The adoption of these expedients and exceptions did not and is not expected to have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. We are assessing the impact this guidance will have on our consolidated financial statements. On January 16, 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. We are assessing the impact this guidance will have on our consolidated financial statements. We do not believe the impact will be material. |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies Allowance for Doubtful Accounts (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Allowance for Doubtful Accounts [Abstract] | |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | The following is a rollforward of the allowance for doubtful accounts for the periods presented: Nine Months Ended September 30, 2020 2019 Beginning Balance $ 19.0 $ 13.5 Provision for losses on trade accounts receivable 11.4 7.9 Write-offs, net of recovered accounts (5.1) (2.6) Ending balance $ 25.3 $ 18.8 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured At Fair Value, on Recurring Basis | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2020: (in millions) Total Level 1 Level 2 Level 3 Assets Available-for-sale debt securities (Note 3) $ 3.0 $ — $ 3.0 $ — Total $ 3.0 $ — $ 3.0 $ — Liabilities Interest rate swaps (Notes 7 and 8) $ 99.5 $ — $ 99.5 $ — Contingent consideration (Note 6) 5.0 — — 5.0 Total $ 104.5 $ — $ 99.5 $ 5.0 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: (in millions) September 30, 2020 December 31, 2019 Prepaid expenses $ 92.3 $ 84.1 Other investments 44.0 30.7 Income taxes receivable 22.5 19.0 Other receivables 19.1 15.2 Marketable securities (Note 2) 3.0 2.9 Contract assets 1.9 1.4 Deferred financing fees (Note 8) 0.5 0.5 Other 11.3 16.4 Total other current assets $ 194.6 $ 170.2 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: (in millions) September 30, 2020 December 31, 2019 Investments in affiliated companies (Note 5) $ 130.0 $ 133.7 Right-of-use lease assets 66.4 71.2 Non-qualified employee benefit plan assets 9.9 12.7 Deposits 4.8 4.1 Notes receivable from affiliated companies 4.0 4.0 Deferred financing fees 1.6 1.9 Other 12.6 8.7 Total other assets $ 229.3 $ 236.3 |
Investments in Affiliated Com_2
Investments in Affiliated Companies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments in Affiliated Companies [Abstract] | |
Investments in and Advances to Affiliates | Investments in affiliated companies consisted of the following: (in millions) September 30, 2020 December 31, 2019 Equity Method investments $ 40.3 $ 49.0 Cost Method investments 89.7 84.7 Total investments in affiliated companies (Note 4) $ 130.0 $ 133.7 |
Schedule Of Equity Investments Income Statement Information | Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 Earnings from equity method investments (Note 13) $ 2.1 $ 3.1 $ 6.7 $ 10.2 Dividends received from equity method investments $ 1.3 $ 0.5 $ 7.6 $ 9.0 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in millions) September 30, 2020 December 31, 2019 Accrued payroll $ 102.3 $ 110.6 Deferred revenue (Note 10) 90.1 82.8 Accrued legal and regulatory (Note 14) 76.4 30.4 Income taxes payable 27.4 14.9 Accrued employee benefits 23.4 35.4 Operating lease liabilities 18.0 19.9 Accrued interest 5.7 4.0 Contingent consideration (Note 2) 5.0 7.2 Other 28.1 31.3 Total other current liabilities $ 376.3 $ 336.5 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other liabilities consisted of the following: (in millions) September 30, 2020 December 31, 2019 Interest rate swaps and caps (Notes 2 and 8) $ 99.5 $ 46.6 Operating lease liabilities 54.8 57.2 Unrecognized tax benefits, net of indirect tax effects (Note 12) 36.6 32.8 Non-qualified and other employee benefit plan liabilities 10.9 11.6 Deferred revenue (Note 10) 5.6 15.7 Other 17.6 1.1 Total other liabilities $ 225.0 $ 165.0 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: (in millions) September 30, 2020 December 31, 2019 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.90% at September 30, 2020, and 3.55% at December 31, 2019), net of original issue discount and deferred financing fees of $4.3 million and $10.5 million, respectively, at September 30, 2020, and original issue discount and deferred financing fees of $4.8 million and $11.7 million, respectively, at December 31, 2019 $ 2,490.6 $ 2,508.5 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable marg in (1.40% at September 30, 2020, and 3.30% at December 31, 2019), net of original issue discount and deferred financing fees of $2.8 million and $1.7 million, respectively, at September 30, 2020, and original issue discount and deferred financing fees of $3.3 million and $2.2 million, respectively, at December 31, 2019 1,124.0 1,144.5 Senior Secured Revolving Credit Facility — — Other notes payable 1.3 3.7 Finance leases 0.1 0.3 Total debt 3,616.0 3,657.0 Less short-term debt and current portion of long-term debt (55.4) (58.7) Total long-term debt $ 3,560.6 $ 3,598.3 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Nine Months Ended September 30, (in millions, except per share data) 2020 2019 2020 2019 Income from continuing operations $ 106.7 $ 88.3 $ 251.0 $ 270.2 Less: net (income) loss from continuing operations attributable to noncontrolling interests (3.9) 3.4 (9.5) (1.5) Income from continuing operations attributable to TransUnion 102.8 91.7 241.5 268.7 Discontinued operations, net of tax — — — (4.6) Net income attributable to TransUnion $ 102.8 $ 91.7 $ 241.5 $ 264.1 Basic earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.54 $ 0.49 $ 1.27 $ 1.43 Discontinued operations, net of tax — — — (0.02) Net Income attributable to TransUnion $ 0.54 $ 0.49 $ 1.27 $ 1.41 Diluted earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.53 $ 0.48 $ 1.26 $ 1.40 Discontinued operations, net of tax — — — (0.02) Net Income attributable to TransUnion $ 0.53 $ 0.48 $ 1.26 $ 1.38 Weighted-average shares outstanding: Basic 190.2 188.2 189.8 187.5 Dilutive impact of stock based awards 2.1 3.8 2.3 4.1 Diluted 192.3 192.0 192.1 191.6 Anti-dilutive weighted stock-based awards outstanding 0.1 0.1 0.3 0.2 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Selected Segment Financial Information and Disaggregated Revenue | Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 Gross Revenue: U.S. Markets: Financial Services $ 249.1 $ 225.3 $ 701.7 $ 627.4 Emerging Verticals 189.4 194.9 564.1 567.5 Total U.S. Markets 438.5 420.2 1,265.8 1,194.9 International: Canada 27.9 27.3 78.5 75.7 Latin America 21.7 26.4 63.2 77.9 United Kingdom 44.2 47.6 132.1 136.4 Africa 12.3 15.7 35.6 44.7 India 23.9 27.4 72.4 80.0 Asia Pacific 14.9 15.6 40.5 42.4 Total International 144.8 160.0 422.2 457.1 Total Consumer Interactive 131.6 127.8 386.7 374.7 Total revenue, gross $ 714.9 $ 708.0 $ 2,074.8 $ 2,026.7 Intersegment revenue eliminations: U.S. Markets $ (17.2) $ (17.1) $ (51.7) $ (51.8) International (1.4) (1.3) (3.9) (3.8) Consumer Interactive (0.5) (0.2) (1.3) (0.6) Total intersegment eliminations (19.0) (18.7) (56.8) (56.2) Total revenue as reported $ 695.9 $ 689.3 $ 2,017.9 $ 1,970.5 As a result of displaying amounts in millions, rounding differences may exist in the table above. |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | A reconciliation of Segment Adjusted EBITDA to income from continuing operations before taxes for the periods presented is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 U.S. Markets Adjusted EBITDA $ 177.3 $ 181.0 $ 520.0 $ 498.5 International Adjusted EBITDA 56.7 64.0 154.4 188.6 Consumer Interactive Adjusted EBITDA 67.1 66.5 186.2 185.8 Total 301.1 311.6 860.6 872.9 Adjustments to reconcile to income from continuing operations before income taxes: Corporate expenses (1) (31.2) (30.7) (84.7) (89.4) Net interest expense (26.5) (41.3) (94.6) (128.2) Depreciation and amortization (92.2) (88.7) (273.4) (271.4) Acquisition-related revenue adjustments (2) — — — (5.9) Stock-based compensation (3) (7.8) (14.7) (29.5) (35.6) Mergers and acquisitions, divestitures and business optimization (4) (1.5) (4.8) (12.9) 7.8 Accelerated technology investment (5) (4.5) — (10.3) — Other (6) (2.6) (15.4) (36.4) (17.3) Net loss (income) attributable to non-controlling interests 3.9 (3.4) 9.5 1.5 Total adjustments (162.4) (199.1) (532.3) (538.5) Income from continuing operations before income taxes $ 138.7 $ 112.5 $ 328.3 $ 334.3 As a result of displaying amounts in millions, rounding differences may exist in the table above. (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) This adjustment represents certain non-cash adjustments related to acquired entities, predominantly adjustments to increase revenue resulting from purchase accounting reductions to deferred revenue we record on the opening balance sheets of acquired entities. Deferred revenue results when a company receives payment in advance of fulfilling their performance obligations under contracts. Business combination accounting rules require us to record deferred revenue of acquired entities at fair value if we are obligated to perform any future services under these contracts. The fair value of this deferred revenue is determined based on the direct and indirect incremental costs of fulfilling our performance obligations under these contracts, plus a normal profit margin. Generally, this fair value calculation results in a reduction to the purchased deferred revenue balance. The above adjustment includes an estimate for the increase in revenue equal to the difference between what the acquired entities would have recorded as revenue and the lower revenue we record as a result of the reduced deferred revenue balance. This increase is partially offset by an estimated decrease to revenue for certain acquired non-core customer contracts that are not classified as discontinued operations that will expire within approximately one year from the date of acquisition. Beginning in the third quarter of 2019, we no longer have these adjustments to revenue. (3) Consisted of stock-based compensation and cash-settled stock-based compensation. (4) For the three months ended September 30, 2020, consisted of the following adjustments: $1.5 million of acquisition expenses. For the nine months ended September 30, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; a $4.8 million loss on the impairment of a Cost Method investment; $4.8 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations. For the three months ended September 30, 2019, consisted of the following adjustments: a $2.0 million loss on assets of a small business in our United Kingdom region that are classified as held-for-sale; $2.0 million of Callcredit integration costs; a $0.6 million adjustment to contingent consideration expense from previous acquisitions; $0.5 million of acquisition expenses; and a $(0.2) million reimbursement for transition services provided to the buyers of certain of our discontinued operations. For the nine months ended September 30, 2019, consisted of the following adjustments: a $(31.2) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; $(0.4) million reimbursement for transition services provided to the buyers of our discontinued operations; $10.5 million of Callcredit integration costs; a $8.6 million loss on the impairment of certain Cost Method investments; $2.1 million of acquisition expenses; a $2.0 million loss on assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $0.6 million adjustment to contingent consideration expense from previous acquisitions. (5) Represents expenses associated with our accelerated technology investment to migrate to the cloud. (6) For the three months ended September 30, 2020 , consisted of the following adjustments : $4.2 million for certain legal expenses; $0.4 million of loan fees; a $(0.8) million gain from currency remeasurement of our foreign operations; a $(0.9) million recovery from the Fraud Incident (as defined in our Annual Report on Form 10-K for the year ended December 31, 2019), net of additional administration expenses; and $(0.3) million other. For the nine months ended September 30, 2020, consisted of the following adjustments: $34.7 million for certain legal expenses; a $2.1 million loss from currency remeasurement of our foreign operations; $1.2 million of loan fees; $0.2 million of fees related to our new swap agreements; a $(1.1) million recovery from the Fraud Incident, net of additional administration expense; $(0.5) million reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility; and $(0.3) million of other. For the three months ended September 30, 2019 , consisted of the following adjustments: $19.7 million of expenses (including $1.8 million of administrative expenses) associated with the Fraud Incident offset by the $(7.1) million portion that is attributable to the non-controlling interest; $1.6 million from currency remeasurement; $0.7 million of deferred loan fees written off as a result of the prepayments on our debt; and $0.5 million of loan fees. For the nine months ended September 30, 2019, consisted of the following adjustments: $19.7 million of expenses (including $1.8 million of administrative expenses) associated with the Fraud Incident offset by the $(7.1) million portion that is attributable to the non-controlling interest; $1.9 million from currency remeasurement; $1.5 million of loan fees; $1.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $(0.1) million of miscellaneous. |
Earning from Equity Method Investments Included in Other Income and Expense, Net | Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended September 30, Nine Months Ended (in millions) 2020 2019 2020 2019 U.S. Markets $ 0.8 $ 0.8 $ 2.0 $ 2.0 International 1.4 2.4 4.7 8.2 Total $ 2.1 $ 3.1 $ 6.7 $ 10.2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Doubtful Accounts [Abstract] | ||||
Accounts Receivable, Allowance for Credit Loss | $ 25.3 | $ 18.8 | $ 19 | $ 13.5 |
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 11.4 | 7.9 | ||
Accounts Receivable, Allowance for Credit Loss, Writeoff | (5.1) | $ (2.6) | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 68.1 | |||
Finite Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | $ 39.8 |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | $ 99.5 | $ 99.5 | $ 46.6 | ||
Investments, Fair Value Disclosure [Abstract] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 5.1 | 5.1 | |||
Level 2 | |||||
Investments, Fair Value Disclosure [Abstract] | |||||
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, before Tax | 0 | $ 0.1 | 0 | $ 0.1 | |
Available-for-sale Securities, Gross Realized Gain (Loss) | $ 0 | $ 0 | $ 0 | $ 0 | |
Level 2 | Minimum [Member] | |||||
Investments, Fair Value Disclosure [Abstract] | |||||
Debt Securities, Available-for-sale, Maturity Date | Jan. 1, 2027 | Jan. 1, 2027 | |||
Level 2 | Maximum [Member] | |||||
Investments, Fair Value Disclosure [Abstract] | |||||
Debt Securities, Available-for-sale, Maturity Date | Dec. 31, 2033 | Dec. 31, 2033 | |||
Fair Value, Recurring | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Total | $ 3 | $ 3 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | 99.5 | 99.5 | |||
Business Combination, Contingent Consideration, Liability | 5 | 5 | |||
Total | 104.5 | 104.5 | |||
Investments, Fair Value Disclosure [Abstract] | |||||
Available-for-sale Securities, Current | 3 | 3 | |||
Fair Value, Recurring | Level 1 | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Total | 0 | 0 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | 0 | 0 | |||
Business Combination, Contingent Consideration, Liability | 0 | 0 | |||
Total | 0 | 0 | |||
Investments, Fair Value Disclosure [Abstract] | |||||
Available-for-sale Securities, Current | 0 | 0 | |||
Fair Value, Recurring | Level 2 | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Total | 3 | 3 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | 99.5 | 99.5 | |||
Business Combination, Contingent Consideration, Liability | 0 | 0 | |||
Total | 99.5 | 99.5 | |||
Investments, Fair Value Disclosure [Abstract] | |||||
Available-for-sale Securities, Current | 3 | 3 | |||
Fair Value, Recurring | Level 3 | |||||
Assets, Fair Value Disclosure [Abstract] | |||||
Total | 0 | 0 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | 0 | 0 | |||
Business Combination, Contingent Consideration, Liability | 5 | 5 | |||
Total | 5 | 5 | |||
Investments, Fair Value Disclosure [Abstract] | |||||
Available-for-sale Securities, Current | $ 0 | $ 0 |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 92.3 | $ 84.1 |
Other investments | 44 | 30.7 |
Income taxes receivable | 22.5 | 19 |
Other receivables | 19.1 | 15.2 |
Marketable securities (Note 2) | 3 | 2.9 |
Contract assets | 1.9 | 1.4 |
Deferred financing fees (Note 8) | 0.5 | 0.5 |
Other | 11.3 | 16.4 |
Total other current assets | $ 194.6 | $ 170.2 |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other assets | ||
Investments in affiliated companies (Note 5) | $ 130 | $ 133.7 |
Right-of-use lease assets | 66.4 | 71.2 |
Non-qualified employee benefit plan assets | 9.9 | 12.7 |
Deposits | 4.8 | 4.1 |
Notes receivable from affiliated companies | 4 | 4 |
Deferred financing fees | 1.6 | 1.9 |
Other | 12.6 | 8.7 |
Total other assets | $ 229.3 | $ 236.3 |
Investments in Affiliated Com_3
Investments in Affiliated Companies (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investments | $ 40.3 | $ 49 | |
Cost method Investments | 89.7 | 84.7 | |
Total investments in affiliated companies | 130 | $ 133.7 | |
Unrealized Gain on Securities | 2.5 | $ 31.2 | |
Unrealized Loss on Securities | $ 4.8 | $ 8.6 |
Earnings and Dividends from Inv
Earnings and Dividends from Investment (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Earnings from equity method investments | $ 2.1 | $ 3.1 | $ 6.7 | $ 10.2 |
Dividends received from equity method investments | $ 1.3 | $ 0.5 | $ 7.6 | $ 9 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll | $ 102.3 | $ 110.6 |
Deferred revenue (Note 10) | 90.1 | 82.8 |
Accrued legal and regulatory (Note 14) | 76.4 | 30.4 |
Income taxes payable | 27.4 | 14.9 |
Accrued employee benefits | 23.4 | 35.4 |
Operating lease liabilities | 18 | 19.9 |
Accrued interest | 5.7 | 4 |
Contingent consideration (Note 2) | 5 | 7.2 |
Other | 28.1 | 31.3 |
Total other current liabilities | $ 376.3 | $ 336.5 |
Other Liabilities (Detail)
Other Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Interest rate swaps and caps (Notes 2 and 8) | $ 99.5 | $ 46.6 |
Operating lease liabilities | 54.8 | 57.2 |
Unrecognized tax benefits, net of indirect tax effects (Note 12) | 36.6 | 32.8 |
Non-qualified and other employee benefit plan liabilities | 10.9 | 11.6 |
Deferred revenue (Note 10) | 5.6 | 15.7 |
Other Noncurrent Other Liabilities | 17.6 | 1.1 |
Total other liabilities | $ 225 | $ 165 |
Debt outstanding (Detail)
Debt outstanding (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt outstanding | Debt outstanding consisted of the following: (in millions) September 30, 2020 December 31, 2019 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.90% at September 30, 2020, and 3.55% at December 31, 2019), net of original issue discount and deferred financing fees of $4.3 million and $10.5 million, respectively, at September 30, 2020, and original issue discount and deferred financing fees of $4.8 million and $11.7 million, respectively, at December 31, 2019 $ 2,490.6 $ 2,508.5 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable marg in (1.40% at September 30, 2020, and 3.30% at December 31, 2019), net of original issue discount and deferred financing fees of $2.8 million and $1.7 million, respectively, at September 30, 2020, and original issue discount and deferred financing fees of $3.3 million and $2.2 million, respectively, at December 31, 2019 1,124.0 1,144.5 Senior Secured Revolving Credit Facility — — Other notes payable 1.3 3.7 Finance leases 0.1 0.3 Total debt 3,616.0 3,657.0 Less short-term debt and current portion of long-term debt (55.4) (58.7) Total long-term debt $ 3,560.6 $ 3,598.3 | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 3,616 | $ 3,657 |
Less short-term debt and current portion of long-term debt | (55.4) | (58.7) |
Debt Issuance Costs, Noncurrent, Net | 1.6 | 1.9 |
Total long-term debt | 3,560.6 | 3,598.3 |
Senior Secured Term Loan B-5 [Member] | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 2,490.6 | $ 2,508.5 |
Debt Instrument, Maturity Date | Nov. 15, 2026 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.90% | 3.55% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 4.3 | $ 4.8 |
Debt Issuance Costs, Noncurrent, Net | 10.5 | 11.7 |
Debt Instrument, Fair Value Disclosure | 2,442.9 | |
Senior Secured Term Loan A-3 [Member] | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,124 | $ 1,144.5 |
Debt Instrument, Maturity Date | Dec. 10, 2024 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.40% | 3.30% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 2.8 | $ 3.3 |
Debt Issuance Costs, Noncurrent, Net | 1.7 | 2.2 |
Debt Instrument, Fair Value Disclosure | 1,112.9 | |
Senior Secured Revolving Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 0 | 0 |
Other notes payable | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 1.3 | 3.7 |
Finance leases | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 0.1 | $ 0.3 |
Senior Secured Credit Facility
Senior Secured Credit Facility (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2016 | |
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | $ 3,616 | $ 3,616 | $ 3,657 | |||
Letters of Credit Outstanding, Amount | 0.1 | 0.1 | ||||
Incremental Borrowings, Amount | $ 1,000 | $ 1,000 | ||||
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA | 100.00% | 100.00% | ||||
Incremental Borrowings Criteria, Senior Secured Leverage ratio | 4.25 | 4.25 | ||||
Net Leverage Ratio Requirement | 5.5 | 5.5 | ||||
Covenant Dividend Restriction Amount | $ 75 | $ 75 | ||||
Covenant Dividend Restriction Percentage of Consolidated EBITDA | 7.50% | 7.50% | ||||
Net Leverage Ratio Requirement, Dividends | 4.75 | 4.75 | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | $ (5) | $ 4.8 | $ 36.8 | $ 41.2 | ||
Hedge instruments: Net change on interest rate cap | 0 | 0.4 | (4.1) | 12.2 | ||
2020 3 year Interest Rate Swap [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,110 | $ 1,110 | ||||
2020 3 year Interest Rate Swap [Member] | Minimum [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.9125% | 0.9125% | ||||
2020 3 year Interest Rate Swap [Member] | Maximum [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.928% | 0.928% | ||||
2020 2 year Interest Rate Swap [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,145 | $ 1,145 | ||||
2020 2 year Interest Rate Swap [Member] | Minimum [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.52% | 0.52% | ||||
2020 2 year Interest Rate Swap [Member] | Maximum [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.5295% | 0.5295% | ||||
Interest Rate Swap [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,415 | $ 1,415 | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 5 | 4.5 | 39.9 | 33 | ||
Interest Expense, Hedge, gross of tax | (10.3) | (1.5) | (21.9) | (2.6) | ||
Hedge instruments: Net change on interest rate cap | 6.4 | 5.6 | 53.3 | 43.7 | ||
Interest Expense, Hedge, net of tax | $ (8) | (1.3) | (16.5) | (2) | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ (40.4) | |||||
Interest Rate Swap [Member] | Minimum [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.702% | 2.702% | ||||
Interest Rate Swap [Member] | Maximum [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.706% | 2.706% | ||||
Interest Rate Cap [Member] | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Cap Interest Rate | 0.75% | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 0.4 | 9.2 | ||||
Interest Expense, Hedge, gross of tax | 0.3 | $ (6.7) | 3.2 | |||
Hedge instruments: Net change on interest rate cap | 0.4 | 12.2 | ||||
Interest Expense, Hedge, net of tax | $ 0.2 | (5.1) | $ 2.5 | |||
Net recognized loss into income on Hedge | 4.1 | |||||
Net recognized loss into income on Hedge, net of tax | $ 3.1 | |||||
Senior Loans [Member] | ||||||
Senior Secured Credit Facility | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||
Senior Secured Term Loan B-5 [Member] | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | $ 2,490.6 | $ 2,490.6 | 2,508.5 | |||
Debt Instrument, Fair Value Disclosure | 2,442.9 | 2,442.9 | ||||
Senior Secured Revolving Line of Credit | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 0 | 0 | 0 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 299.9 | 299.9 | ||||
Senior Secured Term Loan A-3 [Member] | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 1,124 | 1,124 | $ 1,144.5 | |||
Debt Instrument, Fair Value Disclosure | $ 1,112.9 | $ 1,112.9 |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 07, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Feb. 13, 2017 | |
Dividends, Common Stock [Abstract] | |||||||||
Dividends Payable, Date Declared | Aug. 5, 2020 | May 13, 2020 | Feb. 27, 2020 | ||||||
Dividends Payable, Amount Per Share | $ 0.075 | ||||||||
Dividends Payable, Date of Record | Aug. 20, 2020 | May 28, 2020 | Mar. 13, 2020 | ||||||
Dividends Payable, Date to be Paid | Sep. 4, 2020 | Jun. 12, 2020 | Mar. 30, 2020 | ||||||
Stock Repurchase Program, Authorized Amount | $ 300 | ||||||||
Stock Repurchase Program, Period in Force | 3 years | ||||||||
Treasury Stock, Shares, Acquired | 133.5 | ||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 166.5 | $ 166.5 | |||||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 32.1 | $ 35.5 | $ 37.7 | ||||||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||||||||
Preferred Stock, Shares Authorized | 100 | 100 | 100 | ||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||||
Dividend Paid [Member] | |||||||||
Dividends, Common Stock [Abstract] | |||||||||
Dividends, Common Stock, Cash | $ 14.3 | $ 14.3 | $ 14.2 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Dividends, Common Stock [Abstract] | |||||||||
Vesting of restricted stock units | 0.9 | ||||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 0.3 | ||||||||
Stock, Shares Issued Net of Shares for Tax Withholdings | 0.6 |
Revenue (Detail)
Revenue (Detail) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue, Performance Obligation [Abstract] | |
Number of Types of Performance Obligations | 2 |
Stand Ready Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) |
Other Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that do not require us to stand ready (“Other Performance Obligations”) |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net Income | ||||
Income from continuing operations | $ 106.7 | $ 88.3 | $ 251 | $ 270.2 |
Less: net income attributable to the noncontrolling interests | (3.9) | 3.4 | (9.5) | (1.5) |
Income from continuing operations attributable to TransUnion | 102.8 | 91.7 | 241.5 | 268.7 |
Discontinued operations, net of tax | 0 | 0 | 0 | (4.6) |
Net income attributable to TransUnion | $ 102.8 | $ 91.7 | $ 241.5 | $ 264.1 |
Basic earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion | $ 0.54 | $ 0.49 | $ 1.27 | $ 1.43 |
Discontinued operations, net of tax | 0 | 0 | 0 | (0.02) |
Net Income attributable to TransUnion common stockholders, Basic | 0.54 | 0.49 | 1.27 | 1.41 |
Diluted earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion | 0.53 | 0.48 | 1.26 | 1.40 |
Discontinued operations, net of tax | 0 | 0 | 0 | (0.02) |
Net Income attributable to TransUnion common stockholders, Diluted | $ 0.53 | $ 0.48 | $ 1.26 | $ 1.38 |
Weighted Average Number of Shares Outstanding, Basic | 190.2 | 188.2 | 189.8 | 187.5 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 2.1 | 3.8 | 2.3 | 4.1 |
Weighted Average Number of Shares Outstanding, Diluted | 192.3 | 192 | 192.1 | 191.6 |
Performance Shares Contingency Not Met [Member] | ||||
Diluted earnings per common share from: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.3 | 1.1 | ||
Performance Shares [Member] | ||||
Diluted earnings per common share from: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.1 | 0.1 | 0.3 | 0.2 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | |||||
Effective tax benefit rate | 23.10% | 21.60% | 23.50% | 19.20% | |
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount | $ 4.6 | $ 22.4 | $ 31.9 | ||
Unrecognized tax benefits | $ 39.2 | 39.2 | $ 32.8 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 17.3 | $ 17.3 | $ 13.6 | ||
Other Tax Expense (Benefit) | 17 | 37.1 | |||
State and Local Jurisdiction [Member] | |||||
Income Tax Examination [Line Items] | |||||
Other Tax Expense (Benefit) | $ 11.7 | $ 11.2 |
Selected Financial Information
Selected Financial Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Segmentsegment | Sep. 30, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of Reportable Segments | Segment | 3 | |||
Number of Corporate Units | segment | 1 | |||
Revenue | $ (695.9) | $ (689.3) | $ (2,017.9) | $ (1,970.5) |
EBITDA [Abstract] | ||||
Segments Adjusted EBITDA | 301.1 | 311.6 | 860.6 | 872.9 |
EBITDA Adjustment - Corporate Expense | (31.2) | (30.7) | (84.7) | (89.4) |
EBITDA Adjustment - Net Interest Expense | (26.5) | (41.3) | (94.6) | (128.2) |
EBITDA Adjustment - Depreciation and Amortization | (92.2) | (88.7) | (273.4) | (271.4) |
EBITDA Adjustment - Acquisition Related Revenue Adjustment | 0 | 0 | 0 | (5.9) |
EBITDA Adjustment - Stockbased Compensation | (7.8) | (14.7) | (29.5) | (35.6) |
EBITDA Adjustment - Mergers and Acquisition | (1.5) | (4.8) | (12.9) | (7.8) |
EBITDA Adjustment - Accelerated Technology | (4.5) | 0 | (10.3) | 0 |
EBITDA Adjustment - Other | (2.6) | (15.4) | (36.4) | (17.3) |
Less: net (income) loss from continuing operations attributable to noncontrolling interests | (3.9) | 3.4 | (9.5) | (1.5) |
EBITDA Adjustment - Total | (162.4) | (199.1) | (532.3) | (538.5) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 138.7 | 112.5 | 328.3 | 334.3 |
Unrealized Loss on Securities | 4.8 | 8.6 | ||
Unrealized Gain on Securities | (2.5) | (31.2) | ||
Net loss/(gain) on investments in affiliated companies and assets-held-for sale | 0.5 | (20.6) | ||
Reimbursement | (0.2) | (0.1) | (0.4) | |
Legal Fees | 4.2 | 34.7 | ||
Loan Related Fees | 0.4 | 0.5 | 1.2 | 1.5 |
Currency remeasurement | 0.8 | 1.6 | 2.1 | 1.9 |
Other Nonoperating Income | (0.3) | (0.3) | (0.1) | |
Loan Related Fees - Hedge Fees | 0.2 | |||
Write off of Deferred Debt Issuance Cost | (0.5) | |||
Write off of Deferred Debt Issuance Cost | 0.7 | 1.5 | ||
Income (Loss) from Equity Method Investments | 2.1 | 3.1 | 6.7 | 10.2 |
Fraudulent Incident [Member] | ||||
EBITDA [Abstract] | ||||
Other Income | 0.9 | 1.1 | ||
Other Expenses | 19.7 | 19.7 | ||
Other General and Administrative Expense | 1.8 | 1.8 | ||
Other Income | 0.9 | 1.1 | ||
Fraudulent Incident [Member] | Non-controlling Interest Member [Member] | ||||
EBITDA [Abstract] | ||||
Nonoperating Gains (Losses) | (7.1) | (7.1) | ||
Fair Value, Inputs, Level 3 [Member] | ||||
EBITDA [Abstract] | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | (0.6) | (0.3) | 0.6 | |
Acquisition-related Costs [Member] | ||||
EBITDA [Abstract] | ||||
Business Combination, Acquisition Related Costs | 1.5 | 0.5 | 4.8 | 2.1 |
Acquisition-related Costs [Member] | Callcredit [Member] | ||||
EBITDA [Abstract] | ||||
Business Combination, Integration Related Costs | 2 | 7.5 | 10.5 | |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (19) | (18.7) | (56.8) | (56.2) |
UNITED KINGDOM | ||||
EBITDA [Abstract] | ||||
Net loss/(gain) on investments in affiliated companies and assets-held-for sale | (2) | (1.8) | 2 | |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (438.5) | (420.2) | (1,265.8) | (1,194.9) |
EBITDA [Abstract] | ||||
Segments Adjusted EBITDA | 177.3 | 181 | 520 | 498.5 |
Income (Loss) from Equity Method Investments | 0.8 | 0.8 | 2 | 2 |
U.S. Markets | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (17.2) | (17.1) | (51.7) | (51.8) |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (144.8) | (160) | (422.2) | (457.1) |
EBITDA [Abstract] | ||||
Segments Adjusted EBITDA | 56.7 | 64 | 154.4 | 188.6 |
Income (Loss) from Equity Method Investments | 1.4 | 2.4 | 4.7 | 8.2 |
International | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1.4) | (1.3) | (3.9) | (3.8) |
International | CANADA | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (27.9) | (27.3) | (78.5) | (75.7) |
International | Latin America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (21.7) | (26.4) | (63.2) | (77.9) |
International | UNITED KINGDOM | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (44.2) | (47.6) | (132.1) | (136.4) |
International | Africa [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (12.3) | (15.7) | (35.6) | (44.7) |
International | INDIA | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (23.9) | (27.4) | (72.4) | (80) |
International | Asia Pacific [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (14.9) | (15.6) | (40.5) | (42.4) |
Consumer Interactive | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (131.6) | (127.8) | (386.7) | (374.7) |
EBITDA [Abstract] | ||||
Segments Adjusted EBITDA | 67.1 | 66.5 | 186.2 | 185.8 |
Consumer Interactive | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (0.5) | (0.2) | (1.3) | (0.6) |
Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (714.9) | (708) | (2,074.8) | (2,026.7) |
Financial Services [Member] | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (249.1) | (225.3) | (701.7) | (627.4) |
Emerging Verticals [Member] | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (189.4) | $ (194.9) | $ (564.1) | $ (567.5) |
Reportable Segments Earnings fr
Reportable Segments Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 2.1 | $ 3.1 | $ 6.7 | $ 10.2 |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | 0.8 | 0.8 | 2 | 2 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 1.4 | $ 2.4 | $ 4.7 | $ 8.2 |
Contingencies (Detail)
Contingencies (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | ||||||
Provision for income taxes | $ (32,100,000) | $ (24,200,000) | $ (77,300,000) | $ (64,200,000) | ||
Ramirez v. Trans Union LLC [Member] | Judicial Ruling [Member] | Punitive Damages [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Damages Awarded, Value | $ 32,000,000 | $ 52,000,000 | ||||
Loss Contingency, Loss in Period | 30,500,000 | |||||
Provision for income taxes | 7,600,000 | |||||
Per person [Member] | Ramirez v. Trans Union LLC [Member] | Judicial Ruling [Member] | Punitive Damages [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Damages Awarded, Value | $ 3,936.88 | $ 6,353.08 |