Document and Entity Information
Document and Entity Information shares in Millions | 6 Months Ended |
Jun. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2022 |
Document Transition Report | false |
Entity File Number | 001-37470 |
Entity Registrant Name | TransUnion |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 61-1678417 |
Entity Address, Address Line One | 555 West Adams, |
Entity Address, City or Town | Chicago, |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60661 |
City Area Code | 312 |
Local Phone Number | 985-2000 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | TRU |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 192.5 |
Amendment Flag | false |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
Entity Central Index Key | 0001552033 |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 521.8 | $ 1,842.4 |
Trade accounts receivable, net of allowance of $11.2 and $10.7 | 636.3 | 558 |
Other current assets | 308.6 | 231.6 |
Current assets of discontinued operations | 27 | 0 |
Total current assets | 1,493.7 | 2,632 |
Property, plant and equipment, net of accumulated depreciation and amortization of $666.3 and $625.4 | 218.3 | 247.7 |
Goodwill | 5,587.2 | 5,525.7 |
Other intangibles, net of accumulated amortization of $2,075.1 and $1,908.9 | 3,815.1 | 3,770.6 |
Other assets | 637.7 | 459 |
Other assets of discontinued operations | 123.6 | 0 |
Total assets | 11,875.6 | 12,635 |
Current liabilities: | ||
Trade accounts payable | 281 | 270.2 |
Short-term debt and current portion of long-term debt | 114.6 | 114.6 |
Other current liabilities | 511.6 | 972.2 |
Current liabilities of discontinued operations | 8.8 | 0 |
Total current liabilities | 916 | 1,357 |
Long-term debt | 5,805.2 | 6,251.3 |
Deferred taxes | 824.3 | 787.6 |
Other liabilities | 190.8 | 232.9 |
Other liabilities of discontinued operations | 0.4 | 0 |
Total liabilities | 7,736.7 | 8,628.8 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2022 and December 31, 2021, 198.4 million and 197.4 million shares issued at June 30, 2022 and December 31, 2021, respectively, and 192.5 million shares and 191.8 million shares outstanding as of June 30, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 2,239.9 | 2,188.9 |
Treasury stock at cost; 5.9 million and 5.6 million shares at June 30, 2022 and December 31, 2021, respectively | (281.2) | (252) |
Retained earnings | 2,361.5 | 2,254.6 |
Accumulated other comprehensive loss | (283.5) | (285.4) |
Total TransUnion stockholders’ equity | 4,038.7 | 3,908.1 |
Noncontrolling interests | 100.2 | 98.1 |
Total stockholders’ equity | 4,138.9 | 4,006.2 |
Total liabilities and stockholders’ equity | $ 11,875.6 | $ 12,635 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ 11.2 | $ 10.7 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 666.3 | 625.4 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 2,075.1 | $ 1,908.9 |
Common Stock, Shares, Issued | 198.4 | 197.4 |
Common Stock, Shares, Outstanding | 192.5 | 191.8 |
Treasury Stock, Shares | 5.9 | 5.6 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 4,138.9 | $ 4,006.2 |
Accumulated other comprehensive loss | $ (283.5) | $ (285.4) |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 948.3 | $ 728.2 | $ 1,869.5 | $ 1,427.1 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization below) | 308.1 | 234.7 | 606.2 | 461.5 |
Selling, general and administrative | 327.1 | 199.8 | 686.5 | 418.9 |
Depreciation and amortization | 130.6 | 93.2 | 259.4 | 182.7 |
Total operating expenses | 765.8 | 527.7 | 1,552.1 | 1,063 |
Operating income | 182.5 | 200.4 | 317.4 | 364 |
Non-operating income and (expense) | ||||
Interest expense | (51.9) | (25.6) | (102.1) | (51.4) |
Interest income | 1.2 | 0.9 | 1.9 | 1.5 |
Earnings from equity method investments | 3.1 | 2.7 | 6.1 | 5.7 |
Other income and (expense), net | (6.4) | 2.2 | (18.2) | 1.8 |
Total non-operating income and (expense) | (54) | (19.7) | (112.2) | (42.3) |
Income from continuing operations before income taxes | 128.5 | 180.7 | 205.2 | 321.8 |
Provision for income taxes | (29.2) | (58.6) | (53.5) | (82.3) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 99.3 | 122.1 | 151.7 | 239.4 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (0.3) | (10.8) | 0 | (24.1) |
Net income | 99.6 | 132.9 | 151.6 | 263.5 |
Less: net income attributable to the noncontrolling interests | (4.1) | (5.2) | (7.7) | (8) |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 95.3 | 116.8 | 143.9 | 231.4 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0.3 | 10.8 | 0 | 24.1 |
Net income | $ 95.6 | $ 127.6 | $ 143.9 | $ 255.6 |
Earnings Per Share, Basic [Abstract] | ||||
Income (Loss) from Continuing Operations, Per Basic Share | $ 0.49 | $ 0.61 | $ 0.75 | $ 1.21 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 0.06 | 0 | 0.13 |
Earnings Per Share, Basic | 0.50 | 0.67 | 0.75 | 1.34 |
Earnings Per Share, Diluted [Abstract] | ||||
Income (Loss) from Continuing Operations, Per Diluted Share | 0.49 | 0.61 | 0.75 | 1.20 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 0.06 | 0 | 0.13 |
Earnings Per Share, Diluted | $ 0.49 | $ 0.66 | $ 0.75 | $ 1.33 |
Earnings Per Share, Diluted [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic | 192.5 | 191.4 | 192.3 | 191.2 |
Weighted Average Number of Shares Outstanding, Diluted | 193.1 | 192.8 | 193.1 | 192.8 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net income | $ 99.6 | $ 132.9 | $ 151.6 | $ 263.5 |
Foreign currency translation: | ||||
Foreign currency translation adjustment | (135.7) | 15.2 | (142.3) | 4.3 |
Benefit for income taxes | (0.6) | (0.3) | (0.6) | 0 |
Foreign currency translation, net | (136.3) | 14.9 | (142.9) | 4.3 |
Hedge instruments: | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | 47.8 | 4.8 | 190.9 | 33.1 |
Expense for income taxes | (11.9) | (1.2) | (47.7) | (8.2) |
Hedge instruments, net | 35.9 | 3.6 | 143.2 | 24.9 |
Available-for-sale securities: | ||||
Net unrealized (loss) gain | 0.1 | 0.1 | 0.1 | 0.1 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Available-for-sale securities, net | 0.1 | 0.1 | 0.1 | 0.1 |
Total other comprehensive income (loss), net of tax | (100.3) | 18.6 | 0.4 | 29.3 |
Comprehensive income (loss) | (0.7) | 151.5 | 152 | 292.8 |
Less: comprehensive income attributable to noncontrolling interests | (2.5) | (5.4) | (6.2) | (7.1) |
Comprehensive income (loss) attributable to TransUnion | $ (3.2) | $ 146.1 | 145.8 | 285.7 |
Interest Rate Swap | ||||
Hedge instruments: | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | $ 190.9 | $ 33.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 151.6 | $ 263.5 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | (24.1) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 151.7 | 239.4 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 259.4 | 182.7 |
Gain (Loss) on Extinguishment of Debt | 6.5 | 0.5 |
Deferred taxes | (32.6) | 21.8 |
Stock-based compensation | 42.3 | 32.7 |
Provision for losses on trade accounts receivable | 2.3 | (1) |
Other | 11.2 | 3.3 |
Changes in assets and liabilities: | ||
Trade accounts receivable | (61) | (55.8) |
Other current and long-term assets | (40.2) | (33.5) |
Trade accounts payable | 6.4 | 11 |
Other current and long-term liabilities | (461.4) | (53.4) |
Cash (used in) provided by operating activities of continuing operations | (115.4) | 347.7 |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 0.2 | 32.8 |
Cash (used in) provided by operating activities of continuing operations | (115.2) | 380.5 |
Cash flows from investing activities: | ||
Capital expenditures | (121.3) | (93.2) |
Proceeds from sale/maturities of other investments | 42.5 | 4.1 |
Purchases of other investments | (76.3) | (21.1) |
Payments to Acquire Interest in Subsidiaries and Affiliates | (504) | 0 |
Investments in Nonconsolidated Affiliates and Purchase of Convertible Notes | (14.8) | (31.4) |
Other | (2.3) | (0.6) |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (676.2) | (142.2) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (0.7) | (3.9) |
Cash used in investing activities of continuing operations | (676.9) | (146.1) |
Cash flows from financing activities: | ||
Repayments of debt | (457.3) | (113.3) |
Proceeds from issuance of common stock and exercise of stock options | 8.9 | 11.1 |
Dividends to shareholders | (37.2) | (33.3) |
Employee taxes paid on restricted stock units recorded as treasury stock | (29.2) | (34) |
Payment for Contingent Consideration Liability, Financing Activities | (2.8) | (32.4) |
Payments to Noncontrolling Interests | (4.2) | (0.6) |
Cash used in financing activities of continuing operations | (521.8) | (202.5) |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 0 | 0 |
Cash used in financing activities of continuing operations | (521.8) | (202.5) |
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | (6.7) | 1.1 |
Net change in cash and cash equivalents | (1,320.6) | 33 |
Cash and cash equivalents, beginning of period | 1,842.4 | 492.7 |
Cash and cash equivalents, end of period | $ 521.8 | $ 525.7 |
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, 2020 | 190.5 | |||||||
Balance at Dec. 31, 2020 | $ 2 | $ 2,088.1 | $ (215.2) | $ 937.4 | $ (272.1) | $ 95.9 | $ 2,636.1 | |
Net income | 127.9 | |||||||
Net income | 2.7 | |||||||
Net income | 130.6 | |||||||
Other comprehensive income | 11.7 | (1) | 10.7 | |||||
Stock-based compensation | 17 | 17 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 10.7 | 10.7 | |||||
Exercise of stock options | 0.1 | |||||||
Exercise of stock options | $ 0 | 1 | 1 | |||||
Vesting of restricted stock units | 0.9 | |||||||
Vesting of restricted stock units | $ 0 | 0 | ||||||
Treasury stock purchased | (0.3) | |||||||
Treasury stock purchased | (28.5) | (28.5) | ||||||
Dividends to shareholders | (14.5) | (14.5) | ||||||
Balance (in shares) at Mar. 31, 2021 | 191.3 | |||||||
Balance at Mar. 31, 2021 | $ 2 | 2,116.8 | (243.8) | 1,050.8 | (260.3) | 97.6 | 2,763.1 | |
Balance (in shares) at Dec. 31, 2020 | 190.5 | |||||||
Balance at Dec. 31, 2020 | $ 2 | 2,088.1 | (215.2) | 937.4 | (272.1) | 95.9 | 2,636.1 | |
Net income | $ 255.6 | |||||||
Net income | 263.5 | |||||||
Other comprehensive income | 29.3 | |||||||
Balance (in shares) at Jun. 30, 2021 | 191.5 | |||||||
Balance at Jun. 30, 2021 | $ 2 | 2,133.7 | (249.2) | 1,160.1 | (241.9) | 102.9 | 2,907.6 | |
Balance (in shares) at Mar. 31, 2021 | 191.3 | |||||||
Balance at Mar. 31, 2021 | $ 2 | 2,116.8 | (243.8) | 1,050.8 | (260.3) | 97.6 | 2,763.1 | |
Net income | 127.6 | 127.6 | ||||||
Net income | 5.2 | |||||||
Net income | 132.9 | 132.9 | ||||||
Other comprehensive income | 18.6 | 18.5 | 0.1 | 18.6 | ||||
Distributions to noncontrolling interests | (0.6) | (0.6) | ||||||
Stock-based compensation | 15.9 | 15.9 | ||||||
Exercise of stock options | 0.2 | |||||||
Exercise of stock options | $ 0 | 1 | 1 | |||||
Vesting of restricted stock units | 0.1 | |||||||
Treasury stock purchased | (0.1) | |||||||
Treasury stock purchased | (5.4) | (5.4) | ||||||
Dividends to shareholders | (18.4) | (18.4) | ||||||
Stockholders' Equity, Other | 0 | 0.5 | 0.5 | |||||
Balance (in shares) at Jun. 30, 2021 | 191.5 | |||||||
Balance at Jun. 30, 2021 | $ 2 | 2,133.7 | (249.2) | 1,160.1 | (241.9) | 102.9 | 2,907.6 | |
Balance (in shares) at Dec. 31, 2021 | 191.8 | |||||||
Balance at Dec. 31, 2021 | 4,006.2 | $ 2 | 2,188.9 | (252) | 2,254.6 | (285.4) | 98.1 | 4,006.2 |
Net income | 48.3 | |||||||
Net income | 3.7 | |||||||
Net income | 52 | |||||||
Other comprehensive income | 100.7 | (0.1) | 100.6 | |||||
Stock-based compensation | 20.1 | 20.1 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 10 | 10 | |||||
Exercise of stock options | 0 | |||||||
Exercise of stock options | $ 0 | 0.2 | 0.2 | |||||
Vesting of restricted stock units | 0.8 | |||||||
Vesting of restricted stock units | $ 0 | 0 | ||||||
Treasury stock purchased | (0.3) | |||||||
Treasury stock purchased | (28.7) | (28.7) | ||||||
Dividends to shareholders | (18.4) | (18.4) | ||||||
Balance (in shares) at Mar. 31, 2022 | 192.4 | |||||||
Balance at Mar. 31, 2022 | $ 2 | 2,219.2 | (280.8) | 2,284.5 | (184.7) | 101.7 | 4,141.9 | |
Balance (in shares) at Dec. 31, 2021 | 191.8 | |||||||
Balance at Dec. 31, 2021 | 4,006.2 | $ 2 | 2,188.9 | (252) | 2,254.6 | (285.4) | 98.1 | 4,006.2 |
Net income | 143.9 | |||||||
Net income | 151.6 | |||||||
Other comprehensive income | 0.4 | |||||||
Balance (in shares) at Jun. 30, 2022 | 192.5 | |||||||
Balance at Jun. 30, 2022 | 4,138.9 | $ 2 | 2,239.9 | (281.2) | 2,361.5 | (283.5) | 100.2 | 4,138.9 |
Balance (in shares) at Mar. 31, 2022 | 192.4 | |||||||
Balance at Mar. 31, 2022 | $ 2 | 2,219.2 | (280.8) | 2,284.5 | (184.7) | 101.7 | 4,141.9 | |
Net income | 95.6 | 95.6 | ||||||
Net income | 4.1 | |||||||
Net income | 99.6 | 99.6 | ||||||
Other comprehensive income | (100.3) | (98.8) | (1.5) | (100.3) | ||||
Distributions to noncontrolling interests | (4.1) | (4.1) | ||||||
Stock-based compensation | 20.5 | 20.5 | ||||||
Exercise of stock options | 0.1 | |||||||
Exercise of stock options | $ 0 | 0.2 | 0.2 | |||||
Vesting of restricted stock units | 0 | |||||||
Vesting of restricted stock units | $ 0 | 0 | ||||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.4) | (0.4) | ||||||
Dividends to shareholders | (18.6) | (18.6) | ||||||
Balance (in shares) at Jun. 30, 2022 | 192.5 | |||||||
Balance at Jun. 30, 2022 | $ 4,138.9 | $ 2 | $ 2,239.9 | $ (281.2) | $ 2,361.5 | $ (283.5) | $ 100.2 | $ 4,138.9 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting and Reporting Policies | Significant Accounting and Reporting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. 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, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 22, 2022. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc. Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts. Impact of COVID-19 on Our Financial Statements Given ongoing uncertainty and the unpredictable nature of the COVID-19 pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business in the future, including our consolidated financial statements. Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. The following is a rollforward of the allowance for doubtful accounts for the periods presented: Six Months Ended June 30, 2022 2021 Beginning Balance $ 10.7 $ 17.1 Provision for losses on trade accounts receivable 2.3 (1.0) Write-offs, net of recovered accounts (1.8) (2.8) Ending balance $ 11.2 $ 13.3 Long-Lived Assets and Goodwill We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. 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 increase in other intangibles, net of accumulated amortization, as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary fair value estimate of intangible assets from our recent acquisition as discussed in Note 2, “Acquisitions”, and $97.7 million of expenditures for the development of internal use software, partially offset by $205.4 million of amortization expense and a decrease due to the cumulative translation adjustment of our foreign entities long-lived assets resulting from changes to foreign exchange rates between periods. The increase in goodwill as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary estimate of goodwill from our recent acquisition and measurement period adjustments for our 2021 acquisitions as discussed in Note 2, “Acquisitions,” partially offset by a decrease due to the cumulative translation adjustments of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to the translation adjustments are included in accumulated other comprehensive loss on our balance sheet. Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion. Recent Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements that have an impact on TransUnion. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions The following transactions were accounted for as business combinations under the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination generally be recognized at their fair values as of the acquisition date. The determination of fair value requires management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets has been recorded as goodwill. The results of operations of these acquisitions are included in our consolidated financial statements from the respective dates of acquisition. 2022 Acquisitions Verisk Financial Services On April 8, 2022, we completed our acquisition of Verisk Financial Services (“VF”), the financial services business unit of Verisk Analytics, Inc., pursuant to a Stock Purchase Agreement dated as of February 21, 2022 (the “VF Agreement”), by and between Trans Union LLC and Verisk Analytics, Inc. We acquired 100% of the outstanding equity interest of the entities that comprise VF for $508.0 million, which was funded by cash on hand and is subject to certain customary purchase price adjustments as set forth in the VF Agreement. We are retaining the leading core businesses of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), and intend to divest the remaining non-core businesses. Argus is relied upon by leading financial institutions, payments providers, and retailers worldwide for competitive studies, predictive analytics, models, and advisory services to provide a clear perspective on where their business stands today and to best position them for success in the future. We leverage the data provider consortia and proprietary and differentiated benchmarking datasets of these entities to provide more enhanced and holistic solution capabilities to our customers to make better and faster decisions that will help them increase financial inclusion, acquire new accounts, and improve fraud prevention, risk management, and other solutions. We engaged in business activities with VF prior to the acquisition that were not material. The results of operations of Argus subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included in the U.S. Markets segment. The pro forma effects of this acquisition are not significant to the Company's reported financial results for any period presented. Accordingly, no pro forma financial statements have been presented herein. We have classified the net assets acquired of the non-core businesses as held-for-sale as of the date of acquisition and the results of operations of those businesses are presented as discontinued operations from the date of acquisition. Acquisition Costs We recognized transaction costs related to the acquisition of $7.7 million and $11.7 million for the three and six months ended June 30, 2022, respectively, which we have recorded within other income and expense. Purchase Price Allocation The purchase price for this acquisition is preliminary, pending final customary purchase price adjustments. The valuation of the assets acquired and liabilities assumed has not yet been finalized as of June 30, 2022. The purchase price allocation is preliminary and subject to change, including the allocation of value to the net assets held for sale, the valuation of intangible assets, income taxes and goodwill, among other items, and will be finalized as the information necessary to complete the analyses is obtained. We expect to complete this analysis within one year from the acquisition date. The fair values assigned to assets acquired and liabilities assumed as of June 30, 2022, are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of the valuation analysis. Further, we have not yet allocated goodwill to reporting units. The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed as of April 8, 2022, the date of acquisition. April 8, 2022 (in millions) VF Purchase price: $ 508.0 Assets acquired: Cash and cash equivalents $ 4.0 Trade accounts receivable 27.3 Other current assets 2.6 Current assets of discontinued operations 15.5 Total current assets $ 49.4 Property, plant and equipment 2.1 Goodwill 1 149.2 Other intangibles 220.0 Other assets 34.9 Other assets of discontinued operations 127.7 Total assets acquired $ 583.3 Liabilities assumed: Trade accounts payable $ 3.0 Other current liabilities 14.8 Current liabilities of discontinued operations 7.3 Total current liabilities $ 25.1 Deferred taxes 44.7 Other liabilities 4.5 Other liabilities of discontinued operations 1.0 Total liabilities assumed $ 75.3 Net assets acquired $ 508.0 (1) For tax purposes, we estimate t hat $46.8 million of the goodwill, which originated from previous acquisitions of VF, is tax deductible. 2021 Acquisitions Neustar On December 1, 2021, we completed the acquisition of Neustar, Inc. (“Neustar”). We acquired 100% of the equity interests of Neustar for $3,099.7 million in cash, including final purchase price adjustments. as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Incremental Term B-6 Loan, which closed concurrently with the closing of the transaction. See Note 10, “Debt,” for additional information about our Incremental Term B-6 Loan. There was no contingent consideration resulting from this transaction. Neustar, a premier identity resolution company with leading solutions in Marketing, Risk and Communications, enables customers to build connected consumer experiences by combining decision analytics with real-time identity resolution services driven by its OneID platform. The acquisition of Neustar provides immediate scale to our identity resolution services through Neustar’s large, well-established customer base, accelerates the future growth of our identity-based solutions and expands our powerful digital identity capabilities through the addition of distinctive data and analytics, enabling consumers and businesses to transact online with greater confidence. We engaged in business activities with Neustar prior to the acquisition that were not material. The results of operations of Neustar subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included in the U.S. Markets segment. Sontiq On December 1, 2021, we completed the acquisition of Sontiq, Inc. (“Sontiq”). We acquired 100% of the equity interests of Sontiq for $642.6 million in cash, including final purchase price adjustments as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Second Lien Term Loan, which closed concurrently with the closing of the transaction. The Second Lien Term Loan was repaid in full prior to December 31, 2021. Sontiq provides solutions including identity monitoring, restoration, and response products and services to help empower consumers and businesses to proactively protect against identity theft and cyber threats. The acquisition of Sontiq provides access to an attractive new base of customers and consumers through a highly recurring subscription-based revenue model and also complements and expands our Consumer Interactive solutions portfolio by providing valuable identity protection services for consumers. Sontiq’s identity security monitoring products incorporate our credit data, are highly complementary to our capabilities and are expected to significantly increase our opportunities for growth. The results of operations of Sontiq subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included within the Consumer Interactive segment. Purchase Price Allocations The purchase price for each acquisition has now been finalized. The valuations of the assets acquired and liabilities assumed have not yet been finalized as of June 30, 2022. The purchase price allocations are preliminary and subject to change, including the valuation of intangible assets, income taxes and goodwill, among other items. The purchase price allocations for each of the acquisitions will be finalized as the information necessary to complete the analyses is obtained. We expect to complete each analysis within one year from the acquisition date. The fair values assigned to assets acquired and liabilities assumed as of June 30, 2022 are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of the valuation analysis. Further, we have not yet allocated goodwill to reporting units. The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed, inclusive of measurement period adjustments: December 1, 2021 (in millions) Neustar Sontiq Total Purchase price 1 : $ 3,099.7 $ 642.6 $ 3,742.3 Assets acquired: Cash and cash equivalents $ 122.7 $ 17.8 $ 140.4 Trade accounts receivable 118.7 10.3 129.0 Other current assets 24.4 1.5 25.9 Total current assets $ 265.8 $ 29.6 $ 295.3 Property, plant and equipment 42.1 5.2 47.3 Goodwill 1,2 1,886.6 445.9 2,332.5 Other intangibles 1,510.0 237.2 1,747.2 Other assets 88.8 2.6 91.3 Total assets acquired $ 3,793.3 $ 720.4 $ 4,513.6 Liabilities assumed: Accounts payable $ 29.1 $ 7.6 $ 36.7 Other current liabilities 209.4 23.9 233.4 Total current liabilities $ 238.5 $ 31.5 $ 270.0 Deferred taxes 1 353.3 43.8 397.2 Other liabilities 101.7 2.4 104.1 Total liabilities assumed $ 693.6 $ 77.8 $ 771.4 Net assets acquired $ 3,099.7 $ 642.6 $ 3,742.3 (1) During the six months ended June 30, 2022, we reduced the purchase price for Neustar by $6.9 million to reflect the final purchase price adjustments. The impact of these adjustments resulted in a decrease to goodwill of $13.7 million, a decrease in deferred tax liabilities of $11.8 million and other insignificant changes. (2) For tax purposes, we estimate that $326.6 million of the goodwill, which originated from previous acquisitions of Neustar and Sontiq, is tax deductible. Identifiable Intangible Assets and Goodwill Identifiable Intangible Assets The following table sets forth the components of identifiable intangible assets acquired, inclusive of measurement period adjustments, and the weighted average amortization period as of the acquisition date: April 8, 2022 December 1, 2021 Argus Neustar Sontiq (dollars in millions) Fair Value Weighted-Average Amortization Period Fair Value Weighted-Average Amortization Period Fair Value Weighted-Average Amortization Period Customer related assets $ 189.0 18 years $ 1,180.0 18 years $ 183.3 17 years Technology and software 22.0 7 years 320.0 10 years 49.7 10 years Trade names and trademarks 2.0 1 year 10.0 1 year 1.5 1 year Non-compete agreements — — — 2.7 2 years Total identifiable intangible assets $ 213.0 17 years $ 1,510.0 16 years $ 237.2 15 years In determining the fair value of the identifiable intangible assets, we utilized various forms of the income approach, depending on the asset being valued. The estimation of fair value requires significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Other inputs included historical data, current and anticipated market conditions, and growth rates. The intangible assets were valued using the following valuation approaches: Customer related assets We valued customer related assets using the multi-period excess-earnings method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include customer attrition rates, EBITDA margins, and discount rates. Technology and software We valued the developed technology using the relief-from-royalty method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include the royalty rate, economic depreciation factors, and discount rates. Other identifiable intangible assets Other identifiable intangible assets include trade names and trademarks and non-compete agreements for key employees, which are not material. Trade names and trademarks were valued using the relief-from-royalty method, and non-compete agreements were valued using the lost income method. Goodwill We recorded the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. The purchase price of each acquisition exceeded the fair value estimate of the net assets acquired primarily due to expected future revenue growth opportunities, synergies, operating efficiencies and the assembled workforce. The acquisition of Argus provides proprietary competitive portfolio performance insights sourced from a consortium of financial institutions that, when combined with TransUnion’s authoritative datasets, is expected to allow us to better serve consortium members by providing enhanced insights and solutions. The acquisition of Neustar is expected to accelerate growth through both material revenue synergies and increased participation in the fast-growing digital marketing and identity verification marketplaces. The acquisition of Sontiq is expected to result in a more comprehensive set of offerings which are expected to significantly increase growth opportunities for the Company. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Non-core businesses from the VF acquisition As discussed in Note 2, “Business Acquisitions,” on April 8, 2022, we completed the acquisition of VF, including several businesses that we intend to divest within a year of the date of acquisition. We have classified the net assets of these businesses as held for sale and the results of operations as discontinued operations, net of tax, in the consolidated statements of income. Healthcare business On December 17, 2021, we completed the sale of our Healthcare business for total consideration of $1,706.4 million in cash, including a $0.5 million true-up to our estimate of net working capital recorded in three and six months ended June 30, 2022. The after-tax net proceeds were approximately $1.4 billion. The terms and conditions of the transaction are set forth in the Stock Purchase Agreement dated as of October 26, 2021, by and between Trans Union LLC and nThrive, Inc. (“nThrive”). We also entered into a transition services agreement (“TSA”) that requires Trans Union LLC to provide certain administrative and operational services to nThrive on a transitional basis for generally up to 24 months. This agreement is not material and does not confer upon us the ability to influence the operating or financial policies of nThrive subsequent to the closing date. Income generated from the services provided under the TSA has been recorded in other income and (expense), net in the consolidated statements of income. As the transaction closed on December 17, 2021, there are no assets or liabilities of the Healthcare business on our consolidated balance sheet as of June 30, 2022 and December 31, 2021. The results of operations of our Healthcare business are included as discontinued operations, net of tax, in the our consolidated statements of income. Income from discontinued operations The income from discontinued operations, net of tax reflected in the table below for the three and six months ended June 30, 2022 are related to the non-core businesses from the VF acquisition as well as an incremental gain on sale of discontinued operations, net of tax, resulting from the final net working capital adjustment related to our Healthcare business. The results reflected for three and six months ended June 30, 2021 are exclusively attributed to the Healthcare business that we disposed of in December of 2021: Three Months Ended June 30, Six Months Ended (in millions) 2022 2021 2022 2021 Revenue $ 10.9 $ 46.0 $ 10.9 $ 92.4 Operating expenses Cost of services (exclusive of depreciation and amortization below) 4.4 15.6 4.7 32.0 Selling, general and administrative 4.7 8.2 4.6 16.3 Depreciation and amortization — 5.2 — 10.0 Total operating expenses $ 9.1 $ 29.0 $ 9.3 $ 58.3 Operating income of discontinued operations 1.8 17.0 1.6 34.1 Non-operating income and (expense) (1.9) (2.4) (2.2) (2.4) (Loss) income before income taxes from discontinued operations $ (0.1) $ 14.7 $ (0.6) $ 31.8 (Provision) benefit for income taxes (0.1) (3.9) — (7.7) Gain on sale of discontinued operations, net of tax 0.5 — 0.5 — Income from discontinued operations, net of tax $ 0.3 $ 10.8 $ — $ 24.1 |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of June 30, 2022: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 6 and 10) $ 168.8 $ — $ 168.8 $ — Available-for-sale marketable securities (Note 5) 3.1 — 3.1 — Total $ 171.9 $ — $ 171.9 $ — Liabilities Interest rate swaps (Notes 9 and 10) $ 0.3 $ — $ 0.3 $ — Put option on Cost Method Investment (Note 9) 10.0 — — 10.0 Total $ 10.3 $ — $ 0.3 $ 10.0 The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2021: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 6 and 10) $ 12.1 $ — $ 12.1 $ — Available-for-sale marketable securities (Note 5) 3.1 — 3.1 — Total $ 15.2 $ — $ 15.2 $ — Liabilities Interest rate swaps (Notes 9 and 10) $ 34.5 $ — $ 34.5 $ — Put option on Cost Method Investment (Note 9) 11.9 — — 11.9 Contingent consideration (Note 8) 16.8 — — 16.8 Total $ 63.2 $ — $ 34.5 $ 28.7 Level 2 instruments consist of interest rate swaps and available-for-sale foreign exchange-traded corporate bonds. The interest rate swaps fair values are determined using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the swaps. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As discussed in Note 10, “Debt,” there are two tranches of interest rate swaps that we entered into in 2020. As of June 30, 2022, one of those tranches is in an asset position, and the other is in a liability position. Foreign exchange-traded corporate bonds are available-for-sale marketable securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale marketable securities, which are not material, are included in other comprehensive income. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current AssetsOther current assets consisted of the following: (in millions) June 30, 2022 December 31, 2021 Prepaid expenses $ 167.7 $ 136.2 Contract assets (Note 12) 6.1 5.2 Marketable securities (Note 4) 3.1 3.1 Other 131.7 87.1 Total other current assets $ 308.6 $ 231.6 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: (in millions) June 30, 2022 December 31, 2021 Investments in affiliated companies (Note 7) $ 264.4 $ 240.5 Right-of-use lease assets 141.2 145.1 Interest rate swaps (Notes 4, 9 and 10) 168.8 12.1 Other 63.3 61.3 Total other assets $ 637.7 $ 459.0 The increase in the interest rate swaps asset was due primarily to changes in the forward LIBOR curve during the period. |
Investments in Affiliated Compa
Investments in Affiliated Companies | 6 Months Ended |
Jun. 30, 2022 | |
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. We use the equity method to account for investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest. We account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our “Cost Method Investments”, at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense. We have elected to account for our investment in a limited partnership, which is not material, using the net asset value fair value practical expedient. Gains and losses on this investment, which are not material, are included in other income and expense in the consolidated statements of income. Investments in affiliated companies consisted of the following: (in millions) June 30, 2022 December 31, 2021 Equity Method investments $ 42.5 $ 46.1 Cost Method investments 219.4 192.6 Limited Partnership investment 2.5 1.8 Total investments in affiliated companies (Note 6) $ 264.4 $ 240.5 These balances are included in other assets in the consolidated balance sheets. The increase in Cost Method Investment at June 30, 2022 compared with December 31, 2021 was due primarily to a Cost Method Investment acquired as part of our VF acquisition. There are call and put options associated with one of our Cost Method Investments that are exercisable in 2024 and 2025, subject to certain restrictions. The carrying value of the call option is included in other assets on our balance sheet. The fair value of the put option is included in other liabilities on our balance sheet, and is adjusted to fair value at each reporting date. See Note 4, “Fair Value,” and Note 9, “Other Liabilities,” for additional information about the contingent consideration and put option. Earnings from equity method investments, which are incl uded in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Six Months Ended (in millions) 2022 2021 2022 2021 Earnings from equity method investments (Note 15) $ 3.1 $ 2.7 $ 6.1 $ 5.7 Dividends received from equity method investments $ 10.1 $ 7.4 $ 10.6 $ 8.0 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: (in millions) June 30, 2022 December 31, 2021 Accrued payroll and employee benefits $ 154.3 $ 279.9 Deferred revenue (Note 12) 128.3 133.6 Accrued legal and regulatory (Note 16) 113.0 85.6 Operating lease liabilities 36.0 38.4 Income taxes payable 15.6 351.1 Contingent consideration (Note 4) — 16.8 Other 64.4 66.8 Total other current liabilities $ 511.6 $ 972.2 The decrease in accrued payroll was due primarily to the payment of accrued bonuses during the first quarter of 2022 that were earned in 2021. The increase in accrued legal and regulatory was due primarily to an increase of our estimated liabilities for certain legal and regulatory expenses. The decrease in income taxes payable was primarily due to the taxes due on the gain on the sale of our Healthcare business that were paid in the second quarter of 2022. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure | Other Liabilities Other liabilities consisted of the following: (in millions) June 30, 2022 December 31, 2021 Operating lease liabilities $ 115.4 $ 119.1 Unrecognized tax benefits, net of indirect tax effects (Note 14) 42.1 40.7 Put option on Cost Method Investment (Note 4) 10.0 11.9 Deferred revenue (Note 12) 6.8 6.5 Interest rate swaps (Notes 4, 6 and 10) 0.3 34.5 Other 16.2 20.2 Total other liabilities $ 190.8 $ 232.9 The decrease in the interest rate swaps liability was due primarily to changes in the forward LIBOR curve during the period. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Debt Debt outstanding consisted of the following: (in millions) June 30, 2022 December 31, 2021 Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.92% at June 30, 2022, and 2.75% at December 31, 2021), net of original issue discount and deferred financing fees of $6.2 million and $35.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $7.7 million and $43.1 million, respectively, at December 31, 2021 $ 2,643.3 $ 3,049.2 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.42% at June 30, 2022, and 1.85% at December 31, 2021), net of original issue discount and deferred financing fees of $2.9 million and $7.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $3.2 million and $7.7 million, respectively, at December 31, 2021 2,215.2 2,227.1 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.17% at June 30, 2022, and 1.35% at December 31, 2021), net of original issue discount and deferred financing fees of $1.6 million and $1.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $1.9 million and $1.2 million, respectively, at December 31, 2021 1,061.2 1,089.4 Senior Secured Revolving Credit Facility — — Finance leases 0.1 0.2 Total debt 5,919.8 6,365.9 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,805.2 $ 6,251.3 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-6, Senior Secured Term Loan B-5, Senior Secured Term Loan A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility. On December 1, 2021, we entered into an agreement to amend certain provisions of the Senior Secured Credit Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the incremental loan on the Senior Secured Credit Facility were used to fund the acquisition of Neustar. During the six months ended June 30, 2022, we pre paid $400.0 million of our Senior Secured Term Loan B-6, funded from our cash on hand. As a result of this prepayment, we expensed $6.5 million of our unamortized original issue discount and deferred financing fees to other income and expense in the consolidated statement of income. As of June 30, 2022, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available. TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus any amounts of secured indebtedness previously issued under this provision, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of June 30, 2022, we were in compliance with all debt covenants. Interest Rate Hedging On December 23, 2021, we entered into new interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,592.0 million that amortizes each quarter. The agreement requires TransUnion to pay fixed rates varying between 1.4280% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. On March 10, 2020, we entered into two tranches of interest rate swap agree ments with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The first swap required 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 swap commenced 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 swap 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 counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The current aggregate notional amount under these agreements is $1,380.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022. The agreements require TransUnion to pay fixed rates currently fixed at 2.702% and 2.706% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. The change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged debt affects earnings. The net change in the fair value of the swaps resulted in unrealized gains of $47.8 million ($35.9 million, net of tax) and $190.9 million ($143.2 million, net of tax) for the three and six months ended June 30, 2022, respectively, recorded in other comprehensive income. The net change in the fair value of the swaps resulted in unrealized gains of $4.8 million ($3.6 million, net of tax) and $33.1 million ($24.9 million, net of tax) for the three and six months ended June 30, 2021, respectively, recorded in other comprehensive income. Interest expense on the swaps in the three and six months ended June 30, 2022 was $8.6 million ($6.5 million, net of tax) and $22.3 million ($16.7 million, net of tax), respectively. Interest expense on the swaps in the three and six months ended June 30, 2021 was $10.4 million ($7.8 million, net of tax) and $20.7 million ($15.5 million, net of tax), respectively. We currently expect to recognize a gain of approximately $50.3 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months. Fair Value of Debt As of June 30, 2022 and December 31, 2021 the fair value of our Senior Secured Term Loan B-6, excluding original issue discounts and deferred fees was approxi mately $2,573.7 million and $3,096.1 million, respectively. As of June 30, 2022 and December 31, 2021 the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,124.8 million and $2,217.0 million, respectively. As of June 30, 2022 and December 31, 2021, the fair value of our Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees, was approximately $1,026.5 million an d $1,076.1 million, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure | Stockholders’ Equity Common Stock Dividends In the first and second quarter of 2022 we paid dividends of $0.095 per share totaling $18.3 million and $18.3 million, respectively. Dividen ds declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted s tock units vest. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board. Treasury Stock On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million. We have no obligation to repurchase additional shares. Any determination to repurchase a dditional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes. For the six months ended June 30, 2022 and 2021, 0.8 million and 1.1 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. For the three months ended June 30, 2022, the outstanding employee restricted stocks units that vested and became taxable to employees were less than 0.1 million. For the three months ended June 30, 2021, 0.1 million outstanding employee restricted stock units vested and became taxable to the employees. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement. During the six months ended June 30, 2022 and 2021, we remitted cash equivalent to the value of the shares employees used to satisfy their withholding obligations of $29.2 million and $34.0 million, respectively. During the three months ended June 30, 2022 and 2021, we remitted cash equivalent to the value of the shares employees used to satisfy their withholding obligations of $0.4 million and $5.4 million, respectively. Preferred Stock |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue [Abstract] | |
Revenue | Revenue All of our revenue is derived from contracts with customers and is reported as revenue in the consolidated statements of income generally as, or at the point in time, the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations: those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services. Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled , which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and adjust any estimates as facts and circumstances evolve. 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 other current assets and are not material as of June 30, 2022 and December 31, 2021. As our contracts with customers generally have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31, 2021, current deferred revenue balance as revenue during 2022. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years. We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. There is one material fixed fee contract with a duration of more than one year, and for this contract, we expect to recognize revenue of approximately $117.0 million over the next two years and $107.2 million thereafter. For additional disclosures about the disaggregation of our revenue see Note 15, “Reportable Segments.” |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans. As of June 30, 2022, there were 0.3 million anti-dilutive weighted stock-based awards outstanding, compared to 0.1 million as of June 30, 2021. As of June 30, 2022, there were 0.2 million contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, because the contingencies had not been met, compared to 0.1 million as of June 30, 2021. Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Six Months Ended June 30, (in millions, except per share data) 2022 2021 2022 2021 Income from continuing operations $ 99.3 $ 122.1 $ 151.7 $ 239.4 Less: income from continuing operations attributable to noncontrolling interests (4.1) (5.2) (7.7) (8.0) Income from continuing operations attributable to TransUnion $ 95.3 $ 116.8 $ 143.9 $ 231.4 Discontinued operations, net of tax 0.3 10.8 — 24.1 Net income attributable to TransUnion $ 95.6 $ 127.6 $ 143.9 $ 255.6 Basic Earnings Per Share: Income from continuing operations attributable to TransUnion $ 0.49 $ 0.61 $ 0.75 $ 1.21 Discontinued operations, net of tax — 0.06 — 0.13 Net Income attributable to TransUnion $ 0.50 $ 0.67 $ 0.75 $ 1.34 Diluted Earnings Per Share: Income from continuing operations attributable to TransUnion $ 0.49 $ 0.61 $ 0.75 $ 1.20 Discontinued operations, net of tax — 0.06 — 0.13 Net Income attributable to TransUnion $ 0.49 $ 0.66 $ 0.75 $ 1.33 Weighted-average shares outstanding: Basic 192.5 191.4 192.3 191.2 Dilutive impact of stock based awards 0.6 1.4 0.9 1.6 Diluted 193.1 192.8 193.1 192.8 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2022, we reported an effective tax rate of 22.7%, which was higher than the 21.0% U.S. federal statutory rate due primarily to nondeductible expenses in connection with acquisition costs and executive compensation limitations, state taxes and other rate-impacting items, partially offset by benefits from the research and development credit, excess tax benefits on stock-based compensation and foreign rate differential. For the six months ended June 30, 2022, we reported an effective tax rate of 26.1%, which was higher than the 21.0% U.S. federal statutory rate due primarily to nondeductible expenses in connection with certain legal and regulatory matters, acquisition costs and executive compensation limitations and state taxes and other rate-impacting items, partially offset by excess tax benefits on stock-based compensation and benefits from the research and development credit. For the three months ended June 30, 2021, we reported an effective tax rate of 32.4%, which was higher than the 21.0% U.S. federal statutory rate due primarily to recording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter of 2021, partially offset by discrete tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2019 tax year and excess tax benefits on stock-based compensation. For the six months ended June 30, 2021, we reported an effective tax rate of 25.6%, which was higher than the 21.0% U.S. federal statutory rate due primarily to recording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter 2021, partially offset by discrete tax benefit related to electing the GILTI high-tax exclusion retroactively for the 2018 and 2019 tax years and excess tax benefits on stock-based compensation. The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $47.6 million as of June 30, 2022, and $45.8 million as of December 31, 2021. The amounts that would affect the effective tax rate if recognized are $30.6 million and $28.3 million, respectively. We classify interest and penalties as income tax expense in the consolidated statements of income and their associated liabilities as other liabilities in the consolidated balance sheets. Interest and penalties on unrecognized tax benefits were $9.0 million as of June 30, 2022, and $7.6 million as of December 31, 2021. We are regularly audited by federal, |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Reportable Segments We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. We define Adjusted EBITDA as net income (loss) attributable to each segment plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses including certain integration-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income). The segment financial information below aligns with how we report information to our CODM to assess operating performance and how we manage the business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note 12, “Revenue.” The following is a more detailed description of our reportable segments and the Corporate unit, which provides support services to each segment: U.S. Markets The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses. These businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and mitigate fraud risk. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals. • Financial Services: The Financial Services vertical, which accounted for 46.8% of our U.S. Markets revenue for the six months ended June 30, 2022, consists of our consumer lending, mortgage, auto and cards and payments lines of business, and our recently acquired Argus business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions. The results of operations of our Argus are included in the Financial Services vertical in our consolidated statements of income since the date of the acquisition. • Emerging Verticals: Emerging Verticals include Insurance, Services and Collections, Tenant and Employment, Technology, Commerce & Communications, Public Sector, Media, and other emerging verticals we serve, as well as our recently acquired Neustar business. 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. The results of operations of Neustar are included in Emerging Verticals in our consolidated statements of income since the date of the acquisition. International The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and solutions services, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances and take precautions against identity theft. We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific. Consumer Interactive The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include paid and free credit reports, scores and freezes, credit monitoring, identity protection and resolution, and financial management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels, including our recently acquired Sontiq business. The results of operations of Sontiq are included in the Consumer Interactive segment in our consolidated statements of income since the date of the acquisition. Corporate Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature. Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Gross Revenue: U.S. Markets: Financial Services $ 301.2 $ 270.7 $ 577.6 $ 533.7 Emerging Verticals 332.2 168.0 655.7 326.7 Total U.S. Markets $ 633.4 $ 438.7 $ 1,233.3 $ 860.4 International: Canada $ 33.1 $ 34.0 $ 63.8 $ 64.4 Latin America 29.5 26.0 56.8 50.1 United Kingdom 49.6 53.4 106.0 103.7 Africa 15.6 15.2 30.4 28.9 India 40.2 27.9 85.3 61.9 Asia Pacific 19.0 16.0 35.9 29.7 Total International $ 187.0 $ 172.5 $ 378.2 $ 338.7 Total Consumer Interactive $ 147.4 $ 136.6 $ 297.0 $ 266.9 Total revenue, gross $ 967.8 $ 747.7 $ 1,908.5 $ 1,466.0 Intersegment revenue eliminations: U.S. Markets $ (17.8) $ (17.6) $ (35.5) $ (35.0) International (1.5) (1.5) (2.9) (2.9) Consumer Interactive (0.3) (0.5) (0.5) (1.0) Total intersegment eliminations $ (19.5) $ (19.6) $ (39.0) $ (39.0) Total revenue as reported $ 948.3 $ 728.2 $ 1,869.5 $ 1,427.1 A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 U.S. Markets Adjusted EBITDA $ 234.4 $ 186.8 $ 451.1 $ 363.5 International Adjusted EBITDA 81.0 72.2 163.0 143.6 Consumer Interactive Adjusted EBITDA 68.0 64.8 137.0 123.3 Total $ 383.5 $ 323.8 $ 751.0 $ 630.4 Adjustments to reconcile to income before income taxes: Corporate expenses (1) $ (33.1) $ (28.5) $ (66.5) $ (57.6) Net interest expense (50.7) (24.7) (100.2) (49.8) Depreciation and amortization (130.6) (93.2) (259.4) (182.7) Stock-based compensation (2) (20.3) (17.1) (40.8) (32.5) Mergers and acquisitions, divestitures and business optimization (3) (14.0) (8.8) (28.6) (10.6) Accelerated technology investment (4) (8.1) (9.8) (20.1) (17.1) Net other (5) (2.2) 33.8 (37.9) 33.7 Net loss (income) attributable to non-controlling interests 4.1 5.2 7.7 8.0 Total adjustments $ (254.9) $ (143.1) $ (545.8) $ (308.6) Income from continuing operations before income taxes $ 128.5 $ 180.7 $ 205.2 $ 321.8 (1) Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nat ure. (2) Consisted of stock-based compensation and cash-settled stock-based compensation. (3) For the three months ended June 30, 2022, consisted of the following adjustments: $(9.0) million of acquisition expenses; $(7.7) million of Neustar integration costs; $1.8 million reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.9 million adjustment to fair value of put options. For the six months ended June 30, 2022, consisted of the following adjustments: $(17.9) million of acquisition expenses; $(16.7) million of Neustar integration costs; a $5.3 million reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.8 million adjustment to fair value of put options. For the three months ended June 30, 2021, consisted of the following adjustments: $(6.7) million of adjustments to contingent consideration expense from previous acquisitions; $(1.1) million of acquisition expenses; and a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity. For the six months ended June 30, 2021, consisted of the following adjustments: $(7.9) million of adjustments to contingent consideration expense from previous acquisitions; $(2.2) million of acquisition expenses; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and a $0.5 million gain on the sale of a cost method investment. (4) Represents expenses associated with our accelerated technology investment to migrate to the cloud. (5) For the three months ended June 30, 2022, consisted of $(2.2) million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2022, consisted of the following adjustments: $(28.4) million for certain legal and regulatory expenses; $(6.5) million of deferred loan fees written off as a result of the prepayments on our debt; and $(3.0) million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other. For the three months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expenses; and $(2.0) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expense; and $(2.1) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other. Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 U.S. Markets $ 0.3 $ 0.7 $ 0.7 $ 1.3 International 2.8 2.0 5.4 4.4 Total $ 3.1 $ 2.7 $ 6.1 $ 5.7 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Contingencies [Abstract] | |
Contingencies Disclosure | Contingencies Legal and Regulatory Matters We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance. In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities. In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because damages have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters. Legal fees incurred in connection with ongoing litigation are considered a period cost and are expensed as incurred. To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims (threatened or pending) against us in the course of litigation and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that has been asserted against us in the course of pending litigation that would not have some level of coverage by insurance after the relevant deductible, if any, is met. As of June 30, 2022 and December 31, 2021, we have accrued $113.0 million and $85.6 million, respectively, for anticipated claims. These amounts were recorded in other accrued liabilities in the consolidated balance sheets and the associated expenses were recorded in selling, general and administrative expenses in the consolidated statements of income. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred. The following discussion describes material developments in previously disclosed material legal and regulatory matters that occurred in the six months ended June 30, 2022. Refer to Part II, Item 8, Footnote 22, “Contingencies” of our Annual Report on Form 10-K for the year ended December 31, 2021, for a full description of our material pending legal and regulatory matters at that time. Ramirez v. Trans Union LLC On January 24, 2022, we reached a tentative class settlement with the plaintiffs, which has been preliminarily approved by the court on July 19, 2022. We expect this matter to be resolved by the end of 2022. Accordingly, in 2021, we revised the amount of the probable loss that we previously estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, and a corresponding net reduction recorded in selling, general and administrative expense for the year end December 31, 2021. CFPB Matters In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the Consumer Financial Protection Bureau (“CFPB”), informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleged that we failed to comply with and timely implement a Consent Order issued by the CFPB in January 2017 (the “Consent Order”), and further alleged additional violations related to Consumer Interactive’s marketing practices. On September 27, 2021, the Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the Consent Order, engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the TransUnion Credit Monitoring product and diverted consumers from their free annual file disclosure into paid subscription products. The CFPB further alleges that Mr. Danaher violated the Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the Consent Order and the law. We continue to believe that our marketing practices are lawful and appropriate and that we have been, and remain, in compliance with the Consent Order, and we will vigorously defend against allegations to the contrary in such proceedin gs. On July 8, 2022, the TU Entities and Mr. Danaher each filed a motion to dismiss the lawsuit. As of June 30, 2022, we have an accrued liability of $56.0 million, compared with $26.5 million as of December 31, 2021, in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter. In March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The NORA letter alleges that Trans Union LLC and TURRS violated the Fair Credit Reporting Act by failing to (i) follow reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to consumers the sources of such information. We believe that our acts and practices are lawful and we intend to vigorously defend against any allegations to the contrary. Should the CFPB commence an action against us, it may seek restitution, disgorgement, civil monetary penalties, injunctive relief or other corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome of any such action. As of June 30, 2022, we have recorded an accrued liability for an immaterial amount in connection with this matter. There is a possibility that a loss in excess of amounts accrued may be incurred; however, the possible loss or range of loss is not estimable at this time. In June 2022, the CFPB informed Trans Union LLC that it intends to issue a NORA letter following an investigation relating to potential violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. As of the date of this disclosure, Trans Union LLC has not received the NORA letter and has not otherwise been informed of the allegations the CFPB may make. We have corrected associated system issues and have processes in place to monitor and address issues going forward. Should the CFPB commence an action against us, it may seek restitution, disgorgement, civil monetary penalties, injunctive relief or other corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome of any such action. As of June 30, 2022, we are not able to reasonably estimate our potential loss or range of loss related to this matter. Argus Department of Justice Matter We are cooperating with an inquiry originating from the civil division of the United States Attorney’s Office for the Eastern District of Virginia related to Argus’s historical use of certain data it collected under certain government contracts. We acquired Argus in connection with our acquisition of VF in April 2022. This matter pertains to alleged conduct that occurred before we acquired Argus. We cannot predict the timing, outcome, or potential impact of this matter, financial or otherwise. Under the stock purchase agreement Trans Union LLC entered into with Verisk Analytics, Inc. (the “Seller”) pursuant to which we acquired VF, including Argus, the Seller agreed to indemnify us for certain losses with respect to this matter, including all losses directly resulting from any settlement agreement in connection with this matter, including civil monetary penalties, remediation costs and fees and expenses. |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. 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, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 22, 2022. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Use of Estimates, Policy | Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts. |
COVID-19 Impact on Financial Statements | Impact of COVID-19 on Our Financial Statements Given ongoing uncertainty and the unpredictable nature of the COVID-19 pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business in the future, including our consolidated financial statements. |
Accounts Receivable | Trade Accounts Receivable We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. Six Months Ended June 30, 2022 2021 Beginning Balance $ 10.7 $ 17.1 Provision for losses on trade accounts receivable 2.3 (1.0) Write-offs, net of recovered accounts (1.8) (2.8) Ending balance $ 11.2 $ 13.3 |
Goodwill and Intangible Assets, Policy | Long-Lived Assets and Goodwill We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. 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 increase in other intangibles, net of accumulated amortization, as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary fair value estimate of intangible assets from our recent acquisition as discussed in Note 2, “Acquisitions”, and $97.7 million of expenditures for the development of internal use software, partially offset by $205.4 million of amortization expense and a decrease due to the cumulative translation adjustment of our foreign entities long-lived assets resulting from changes to foreign exchange rates between periods. The increase in goodwill as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary estimate of goodwill from our recent acquisition and measurement period adjustments for our 2021 acquisitions as discussed in Note 2, “Acquisitions,” partially offset by a decrease due to the cumulative translation adjustments of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to the translation adjustments are included in accumulated other comprehensive loss on our balance sheet. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements There are no recent accounting pronouncements that have been adopted by TransUnion. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements that have an impact on TransUnion. |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies Allowance for Doubtful Accounts (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Allowance for Doubtful Accounts [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following is a rollforward of the allowance for doubtful accounts for the periods presented: Six Months Ended June 30, 2022 2021 Beginning Balance $ 10.7 $ 17.1 Provision for losses on trade accounts receivable 2.3 (1.0) Write-offs, net of recovered accounts (1.8) (2.8) Ending balance $ 11.2 $ 13.3 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed as of April 8, 2022, the date of acquisition. April 8, 2022 (in millions) VF Purchase price: $ 508.0 Assets acquired: Cash and cash equivalents $ 4.0 Trade accounts receivable 27.3 Other current assets 2.6 Current assets of discontinued operations 15.5 Total current assets $ 49.4 Property, plant and equipment 2.1 Goodwill 1 149.2 Other intangibles 220.0 Other assets 34.9 Other assets of discontinued operations 127.7 Total assets acquired $ 583.3 Liabilities assumed: Trade accounts payable $ 3.0 Other current liabilities 14.8 Current liabilities of discontinued operations 7.3 Total current liabilities $ 25.1 Deferred taxes 44.7 Other liabilities 4.5 Other liabilities of discontinued operations 1.0 Total liabilities assumed $ 75.3 Net assets acquired $ 508.0 (1) For tax purposes, we estimate t hat $46.8 million of the goodwill, which originated from previous acquisitions of VF, is tax deductible. The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed, inclusive of measurement period adjustments: December 1, 2021 (in millions) Neustar Sontiq Total Purchase price 1 : $ 3,099.7 $ 642.6 $ 3,742.3 Assets acquired: Cash and cash equivalents $ 122.7 $ 17.8 $ 140.4 Trade accounts receivable 118.7 10.3 129.0 Other current assets 24.4 1.5 25.9 Total current assets $ 265.8 $ 29.6 $ 295.3 Property, plant and equipment 42.1 5.2 47.3 Goodwill 1,2 1,886.6 445.9 2,332.5 Other intangibles 1,510.0 237.2 1,747.2 Other assets 88.8 2.6 91.3 Total assets acquired $ 3,793.3 $ 720.4 $ 4,513.6 Liabilities assumed: Accounts payable $ 29.1 $ 7.6 $ 36.7 Other current liabilities 209.4 23.9 233.4 Total current liabilities $ 238.5 $ 31.5 $ 270.0 Deferred taxes 1 353.3 43.8 397.2 Other liabilities 101.7 2.4 104.1 Total liabilities assumed $ 693.6 $ 77.8 $ 771.4 Net assets acquired $ 3,099.7 $ 642.6 $ 3,742.3 (1) During the six months ended June 30, 2022, we reduced the purchase price for Neustar by $6.9 million to reflect the final purchase price adjustments. The impact of these adjustments resulted in a decrease to goodwill of $13.7 million, a decrease in deferred tax liabilities of $11.8 million and other insignificant changes. (2) For tax purposes, we estimate that $326.6 million of the goodwill, which originated from previous acquisitions of Neustar and Sontiq, is tax deductible. |
Schedule of Business Acquisitions, by Acquisition | The following table sets forth the components of identifiable intangible assets acquired, inclusive of measurement period adjustments, and the weighted average amortization period as of the acquisition date: April 8, 2022 December 1, 2021 Argus Neustar Sontiq (dollars in millions) Fair Value Weighted-Average Amortization Period Fair Value Weighted-Average Amortization Period Fair Value Weighted-Average Amortization Period Customer related assets $ 189.0 18 years $ 1,180.0 18 years $ 183.3 17 years Technology and software 22.0 7 years 320.0 10 years 49.7 10 years Trade names and trademarks 2.0 1 year 10.0 1 year 1.5 1 year Non-compete agreements — — — 2.7 2 years Total identifiable intangible assets $ 213.0 17 years $ 1,510.0 16 years $ 237.2 15 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Three Months Ended June 30, Six Months Ended (in millions) 2022 2021 2022 2021 Revenue $ 10.9 $ 46.0 $ 10.9 $ 92.4 Operating expenses Cost of services (exclusive of depreciation and amortization below) 4.4 15.6 4.7 32.0 Selling, general and administrative 4.7 8.2 4.6 16.3 Depreciation and amortization — 5.2 — 10.0 Total operating expenses $ 9.1 $ 29.0 $ 9.3 $ 58.3 Operating income of discontinued operations 1.8 17.0 1.6 34.1 Non-operating income and (expense) (1.9) (2.4) (2.2) (2.4) (Loss) income before income taxes from discontinued operations $ (0.1) $ 14.7 $ (0.6) $ 31.8 (Provision) benefit for income taxes (0.1) (3.9) — (7.7) Gain on sale of discontinued operations, net of tax 0.5 — 0.5 — Income from discontinued operations, net of tax $ 0.3 $ 10.8 $ — $ 24.1 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Financial Instruments Measured At Fair Value, on Recurring Basis | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2021: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 6 and 10) $ 12.1 $ — $ 12.1 $ — Available-for-sale marketable securities (Note 5) 3.1 — 3.1 — Total $ 15.2 $ — $ 15.2 $ — Liabilities Interest rate swaps (Notes 9 and 10) $ 34.5 $ — $ 34.5 $ — Put option on Cost Method Investment (Note 9) 11.9 — — 11.9 Contingent consideration (Note 8) 16.8 — — 16.8 Total $ 63.2 $ — $ 34.5 $ 28.7 | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of June 30, 2022: (in millions) Total Level 1 Level 2 Level 3 Assets Interest rate swaps (Notes 6 and 10) $ 168.8 $ — $ 168.8 $ — Available-for-sale marketable securities (Note 5) 3.1 — 3.1 — Total $ 171.9 $ — $ 171.9 $ — Liabilities Interest rate swaps (Notes 9 and 10) $ 0.3 $ — $ 0.3 $ — Put option on Cost Method Investment (Note 9) 10.0 — — 10.0 Total $ 10.3 $ — $ 0.3 $ 10.0 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: (in millions) June 30, 2022 December 31, 2021 Prepaid expenses $ 167.7 $ 136.2 Contract assets (Note 12) 6.1 5.2 Marketable securities (Note 4) 3.1 3.1 Other 131.7 87.1 Total other current assets $ 308.6 $ 231.6 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: (in millions) June 30, 2022 December 31, 2021 Investments in affiliated companies (Note 7) $ 264.4 $ 240.5 Right-of-use lease assets 141.2 145.1 Interest rate swaps (Notes 4, 9 and 10) 168.8 12.1 Other 63.3 61.3 Total other assets $ 637.7 $ 459.0 |
Investments in Affiliated Com_2
Investments in Affiliated Companies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments in Affiliated Companies [Abstract] | |
Investments in and Advances to Affiliates | Investments in affiliated companies consisted of the following: (in millions) June 30, 2022 December 31, 2021 Equity Method investments $ 42.5 $ 46.1 Cost Method investments 219.4 192.6 Limited Partnership investment 2.5 1.8 Total investments in affiliated companies (Note 6) $ 264.4 $ 240.5 |
Schedule Of Equity Investments Income Statement Information | Earnings from equity method investments, which are incl uded in other non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Six Months Ended (in millions) 2022 2021 2022 2021 Earnings from equity method investments (Note 15) $ 3.1 $ 2.7 $ 6.1 $ 5.7 Dividends received from equity method investments $ 10.1 $ 7.4 $ 10.6 $ 8.0 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in millions) June 30, 2022 December 31, 2021 Accrued payroll and employee benefits $ 154.3 $ 279.9 Deferred revenue (Note 12) 128.3 133.6 Accrued legal and regulatory (Note 16) 113.0 85.6 Operating lease liabilities 36.0 38.4 Income taxes payable 15.6 351.1 Contingent consideration (Note 4) — 16.8 Other 64.4 66.8 Total other current liabilities $ 511.6 $ 972.2 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other liabilities consisted of the following: (in millions) June 30, 2022 December 31, 2021 Operating lease liabilities $ 115.4 $ 119.1 Unrecognized tax benefits, net of indirect tax effects (Note 14) 42.1 40.7 Put option on Cost Method Investment (Note 4) 10.0 11.9 Deferred revenue (Note 12) 6.8 6.5 Interest rate swaps (Notes 4, 6 and 10) 0.3 34.5 Other 16.2 20.2 Total other liabilities $ 190.8 $ 232.9 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt outstanding | Debt outstanding consisted of the following: (in millions) June 30, 2022 December 31, 2021 Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.92% at June 30, 2022, and 2.75% at December 31, 2021), net of original issue discount and deferred financing fees of $6.2 million and $35.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $7.7 million and $43.1 million, respectively, at December 31, 2021 $ 2,643.3 $ 3,049.2 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.42% at June 30, 2022, and 1.85% at December 31, 2021), net of original issue discount and deferred financing fees of $2.9 million and $7.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $3.2 million and $7.7 million, respectively, at December 31, 2021 2,215.2 2,227.1 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.17% at June 30, 2022, and 1.35% at December 31, 2021), net of original issue discount and deferred financing fees of $1.6 million and $1.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $1.9 million and $1.2 million, respectively, at December 31, 2021 1,061.2 1,089.4 Senior Secured Revolving Credit Facility — — Finance leases 0.1 0.2 Total debt 5,919.8 6,365.9 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,805.2 $ 6,251.3 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Six Months Ended June 30, (in millions, except per share data) 2022 2021 2022 2021 Income from continuing operations $ 99.3 $ 122.1 $ 151.7 $ 239.4 Less: income from continuing operations attributable to noncontrolling interests (4.1) (5.2) (7.7) (8.0) Income from continuing operations attributable to TransUnion $ 95.3 $ 116.8 $ 143.9 $ 231.4 Discontinued operations, net of tax 0.3 10.8 — 24.1 Net income attributable to TransUnion $ 95.6 $ 127.6 $ 143.9 $ 255.6 Basic Earnings Per Share: Income from continuing operations attributable to TransUnion $ 0.49 $ 0.61 $ 0.75 $ 1.21 Discontinued operations, net of tax — 0.06 — 0.13 Net Income attributable to TransUnion $ 0.50 $ 0.67 $ 0.75 $ 1.34 Diluted Earnings Per Share: Income from continuing operations attributable to TransUnion $ 0.49 $ 0.61 $ 0.75 $ 1.20 Discontinued operations, net of tax — 0.06 — 0.13 Net Income attributable to TransUnion $ 0.49 $ 0.66 $ 0.75 $ 1.33 Weighted-average shares outstanding: Basic 192.5 191.4 192.3 191.2 Dilutive impact of stock based awards 0.6 1.4 0.9 1.6 Diluted 193.1 192.8 193.1 192.8 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Selected Segment Financial Information and Disaggregated Revenue | Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Gross Revenue: U.S. Markets: Financial Services $ 301.2 $ 270.7 $ 577.6 $ 533.7 Emerging Verticals 332.2 168.0 655.7 326.7 Total U.S. Markets $ 633.4 $ 438.7 $ 1,233.3 $ 860.4 International: Canada $ 33.1 $ 34.0 $ 63.8 $ 64.4 Latin America 29.5 26.0 56.8 50.1 United Kingdom 49.6 53.4 106.0 103.7 Africa 15.6 15.2 30.4 28.9 India 40.2 27.9 85.3 61.9 Asia Pacific 19.0 16.0 35.9 29.7 Total International $ 187.0 $ 172.5 $ 378.2 $ 338.7 Total Consumer Interactive $ 147.4 $ 136.6 $ 297.0 $ 266.9 Total revenue, gross $ 967.8 $ 747.7 $ 1,908.5 $ 1,466.0 Intersegment revenue eliminations: U.S. Markets $ (17.8) $ (17.6) $ (35.5) $ (35.0) International (1.5) (1.5) (2.9) (2.9) Consumer Interactive (0.3) (0.5) (0.5) (1.0) Total intersegment eliminations $ (19.5) $ (19.6) $ (39.0) $ (39.0) Total revenue as reported $ 948.3 $ 728.2 $ 1,869.5 $ 1,427.1 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 U.S. Markets Adjusted EBITDA $ 234.4 $ 186.8 $ 451.1 $ 363.5 International Adjusted EBITDA 81.0 72.2 163.0 143.6 Consumer Interactive Adjusted EBITDA 68.0 64.8 137.0 123.3 Total $ 383.5 $ 323.8 $ 751.0 $ 630.4 Adjustments to reconcile to income before income taxes: Corporate expenses (1) $ (33.1) $ (28.5) $ (66.5) $ (57.6) Net interest expense (50.7) (24.7) (100.2) (49.8) Depreciation and amortization (130.6) (93.2) (259.4) (182.7) Stock-based compensation (2) (20.3) (17.1) (40.8) (32.5) Mergers and acquisitions, divestitures and business optimization (3) (14.0) (8.8) (28.6) (10.6) Accelerated technology investment (4) (8.1) (9.8) (20.1) (17.1) Net other (5) (2.2) 33.8 (37.9) 33.7 Net loss (income) attributable to non-controlling interests 4.1 5.2 7.7 8.0 Total adjustments $ (254.9) $ (143.1) $ (545.8) $ (308.6) Income from continuing operations before income taxes $ 128.5 $ 180.7 $ 205.2 $ 321.8 (1) Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nat ure. (2) Consisted of stock-based compensation and cash-settled stock-based compensation. (3) For the three months ended June 30, 2022, consisted of the following adjustments: $(9.0) million of acquisition expenses; $(7.7) million of Neustar integration costs; $1.8 million reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.9 million adjustment to fair value of put options. For the six months ended June 30, 2022, consisted of the following adjustments: $(17.9) million of acquisition expenses; $(16.7) million of Neustar integration costs; a $5.3 million reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.8 million adjustment to fair value of put options. For the three months ended June 30, 2021, consisted of the following adjustments: $(6.7) million of adjustments to contingent consideration expense from previous acquisitions; $(1.1) million of acquisition expenses; and a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity. For the six months ended June 30, 2021, consisted of the following adjustments: $(7.9) million of adjustments to contingent consideration expense from previous acquisitions; $(2.2) million of acquisition expenses; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and a $0.5 million gain on the sale of a cost method investment. (4) Represents expenses associated with our accelerated technology investment to migrate to the cloud. (5) For the three months ended June 30, 2022, consisted of $(2.2) million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2022, consisted of the following adjustments: $(28.4) million for certain legal and regulatory expenses; $(6.5) million of deferred loan fees written off as a result of the prepayments on our debt; and $(3.0) million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other. For the three months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expenses; and $(2.0) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expense; and |
Earning from Equity Method Investments Included in Other Income and Expense, Net | Earnings from equity method investments included in non-operating income and expense was as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 U.S. Markets $ 0.3 $ 0.7 $ 0.7 $ 1.3 International 2.8 2.0 5.4 4.4 Total $ 3.1 $ 2.7 $ 6.1 $ 5.7 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Doubtful Accounts [Abstract] | ||||
Accounts Receivable, Allowance for Credit Loss | $ 11.2 | $ 13.3 | $ 10.7 | $ 17.1 |
Provision for losses on trade accounts receivable | 2.3 | (1) | ||
Accounts Receivable, Allowance For Credit Loss, Write-off (Recovery) | (1.8) | $ (2.8) | ||
Finite-Lived Intangible Assets, Net | 205.4 | |||
Internal Use Software | ||||
Long Lived Asset [Line Items] | ||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 97.7 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Apr. 08, 2022 | Dec. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Business combination, acquisition related costs | $ 9 | $ 17.9 | $ 2.2 | ||
Neustar | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of voting interests acquired | 100% | ||||
Business combination, consideration transferred | $ 3,099.7 | ||||
Increase (decrease) in deferred income taxes | 11.8 | ||||
Sontiq | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of voting interests acquired | 100% | ||||
Business combination, consideration transferred | $ 642.6 | ||||
Total | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred | 3,742.3 | ||||
Business acquisition, goodwill, expected tax deductible amount | $ 326.6 | ||||
Verisk Financial Services | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of voting interests acquired | 100% | ||||
Business combination, consideration transferred | $ 508 | ||||
Business combination, acquisition related costs | $ 7.7 | $ 11.7 | |||
Business acquisition, goodwill, expected tax deductible amount | $ 46.8 |
Business Acquisitions - Assets
Business Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Apr. 08, 2022 | Dec. 01, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Assets acquired: | ||||
Goodwill | $ 5,587.2 | $ 5,525.7 | ||
Neustar | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 3,099.7 | |||
Assets acquired: | ||||
Cash and cash equivalents | 122.7 | |||
Trade accounts receivable | 118.7 | |||
Other current assets | 24.4 | |||
Total current assets | 265.8 | |||
Property, plant and equipment | 42.1 | |||
Goodwill | 1,886.6 | |||
Other intangibles | 1,510 | |||
Other assets | 88.8 | |||
Total assets acquired | 3,793.3 | |||
Liabilities assumed: | ||||
Accounts payable | 29.1 | |||
Other current liabilities | 209.4 | |||
Total current liabilities | 238.5 | |||
Deferred taxes | 353.3 | |||
Other liabilities | 101.7 | |||
Total liabilities assumed | 693.6 | |||
Net assets acquired | 3,099.7 | |||
Proceeds from previous acquisition | 6.9 | |||
Goodwill, purchase accounting adjustments | 13.7 | |||
Increase (decrease) in deferred income taxes | $ 11.8 | |||
Sontiq | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | 642.6 | |||
Assets acquired: | ||||
Cash and cash equivalents | 17.8 | |||
Trade accounts receivable | 10.3 | |||
Other current assets | 1.5 | |||
Total current assets | 29.6 | |||
Property, plant and equipment | 5.2 | |||
Goodwill | 445.9 | |||
Other intangibles | 237.2 | |||
Other assets | 2.6 | |||
Total assets acquired | 720.4 | |||
Liabilities assumed: | ||||
Accounts payable | 7.6 | |||
Other current liabilities | 23.9 | |||
Total current liabilities | 31.5 | |||
Deferred taxes | 43.8 | |||
Other liabilities | 2.4 | |||
Total liabilities assumed | 77.8 | |||
Net assets acquired | 642.6 | |||
Total | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | 3,742.3 | |||
Assets acquired: | ||||
Cash and cash equivalents | 140.4 | |||
Trade accounts receivable | 129 | |||
Other current assets | 25.9 | |||
Total current assets | 295.3 | |||
Property, plant and equipment | 47.3 | |||
Goodwill | 2,332.5 | |||
Other intangibles | 1,747.2 | |||
Other assets | 91.3 | |||
Total assets acquired | 4,513.6 | |||
Liabilities assumed: | ||||
Accounts payable | 36.7 | |||
Other current liabilities | 233.4 | |||
Total current liabilities | 270 | |||
Deferred taxes | 397.2 | |||
Other liabilities | 104.1 | |||
Total liabilities assumed | 771.4 | |||
Net assets acquired | 3,742.3 | |||
Business acquisition, goodwill, expected tax deductible amount | $ 326.6 | |||
Verisk Financial Services | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 508 | |||
Assets acquired: | ||||
Cash and cash equivalents | 4 | |||
Trade accounts receivable | 27.3 | |||
Other current assets | 2.6 | |||
Current assets of discontinued operations | 15.5 | |||
Total current assets | 49.4 | |||
Property, plant and equipment | 2.1 | |||
Goodwill | 149.2 | |||
Other intangibles | 220 | |||
Other assets | 34.9 | |||
Other assets of discontinued operations | 127.7 | |||
Total assets acquired | 583.3 | |||
Liabilities assumed: | ||||
Accounts payable | 3 | |||
Other current liabilities | 14.8 | |||
Current liabilities of discontinued operations | 7.3 | |||
Total current liabilities | 25.1 | |||
Deferred taxes | 44.7 | |||
Other liabilities | 4.5 | |||
Other liabilities of discontinued operations | 1 | |||
Total liabilities assumed | 75.3 | |||
Net assets acquired | 508 | |||
Business acquisition, goodwill, expected tax deductible amount | $ 46.8 |
Business Acquisitions - Identif
Business Acquisitions - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Apr. 08, 2022 | Dec. 01, 2021 |
Argus | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 213 | |
Weighted-Average Amortization Period | 17 years | |
Argus | Customer related assets | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 189 | |
Weighted-Average Amortization Period | 18 years | |
Argus | Technology and software | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 22 | |
Weighted-Average Amortization Period | 7 years | |
Argus | Trade names and trademarks | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 2 | |
Weighted-Average Amortization Period | 1 year | |
Argus | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 0 | |
Neustar | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1,510 | |
Weighted-Average Amortization Period | 16 years | |
Neustar | Customer related assets | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1,180 | |
Weighted-Average Amortization Period | 18 years | |
Neustar | Technology and software | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 320 | |
Weighted-Average Amortization Period | 10 years | |
Neustar | Trade names and trademarks | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 10 | |
Weighted-Average Amortization Period | 1 year | |
Neustar | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 0 | |
Sontiq | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 237.2 | |
Weighted-Average Amortization Period | 15 years | |
Sontiq | Customer related assets | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 183.3 | |
Weighted-Average Amortization Period | 17 years | |
Sontiq | Technology and software | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 49.7 | |
Weighted-Average Amortization Period | 10 years | |
Sontiq | Trade names and trademarks | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1.5 | |
Weighted-Average Amortization Period | 1 year | |
Sontiq | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 2.7 | |
Weighted-Average Amortization Period | 2 years |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Discontinued Operations, Disposed of by Sale - Healthcare Business - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 17, 2021 | Jun. 30, 2022 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture of businesses | $ 1,706.4 | ||||
Net working capital adjustment | $ 0.5 | ||||
Income (loss) from discontinued operations, net of tax, including portion attributable to noncontrolling interest | $ 0.3 | $ 10.8 | $ 0 | $ 24.1 | |
Proceeds from disposals, net of taxes | $ 1,400 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - Discontinued Operations, Disposed of by Sale - Healthcare Business - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 10.9 | $ 46 | $ 10.9 | $ 92.4 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization below) | 4.4 | 15.6 | 4.7 | 32 |
Selling, general and administrative | 4.7 | 8.2 | 4.6 | 16.3 |
Depreciation and amortization | 0 | 5.2 | 0 | 10 |
Total operating expenses | 9.1 | 29 | 9.3 | 58.3 |
Operating income of discontinued operations | 1.8 | 17 | 1.6 | 34.1 |
Non-operating income and (expense) | (1.9) | (2.4) | (2.2) | (2.4) |
(Loss) income before income taxes from discontinued operations | (0.1) | 14.7 | (0.6) | 31.8 |
(Provision) benefit for income taxes | (0.1) | (3.9) | 0 | (7.7) |
Gain on sale of discontinued operations, net of tax | 0.5 | 0 | 0.5 | 0 |
Income from discontinued operations, net of tax | $ 0.3 | $ 10.8 | $ 0 | $ 24.1 |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Assets | |||
Interest rate swaps (Notes 6 and 10) | $ 168.8 | $ 12.1 | |
Liabilities | |||
Interest rate swaps (Notes 9 and 10) | 0.3 | 34.5 | |
Investments, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 2.8 | $ 14.8 | |
Level 2 | Minimum | |||
Investments, Fair Value Disclosure [Abstract] | |||
Debt Securities, Available-for-sale, Maturity Date | Jan. 01, 2027 | ||
Level 2 | Maximum | |||
Investments, Fair Value Disclosure [Abstract] | |||
Debt Securities, Available-for-sale, Maturity Date | Dec. 31, 2033 | ||
Fair Value, Recurring | |||
Assets | |||
Interest rate swaps (Notes 6 and 10) | $ 168.8 | 12.1 | |
Debt Securities, Available-for-sale, Current | 3.1 | 3.1 | |
Total | 171.9 | 15.2 | |
Liabilities | |||
Interest rate swaps (Notes 9 and 10) | 0.3 | 34.5 | |
Put Option | 10 | 11.9 | |
Contingent consideration (Note 8) | 16.8 | ||
Total | 10.3 | 63.2 | |
Fair Value, Recurring | Level 1 | |||
Assets | |||
Interest rate swaps (Notes 6 and 10) | 0 | 0 | |
Debt Securities, Available-for-sale, Current | 0 | 0 | |
Total | 0 | 0 | |
Liabilities | |||
Interest rate swaps (Notes 9 and 10) | 0 | 0 | |
Put Option | 0 | 0 | |
Contingent consideration (Note 8) | 0 | ||
Total | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Assets | |||
Interest rate swaps (Notes 6 and 10) | 168.8 | 12.1 | |
Debt Securities, Available-for-sale, Current | 3.1 | 3.1 | |
Total | 171.9 | 15.2 | |
Liabilities | |||
Interest rate swaps (Notes 9 and 10) | 0.3 | 34.5 | |
Put Option | 0 | 0 | |
Contingent consideration (Note 8) | 0 | ||
Total | 0.3 | 34.5 | |
Fair Value, Recurring | Level 3 | |||
Assets | |||
Interest rate swaps (Notes 6 and 10) | 0 | 0 | |
Debt Securities, Available-for-sale, Current | 0 | 0 | |
Total | 0 | 0 | |
Liabilities | |||
Interest rate swaps (Notes 9 and 10) | 0 | 0 | |
Put Option | 10 | 11.9 | |
Contingent consideration (Note 8) | 16.8 | ||
Total | $ 10 | $ 28.7 |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 167.7 | $ 136.2 |
Contract assets (Note 12) | 6.1 | 5.2 |
Marketable securities (Note 4) | 3.1 | 3.1 |
Other Assets, Miscellaneous, Current | 131.7 | 87.1 |
Total other current assets | $ 308.6 | $ 231.6 |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other assets | ||
Investments in affiliated companies (Note 7) | $ 264.4 | $ 240.5 |
Right-of-use lease assets | 141.2 | 145.1 |
Interest rate swaps (Notes 6 and 10) | 168.8 | 12.1 |
Other | 63.3 | 61.3 |
Total other assets | $ 637.7 | $ 459 |
Investments in Affiliated Com_3
Investments in Affiliated Companies (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Equity Method Investments | $ 42.5 | $ 46.1 |
Cost Method investments | 219.4 | 192.6 |
Limited Partnership Investment | 2.5 | 1.8 |
Total investments in affiliated companies (Note 6) | $ 264.4 | $ 240.5 |
Earnings and Dividends from Inv
Earnings and Dividends from Investment (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Earnings from equity method investments | $ 3.1 | $ 2.7 | $ 6.1 | $ 5.7 |
Dividends received from equity method investments | $ 10.1 | $ 7.4 | $ 10.6 | $ 8 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Taxes Payable, Current | $ 15.6 | $ 351.1 |
Accrued payroll and employee benefits | 154.3 | 279.9 |
Deferred revenue (Note 12) | 128.3 | 133.6 |
Accrued legal and regulatory (Note 16) | 113 | 85.6 |
Operating lease liabilities | 36 | 38.4 |
Contingent consideration (Note 4) | 0 | 16.8 |
Accrued Liabilities, Current | 64.4 | 66.8 |
Total other current liabilities | $ 511.6 | $ 972.2 |
Other Liabilities (Detail)
Other Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Operating lease liabilities | $ 115.4 | $ 119.1 |
Unrecognized tax benefits, net of indirect tax effects (Note 14) | 42.1 | 40.7 |
Interest rate swaps (Notes 4, 6 and 10) | 0.3 | 34.5 |
Derivative Liability, Noncurrent | 10 | 11.9 |
Deferred revenue (Note 12) | 6.8 | 6.5 |
Other Noncurrent Other Liabilities | 16.2 | 20.2 |
Total other liabilities | $ 190.8 | $ 232.9 |
Debt outstanding (Detail)
Debt outstanding (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||||
Debt outstanding | Debt outstanding consisted of the following: (in millions) June 30, 2022 December 31, 2021 Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.92% at June 30, 2022, and 2.75% at December 31, 2021), net of original issue discount and deferred financing fees of $6.2 million and $35.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $7.7 million and $43.1 million, respectively, at December 31, 2021 $ 2,643.3 $ 3,049.2 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.42% at June 30, 2022, and 1.85% at December 31, 2021), net of original issue discount and deferred financing fees of $2.9 million and $7.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $3.2 million and $7.7 million, respectively, at December 31, 2021 2,215.2 2,227.1 Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.17% at June 30, 2022, and 1.35% at December 31, 2021), net of original issue discount and deferred financing fees of $1.6 million and $1.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $1.9 million and $1.2 million, respectively, at December 31, 2021 1,061.2 1,089.4 Senior Secured Revolving Credit Facility — — Finance leases 0.1 0.2 Total debt 5,919.8 6,365.9 Less short-term debt and current portion of long-term debt (114.6) (114.6) Total long-term debt $ 5,805.2 $ 6,251.3 | ||||
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 5,919,800,000 | $ 5,919,800,000 | $ 6,365,900,000 | ||
Less short-term debt and current portion of long-term debt | (114,600,000) | (114,600,000) | (114,600,000) | ||
Total long-term debt | 5,805,200,000 | 5,805,200,000 | 6,251,300,000 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | (47,800,000) | $ (4,800,000) | (190,900,000) | $ (33,100,000) | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 35,900,000 | $ 3,600,000 | 143,200,000 | 24,900,000 | |
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | (190,900,000) | $ (33,100,000) | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 50,300,000 | ||||
Senior Secured Term Loan B-5 | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 2,215,200,000 | $ 2,215,200,000 | $ 2,227,100,000 | ||
Debt Instrument, Maturity Date | Nov. 15, 2026 | ||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.42% | 3.42% | 1.85% | ||
Debt Instrument, Unamortized Discount (Premium), Net | $ 2,900,000 | $ 2,900,000 | $ 3,200,000 | ||
Debt Issuance Costs, Noncurrent, Net | 7,000,000 | 7,000,000 | 7,700,000 | ||
Senior Secured Term Loan A-3 | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 1,061,200,000 | $ 1,061,200,000 | $ 1,089,400,000 | ||
Debt Instrument, Maturity Date | Dec. 10, 2024 | ||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.17% | 3.17% | 1.35% | ||
Debt Instrument, Unamortized Discount (Premium), Net | $ 1,600,000 | $ 1,600,000 | $ 1,900,000 | ||
Debt Issuance Costs, Noncurrent, Net | 1,000,000 | 1,000,000 | 1,200,000 | ||
Senior Secured Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | 0 | 0 | 0 | ||
Finance leases | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 100,000 | $ 100,000 | $ 200,000 |
Debt Schedule of Debt Maturitie
Debt Schedule of Debt Maturities (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | |
Debt Instrument [Line Items] | |||
Debt and Lease Obligation | $ 5,919.8 | $ 6,365.9 | |
2021 Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Derivative, Notional Amount | $ 1,592 | ||
2021 Interest Rate Swap | Minimum | |||
Debt Instrument [Line Items] | |||
Derivative, Fixed Interest Rate | 1.428% | ||
2021 Interest Rate Swap | Maximum | |||
Debt Instrument [Line Items] | |||
Derivative, Fixed Interest Rate | 1.436% | ||
Senior Secured Term Loan B-5 | |||
Debt Instrument [Line Items] | |||
Debt and Lease Obligation | $ 2,215.2 | $ 2,227.1 | |
Debt Instrument, Maturity Date | Nov. 15, 2026 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.42% | 1.85% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 2.9 | $ 3.2 | |
Debt Issuance Costs, Noncurrent, Net | 7 | 7.7 | |
Senior Secured Term Loan B-6 | |||
Debt Instrument [Line Items] | |||
Debt and Lease Obligation | $ 2,643.3 | $ 3,049.2 | |
Debt Instrument, Maturity Date | Dec. 01, 2028 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.92% | 2.75% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ 6.2 | $ 7.7 | $ 7.8 |
Debt Issuance Costs, Noncurrent, Net | $ 35 | $ 43.1 | $ 43.6 |
Senior Secured Credit Facility
Senior Secured Credit Facility (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 01, 2021 | |
Senior Secured Credit Facility | ||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 400,000,000 | |||||
Write off of Deferred Debt Issuance Cost | 6,500,000 | |||||
Debt and Lease Obligation | $ 5,919,800,000 | 5,919,800,000 | $ 6,365,900,000 | |||
Letters of Credit Outstanding, Amount | 100,000 | 100,000 | ||||
Incremental Borrowings, Amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA | 100% | 100% | ||||
Incremental Borrowings Criteria, Senior Secured Leverage ratio | 4.25 | 4.25 | ||||
Net Leverage Ratio Requirement | 5.5 | 5.5 | ||||
Covenant Dividend Restriction Amount | $ 100,000,000 | $ 100,000,000 | ||||
Covenant Dividend Restriction Percentage of Consolidated EBITDA | 10% | 10% | ||||
Net Leverage Ratio Requirement, Dividends | 4.75 | 4.75 | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ 11,900,000 | $ 1,200,000 | $ 47,700,000 | $ 8,200,000 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 35,900,000 | 3,600,000 | 143,200,000 | 24,900,000 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | $ 47,800,000 | 4,800,000 | $ 190,900,000 | 33,100,000 | ||
2020 2 year Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.52% | 0.52% | ||||
2020 2 year Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.5295% | 0.5295% | ||||
2020 3 year Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,110,000,000 | $ 1,110,000,000 | ||||
2020 3 year Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.9125% | 0.9125% | ||||
2020 3 year Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 0.928% | 0.928% | ||||
Interest Rate Swap | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Notional Amount | $ 1,380,000,000 | $ 1,380,000,000 | ||||
Interest Expense, Hedge, gross of tax | (8,600,000) | (10,400,000) | (22,300,000) | (20,700,000) | ||
Interest Expense, Hedge, net of tax | $ (6,500,000) | $ (7,800,000) | (16,700,000) | (15,500,000) | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 50,300,000 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax | $ 190,900,000 | $ 33,100,000 | ||||
Interest Rate Swap | Minimum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.702% | 2.702% | ||||
Interest Rate Swap | Maximum | ||||||
Senior Secured Credit Facility | ||||||
Derivative, Fixed Interest Rate | 2.706% | 2.706% | ||||
Senior Secured Revolving Credit Facility | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | $ 0 | $ 0 | 0 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 299,900,000 | $ 299,900,000 | ||||
Senior Loans | ||||||
Senior Secured Credit Facility | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||
Senior Secured Term Loan B-5 | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 2,215,200,000 | $ 2,215,200,000 | 2,227,100,000 | |||
Debt Instrument, Fair Value Disclosure | 2,124,800,000 | 2,124,800,000 | 2,217,000,000 | |||
Senior Secured Term Loan A-3 | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 1,061,200,000 | 1,061,200,000 | 1,089,400,000 | |||
Debt Instrument, Fair Value Disclosure | 1,026,500,000 | 1,026,500,000 | 1,076,100,000 | |||
Senior Secured Term Loan B-6 | ||||||
Senior Secured Credit Facility | ||||||
Debt and Lease Obligation | 2,643,300,000 | 2,643,300,000 | 3,049,200,000 | |||
Debt Instrument, Face Amount | $ 3,100,000,000 | |||||
Debt Instrument, Fair Value Disclosure | $ 2,573,700,000 | $ 2,573,700,000 | $ 3,096,100,000 |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 07, 2018 | Dec. 31, 2021 | Feb. 13, 2017 | |
Dividends, Common Stock [Abstract] | ||||||||
Stock Repurchase Program, Authorized Amount | $ 300 | |||||||
Stock Repurchase Program, Period in Force | 3 years | |||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 166.5 | $ 166.5 | ||||||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 0.4 | $ 5.4 | $ 29.2 | $ 34 | ||||
Preferred Stock, Shares Authorized | 100 | 100 | 100 | |||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.095 | |||||||
Stock Repurchase Program, | $ 133.5 | $ 133.5 | ||||||
Restricted Stock Units (RSUs) | ||||||||
Dividends, Common Stock [Abstract] | ||||||||
Vesting of restricted stock units | 0.1 | 0.1 | 0.8 | 1.1 | ||||
Dividend Paid | ||||||||
Dividends, Common Stock [Abstract] | ||||||||
Dividends, Common Stock, Cash | $ 18.3 | $ 18.3 |
Revenue (Detail)
Revenue (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Revenue, Performance Obligation [Abstract] | |
Number of Types of Performance Obligations | 2 |
Revenue to be recognized, rolling next two years | $ 117 |
Revenue to be recognized, rolling after two years | $ 107.2 |
Stand Ready Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) |
Other Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that do not require us to stand ready (“Other Performance Obligations”) |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net Income | ||||
Net income | $ 99.6 | $ 132.9 | $ 151.6 | $ 263.5 |
Less: net income attributable to the noncontrolling interests | (4.1) | (5.2) | (7.7) | (8) |
Net Income (Loss) Attributable to Parent | $ 95.6 | $ 127.6 | $ 143.9 | $ 255.6 |
Earnings Per Share, Diluted [Abstract] | ||||
Basic | 192.5 | 191.4 | 192.3 | 191.2 |
Dilutive impact of stock based awards | 0.6 | 1.4 | 0.9 | 1.6 |
Diluted | 193.1 | 192.8 | 193.1 | 192.8 |
Earnings Per Share, Basic [Abstract] | ||||
Earnings Per Share, Basic | $ 0.50 | $ 0.67 | $ 0.75 | $ 1.34 |
Earnings Per Share, Diluted | $ 0.49 | $ 0.66 | $ 0.75 | $ 1.33 |
Contingently Issuable Performance-Based Stock Awards | ||||
Earnings Per Share, Basic [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.2 | 0.1 | ||
Antidilutive Weighted Stock-Based Awards | ||||
Earnings Per Share, Basic [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.3 | 0.1 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | |||||
Effective tax benefit rate | 22.70% | 26.10% | 25.60% | ||
Unrecognized tax benefits | $ 47.6 | $ 47.6 | $ 45.8 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 30.6 | 30.6 | 28.3 | ||
Unrecognized tax benefits, income tax penalties and interest expense | $ 9 | $ 7.6 | |||
U.S. federal statutory rate | 21% | 21% | 21% | 21% | |
United Kingdom | |||||
Income Tax Examination [Line Items] | |||||
Effective tax benefit rate | 32.40% |
Reportable Segments (Detail)
Reportable Segments (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Segment segment | Jun. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of Operating Segments | Segment | 3 | |||
Number of Corporate Units | segment | 1 | |||
Revenue | $ (948.3) | $ (728.2) | $ (1,869.5) | $ (1,427.1) |
EBITDA | ||||
Segments Adjusted EBITDA | 383.5 | 323.8 | 751 | 630.4 |
Corporate expense | (33.1) | (28.5) | (66.5) | (57.6) |
Net interest expense | (50.7) | (24.7) | (100.2) | (49.8) |
Depreciation and amortization | (130.6) | (93.2) | (259.4) | (182.7) |
Stock-based compensation | (20.3) | (17.1) | (40.8) | (32.5) |
Mergers and acquisitions, divestitures and business optimization | (14) | (8.8) | (28.6) | (10.6) |
Accelerated technology investment | (8.1) | (9.8) | (20.1) | (17.1) |
Net other(5) | (2.2) | 33.8 | 37.9 | 33.7 |
Net loss (income) attributable to non-controlling interests | (4.1) | (5.2) | (7.7) | (8) |
Total adjustments | (254.9) | (143.1) | (545.8) | (308.6) |
Income from continuing operations before income taxes | 128.5 | 180.7 | 205.2 | 321.8 |
Business combination, acquisition related costs | (9) | (17.9) | (2.2) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | (6.7) | (7.9) | ||
Loss Contingency Accrual, Period Increase (Decrease) | 28.4 | 32.4 | ||
Write off of Deferred Debt Issuance Cost | (6.5) | |||
Unrealized Gain (Loss) on Investments | (1.1) | (1.1) | ||
Fraudulent Incident | ||||
EBITDA | ||||
Other Income | 3.4 | 3.4 | ||
Certain Legal Expenses | ||||
EBITDA | ||||
Loss Contingency Accrual, Provision | 32.4 | |||
Cost-method Investments | ||||
EBITDA | ||||
Realized Investment Gains (Losses) | 0.5 | |||
Adjustments to EBITDA | ||||
EBITDA | ||||
Other non-operating (expense) income | (2.2) | (2) | (3) | (2.1) |
Healthcare Business | ||||
EBITDA | ||||
Recovery of Direct Costs | (1.8) | (5.3) | ||
Acquisition-related Costs | ||||
EBITDA | ||||
Business combination, acquisition related costs | (1.1) | |||
Acquisition-related Costs | Neustar | ||||
EBITDA | ||||
Business Combination, Integration Related Costs | 7.7 | 16.7 | ||
Level 3 | ||||
EBITDA | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | 0.9 | 0.8 | ||
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (19.5) | (19.6) | (39) | (39) |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (633.4) | (438.7) | (1,233.3) | (860.4) |
EBITDA | ||||
Segments Adjusted EBITDA | 234.4 | 186.8 | 451.1 | 363.5 |
U.S. Markets | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (17.8) | (17.6) | (35.5) | (35) |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (187) | (172.5) | (378.2) | (338.7) |
EBITDA | ||||
Segments Adjusted EBITDA | 81 | 72.2 | 163 | 143.6 |
International | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1.5) | (1.5) | (2.9) | (2.9) |
International | Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (33.1) | (34) | (63.8) | (64.4) |
International | Latin America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (29.5) | (26) | (56.8) | (50.1) |
International | United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (49.6) | (53.4) | (106) | (103.7) |
International | Africa | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (15.6) | (15.2) | (30.4) | (28.9) |
International | India | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (40.2) | (27.9) | (85.3) | (61.9) |
International | Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (19) | (16) | (35.9) | (29.7) |
Consumer Interactive | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (147.4) | (136.6) | (297) | (266.9) |
EBITDA | ||||
Segments Adjusted EBITDA | 68 | 64.8 | 137 | 123.3 |
Consumer Interactive | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (0.3) | (0.5) | (0.5) | (1) |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (967.8) | (747.7) | (1,908.5) | (1,466) |
Financial Services | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (301.2) | (270.7) | (577.6) | (533.7) |
Emerging Verticals | U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (332.2) | $ (168) | $ (655.7) | $ (326.7) |
Financial Service | U.S. Markets | Revenue Benchmark | Geographic Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk, Percentage | 46.80% |
Reportable Segments Earnings fr
Reportable Segments Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 3.1 | $ 2.7 | $ 6.1 | $ 5.7 |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | 0.3 | 0.7 | 0.7 | 1.3 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 2.8 | $ 2 | $ 5.4 | $ 4.4 |
Contingencies (Detail)
Contingencies (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual, Period Increase (Decrease) | $ (28.4) | $ (32.4) | |||
Tax Adjustments, Settlements, and Unusual Provisions | $ 29.2 | $ 58.6 | 53.5 | $ 82.3 | |
Accrued legal and regulatory (Note 16) | 113 | 113 | $ 85.6 | ||
CFPB Matter | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual | 56 | 56 | 26.5 | ||
Loss Contingency Accrual | $ 56 | $ 56 | $ 26.5 |