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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TransUnion | NYSE:TRU | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.38 | 3.19% | 77.07 | 77.65 | 75.83 | 76.18 | 1,591,869 | 01:00:00 |
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
61-1678417
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
555 West Adams, Chicago, IL
|
|
60661
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
|
Yes
x
|
No
¨
|
|
|
|
|
Yes
x
No
¨
|
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
|
|
Yes
¨
No
x
|
|
|
|
Page
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
Unaudited
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
131.2
|
|
|
$
|
182.2
|
|
Trade accounts receivable, net of allowance of $6.6 and $6.2
|
289.9
|
|
|
277.9
|
|
||
Other current assets
|
92.6
|
|
|
89.9
|
|
||
Total current assets
|
513.7
|
|
|
550.0
|
|
||
Property, plant and equipment, net of accumulated depreciation and amortization of $251.3 and $235.6
|
192.0
|
|
|
197.5
|
|
||
Goodwill, net
|
2,203.0
|
|
|
2,173.9
|
|
||
Other intangibles, net of accumulated amortization of $860.0 and $815.8
|
1,737.8
|
|
|
1,762.3
|
|
||
Other assets
|
107.3
|
|
|
97.5
|
|
||
Total assets
|
$
|
4,753.8
|
|
|
$
|
4,781.2
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
115.4
|
|
|
$
|
114.2
|
|
Short-term debt and current portion of long-term debt
|
92.7
|
|
|
50.4
|
|
||
Other current liabilities
|
173.4
|
|
|
208.7
|
|
||
Total current liabilities
|
381.5
|
|
|
373.3
|
|
||
Long-term debt
|
2,309.3
|
|
|
2,325.2
|
|
||
Deferred taxes
|
572.0
|
|
|
579.0
|
|
||
Other liabilities
|
26.0
|
|
|
30.7
|
|
||
Total liabilities
|
3,288.8
|
|
|
3,308.2
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2017 and December 31, 2016, 185.2 million and 183.9 million shares issued at March 31, 2017 and December 31, 2016, respectively, and 182.6 million shares and 183.2 million shares outstanding as of March 31, 2017 and December 31, 2016, respectively
|
1.9
|
|
|
1.8
|
|
||
Additional paid-in capital
|
1,821.6
|
|
|
1,844.9
|
|
||
Treasury stock at cost; 2.6 million shares and 0.7 million shares at March 31, 2017 and December 31, 2016, respectively
|
(73.5
|
)
|
|
(5.3
|
)
|
||
Accumulated deficit
|
(241.5
|
)
|
|
(303.8
|
)
|
||
Accumulated other comprehensive loss
|
(140.9
|
)
|
|
(174.8
|
)
|
||
Total TransUnion stockholders’ equity
|
1,367.6
|
|
|
1,362.8
|
|
||
Noncontrolling interests
|
97.4
|
|
|
110.2
|
|
||
Total stockholders’ equity
|
1,465.0
|
|
|
1,473.0
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,753.8
|
|
|
$
|
4,781.2
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Revenue
|
$
|
455.0
|
|
|
$
|
405.7
|
|
Operating expenses
|
|
|
|
||||
Cost of services (exclusive of depreciation and amortization below)
|
151.2
|
|
|
149.1
|
|
||
Selling, general and administrative
|
144.7
|
|
|
132.2
|
|
||
Depreciation and amortization
|
58.0
|
|
|
72.5
|
|
||
Total operating expenses
|
353.9
|
|
|
353.8
|
|
||
Operating income
|
101.1
|
|
|
51.9
|
|
||
Non-operating income and (expense)
|
|
|
|
||||
Interest expense
|
(21.5
|
)
|
|
(20.4
|
)
|
||
Interest income
|
1.3
|
|
|
0.8
|
|
||
Earnings from equity method investments
|
1.7
|
|
|
1.9
|
|
||
Other income and (expense), net
|
(6.6
|
)
|
|
(7.6
|
)
|
||
Total non-operating income and (expense)
|
(25.1
|
)
|
|
(25.3
|
)
|
||
Income before income taxes
|
76.0
|
|
|
26.6
|
|
||
Provision for income taxes
|
(11.5
|
)
|
|
(12.0
|
)
|
||
Net income
|
64.5
|
|
|
14.6
|
|
||
Less: net income attributable to the noncontrolling interests
|
(2.2
|
)
|
|
(2.0
|
)
|
||
Net income attributable to TransUnion
|
$
|
62.3
|
|
|
$
|
12.6
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.34
|
|
|
$
|
0.07
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.07
|
|
|
|
|
|
||||
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
182.7
|
|
|
182.4
|
|
||
Diluted
|
190.3
|
|
|
184.0
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
64.5
|
|
|
$
|
14.6
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation:
|
|
|
|
||||
Foreign currency translation adjustment
|
34.2
|
|
|
26.3
|
|
||
Benefit for income taxes
|
—
|
|
|
0.1
|
|
||
Foreign currency translation, net
|
34.2
|
|
|
26.4
|
|
||
Hedge instruments:
|
|
|
|
||||
Net unrealized gain (loss)
|
3.4
|
|
|
(23.5
|
)
|
||
Amortization of accumulated loss
|
0.1
|
|
|
0.1
|
|
||
(Provision) benefit for income taxes
|
(1.4
|
)
|
|
8.7
|
|
||
Hedge instruments, net
|
2.1
|
|
|
(14.7
|
)
|
||
Available-for-sale securities:
|
|
|
|
||||
Net unrealized loss
|
(0.2
|
)
|
|
—
|
|
||
Benefit for income taxes
|
0.1
|
|
|
—
|
|
||
Available-for-sale securities, net
|
(0.1
|
)
|
|
—
|
|
||
Total other comprehensive income, net of tax
|
36.2
|
|
|
11.7
|
|
||
Comprehensive income
|
100.7
|
|
|
26.3
|
|
||
Less: comprehensive income attributable to noncontrolling interests
|
(4.5
|
)
|
|
(7.2
|
)
|
||
Comprehensive income attributable to TransUnion
|
$
|
96.2
|
|
|
$
|
19.1
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
64.5
|
|
|
$
|
14.6
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
58.0
|
|
|
72.5
|
|
||
Net loss on refinancing transaction
|
5.0
|
|
|
—
|
|
||
Amortization and loss on fair value of hedge instrument
|
—
|
|
|
0.8
|
|
||
Equity in net income of affiliates, net of dividends
|
(1.4
|
)
|
|
(1.5
|
)
|
||
Deferred taxes
|
(14.0
|
)
|
|
4.6
|
|
||
Amortization of discount and deferred financing fees
|
0.7
|
|
|
0.7
|
|
||
Stock-based compensation
|
8.0
|
|
|
3.7
|
|
||
Provision for losses on trade accounts receivable
|
1.2
|
|
|
0.7
|
|
||
Other
|
(2.3
|
)
|
|
1.6
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Trade accounts receivable
|
(10.7
|
)
|
|
(30.8
|
)
|
||
Other current and long-term assets
|
(11.3
|
)
|
|
(4.5
|
)
|
||
Trade accounts payable
|
(0.9
|
)
|
|
2.8
|
|
||
Other current and long-term liabilities
|
(29.5
|
)
|
|
(23.5
|
)
|
||
Cash provided by operating activities
|
67.3
|
|
|
41.7
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(26.0
|
)
|
|
(30.9
|
)
|
||
Proceeds from sale of trading securities
|
1.0
|
|
|
0.9
|
|
||
Purchases of trading securities
|
(1.3
|
)
|
|
(1.1
|
)
|
||
Proceeds from sale of other investments
|
35.7
|
|
|
8.8
|
|
||
Purchases of other investments
|
(26.9
|
)
|
|
(8.5
|
)
|
||
Acquisitions and purchases of noncontrolling interests, net of cash acquired
|
(58.7
|
)
|
|
(129.1
|
)
|
||
Acquisition-related deposits, net
|
—
|
|
|
(1.1
|
)
|
||
Cash used in investing activities
|
(76.2
|
)
|
|
(161.0
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from senior secured term loan B
|
—
|
|
|
150.0
|
|
||
Proceeds from senior secured revolving line of credit
|
40.0
|
|
|
145.0
|
|
||
Payments of senior secured revolving line of credit
|
—
|
|
|
(145.0
|
)
|
||
Repayments of debt
|
(14.3
|
)
|
|
(12.0
|
)
|
||
Debt financing fees
|
(5.0
|
)
|
|
(3.1
|
)
|
||
Proceeds from issuance of common stock and exercise of stock options
|
10.1
|
|
|
0.9
|
|
||
Treasury stock purchased
|
(68.3
|
)
|
|
—
|
|
||
Excess tax benefit
|
—
|
|
|
0.5
|
|
||
Distributions to noncontrolling interests
|
—
|
|
|
(0.4
|
)
|
||
Payment of contingent obligation
|
(5.9
|
)
|
|
—
|
|
||
Cash (used in) provided by financing activities
|
(43.4
|
)
|
|
135.9
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1.3
|
|
|
0.5
|
|
||
Net change in cash and cash equivalents
|
(51.0
|
)
|
|
17.1
|
|
||
Cash and cash equivalents, beginning of period
|
182.2
|
|
|
133.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
131.2
|
|
|
$
|
150.3
|
|
|
|
Common Stock
|
|
Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Loss
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance December 31, 2016
|
|
183.2
|
|
|
$
|
1.8
|
|
|
$
|
1,844.9
|
|
|
$
|
(5.3
|
)
|
|
$
|
(303.8
|
)
|
|
$
|
(174.8
|
)
|
|
$
|
110.2
|
|
|
$
|
1,473.0
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62.3
|
|
|
—
|
|
|
2.2
|
|
|
64.5
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.9
|
|
|
2.3
|
|
|
36.2
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|||||||
Employee share purchase plan
|
|
0.1
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||||
Exercise of stock options
|
|
1.2
|
|
|
0.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|||||||
Treasury stock purchased
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(68.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68.3
|
)
|
|||||||
Purchase of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(41.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|
(58.7
|
)
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Balance March 31, 2017
|
|
182.6
|
|
|
$
|
1.9
|
|
|
$
|
1,821.6
|
|
|
$
|
(73.5
|
)
|
|
$
|
(241.5
|
)
|
|
$
|
(140.9
|
)
|
|
$
|
97.4
|
|
|
$
|
1,465.0
|
|
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
|
$
|
13.1
|
|
|
$
|
8.7
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
Available for sale securities
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
||||
Total
|
|
$
|
16.3
|
|
|
$
|
8.7
|
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
Contingent consideration
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
||||
Total
|
|
$
|
(12.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
(11.7
|
)
|
(in millions)
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
Prepaid expenses
|
|
$
|
40.3
|
|
|
$
|
43.9
|
|
Other investments
|
|
20.7
|
|
|
29.5
|
|
||
CFPB escrow deposit
|
|
13.9
|
|
|
—
|
|
||
Income taxes receivable
|
|
6.3
|
|
|
5.4
|
|
||
Marketable securities
|
|
3.2
|
|
|
3.3
|
|
||
Deferred financing fees
|
|
0.5
|
|
|
0.5
|
|
||
Other
|
|
7.7
|
|
|
7.3
|
|
||
Total other current assets
|
|
$
|
92.6
|
|
|
$
|
89.9
|
|
(in millions)
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
Investments in affiliated companies
|
|
$
|
67.8
|
|
|
$
|
62.6
|
|
Marketable securities
|
|
13.1
|
|
|
12.4
|
|
||
Other investments
|
|
11.1
|
|
|
9.5
|
|
||
Deposits
|
|
8.9
|
|
|
9.3
|
|
||
Deferred financing fees
|
|
1.1
|
|
|
1.2
|
|
||
Other
|
|
5.3
|
|
|
2.5
|
|
||
Total other assets
|
|
$
|
107.3
|
|
|
$
|
97.5
|
|
(in millions)
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
Total equity method investments
|
|
$
|
44.6
|
|
|
$
|
39.4
|
|
Total cost method investments
|
|
23.2
|
|
|
23.2
|
|
||
Total investments in affiliated companies
|
|
$
|
67.8
|
|
|
$
|
62.6
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
Earnings from equity method investments
|
|
$
|
1.7
|
|
|
$
|
1.9
|
|
Dividends received from equity method investments
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
||||||||
(in millions)
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
Accrued payroll
|
|
$
|
50.3
|
|
|
$
|
79.3
|
|
Accrued legal and regulatory
|
|
33.0
|
|
|
35.9
|
|
||
Accrued employee benefits
|
|
26.5
|
|
|
31.8
|
|
||
Income taxes payable
|
|
21.9
|
|
|
11.5
|
|
||
Deferred revenue
|
|
12.2
|
|
|
12.0
|
|
||
Contingent consideration
|
|
11.3
|
|
|
16.1
|
|
||
Accrued interest
|
|
1.1
|
|
|
1.3
|
|
||
Other
|
|
17.1
|
|
|
20.8
|
|
||
Total other current liabilities
|
|
$
|
173.4
|
|
|
$
|
208.7
|
|
(in millions)
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
Retirement benefits
|
|
$
|
11.7
|
|
|
$
|
10.9
|
|
Unrecognized tax benefits
|
|
5.3
|
|
|
4.8
|
|
||
Interest rate caps
|
|
0.4
|
|
|
6.1
|
|
||
Contingent consideration
|
|
0.4
|
|
|
1.5
|
|
||
Other
|
|
8.2
|
|
|
7.4
|
|
||
Total other liabilities
|
|
$
|
26.0
|
|
|
$
|
30.7
|
|
(in millions)
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
Senior Secured Term Loan B, payable in quarterly installments through April 9, 2023, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.48% at March 31, 2017 and 3.52% at December 31, 2016), including original issue discount and deferred financing fees of $7.2 million and $4.3 million, respectively, at March 31, 2017, and original issue discount and deferred financing fees of $7.6 million and $4.4 million, respectively, at December 31, 2016
|
|
$
|
1,979.9
|
|
|
$
|
1,984.6
|
|
Senior Secured Term Loan A, payable in quarterly installments through June 30, 2020, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (2.98% at March 31, 2017 and 2.77% at December 31, 2016), including original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at March 31, 2017, and original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at December 31, 2016
|
|
370.8
|
|
|
375.7
|
|
||
Senior Secured Revolving Line of Credit
|
|
40.0
|
|
|
—
|
|
||
Other notes payable
|
|
10.5
|
|
|
14.2
|
|
||
Capital lease obligations
|
|
0.8
|
|
|
1.1
|
|
||
Total debt
|
|
2,402.0
|
|
|
2,375.6
|
|
||
Less short-term debt and current portion of long-term debt
|
|
(92.7
|
)
|
|
(50.4
|
)
|
||
Total long-term debt
|
|
$
|
2,309.3
|
|
|
$
|
2,325.2
|
|
(in millions)
|
|
March 31, 2017
|
||
2017
|
|
$
|
76.6
|
|
2018
|
|
54.5
|
|
|
2019
|
|
54.2
|
|
|
2020
|
|
314.4
|
|
|
2021
|
|
20.5
|
|
|
Thereafter
|
|
1,894.2
|
|
|
Unamortized original issue discounts and unamortized deferred financing fee
|
|
(12.4
|
)
|
|
Total debt
|
|
$
|
2,402.0
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions, except per share data)
|
|
2017
|
|
2016
|
||||
Earnings per share - basic
|
|
|
|
|
||||
Earnings available to common stockholders
|
|
$
|
62.3
|
|
|
$
|
12.6
|
|
Weighted average basic shares outstanding
|
|
182.7
|
|
|
182.4
|
|
||
Earnings per share - basic
|
|
$
|
0.34
|
|
|
$
|
0.07
|
|
|
|
|
|
|
||||
Earnings per share - diluted
|
|
|
|
|
||||
Earnings available to common stockholders
|
|
$
|
62.3
|
|
|
$
|
12.6
|
|
|
|
|
|
|
||||
Weighted average basic shares outstanding
|
|
182.7
|
|
|
182.4
|
|
||
Dilutive impact of stock based awards
|
|
7.6
|
|
|
1.6
|
|
||
Weighted average dilutive shares outstanding
|
|
190.3
|
|
|
184.0
|
|
||
Earnings per share - diluted
|
|
$
|
0.33
|
|
|
$
|
0.07
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Gross revenues:
|
|
|
|
|
||||
U.S. Information Services
|
|
$
|
282.2
|
|
|
$
|
247.0
|
|
International
|
|
83.4
|
|
|
67.8
|
|
||
Consumer Interactive
|
|
105.0
|
|
|
106.1
|
|
||
Total revenues, gross
|
|
$
|
470.6
|
|
|
$
|
420.9
|
|
|
|
|
|
|
||||
Intersegment revenue eliminations:
|
|
|
|
|
||||
U.S. Information Services
|
|
(14.5
|
)
|
|
(14.3
|
)
|
||
International
|
|
(1.1
|
)
|
|
(0.9
|
)
|
||
Consumer Interactive
|
|
—
|
|
|
—
|
|
||
Corporate
|
|
—
|
|
|
—
|
|
||
Total intersegment eliminations
|
|
(15.6
|
)
|
|
(15.2
|
)
|
||
Total revenues, net
|
|
$
|
455.0
|
|
|
$
|
405.7
|
|
|
|
|
|
|
||||
Operating income:
|
|
|
|
|
||||
U.S. Information Services
|
|
$
|
72.3
|
|
|
$
|
30.2
|
|
International
|
|
8.9
|
|
|
5.1
|
|
||
Consumer Interactive
|
|
48.0
|
|
|
40.5
|
|
||
Corporate
|
|
(28.1
|
)
|
|
(23.8
|
)
|
||
Total operating income
|
|
$
|
101.1
|
|
|
$
|
51.9
|
|
|
|
|
|
|
||||
Intersegment operating income eliminations:
|
|
|
|
|
||||
U.S. Information Services
|
|
$
|
(14.1
|
)
|
|
$
|
(13.9
|
)
|
International
|
|
(0.8
|
)
|
|
(0.6
|
)
|
||
Consumer Interactive
|
|
14.9
|
|
|
14.5
|
|
||
Total intersegment eliminations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
Operating income from segments
|
|
$
|
101.1
|
|
|
$
|
51.9
|
|
Non-operating income and expense
|
|
(25.1
|
)
|
|
(25.3
|
)
|
||
Income before income taxes
|
|
$
|
76.0
|
|
|
$
|
26.6
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
U.S. Information Services
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
International
|
|
1.4
|
|
|
1.5
|
|
||
Total
|
|
$
|
1.7
|
|
|
$
|
1.9
|
|
•
|
USIS provides consumer reports, risk scores, analytical and decisioning services to businesses. These businesses use our services to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery platforms in our USIS segment allow us to serve a broad set of customers and business issues. We offer our services to customers in financial services, insurance, healthcare and other industries.
|
•
|
The International segment provides services similar to our USIS segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and decisioning services and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances.
|
•
|
Consumer Interactive offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution and financial management. 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.
|
•
|
During March 2017, we increased our equity interest in CIBIL from 82.1% to 92.1% with additional purchases totaling 10%. On September 30, 2016, we increased our equity interest in CIBIL from 77.1% to 82.1% with an additional purchase of 5%. In June 2016, we increased our equity interest in CIBIL from 66.1% to 77.1% with additional purchases totaling 11%.
|
•
|
On November 10, 2016, we entered into an agreement with Synthetic P2P Holdings Corporation (“PeerIQ”) whereby we licensed data to PeerIQ and, in return, received warrants to purchase a noncontrolling interest in their common stock. PeerIQ is a credit risk analytics firm that helps institutions analyze, access and manage risk in the peer-to-peer lending sector. Once the warrants are exercised, we will account for PeerIQ on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.
|
•
|
On November 4, 2016, we increased our ownership interest in Central de Informacion Financiera S.A. (“CIFIN”) from 95.17% to 100%. On August 3, 2016, we increased our equity interest in CIFIN from 94.67% to 95.17% with an additional purchase of 0.5%. On May 31, 2016, we increased our interest from 71.0% to 94.67% with an additional purchase of 23.67%. On February 8, 2016, we acquired a 71.0% equity interest in CIFIN. CIFIN is one of two primary credit bureaus in Colombia. The results of operations of CIFIN, which are not material to our consolidated financial statements, have been included as part of our International segment in our consolidated statements of income since the date of the acquisition.
|
•
|
On September 21, 2016, we acquired 100% of the equity of RTech Healthcare Revenue Technologies, Inc. (“RTech”). RTech uses innovative proprietary technology to help healthcare providers protect revenue and cash. The results of operations of RTech, which are not material to our consolidated financial statements, have been included as part of our USIS segment in our consolidated statements of income since the date of acquisition.
|
•
|
On August 30, 2016, we made a noncontrolling interest investment in SavvyMoney, Inc. (“SavvyMoney”). SavvyMoney is a provider of credit information services for bank and credit union users. We account for SavvyMoney on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.
|
•
|
On June 15, 2016, we acquired 100% of the equity of Auditz, LLC (“Auditz”). Auditz is a U.S.-based healthcare services organization that uses sophisticated proprietary technology to help healthcare providers identify and recover payments. The results of operations of Auditz, which are not material to our consolidated financial statements, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition.
|
•
|
On April 29, 2016, we acquired the remaining 12.5% ownership interest in Drivers History Information Sales, LLC (“DHI”). We no longer record net income attributable to the noncontrolling interests in our consolidated statements of income or redeemable noncontrolling interests on our consolidated balance sheets from the date we acquired the remaining interest.
|
•
|
On April 15, 2016, we made a noncontrolling interest investment in Dashlane, Inc. (“Dashlane”). Dashlane is a password management company that enables users to monitor their online identities across multiple sites and applications. We account for Dashlane on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.
|
|
|
Three Months Ended March 31,
|
|||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
|||||||
Revenue
|
|
$
|
455.0
|
|
|
$
|
405.7
|
|
|
$
|
49.2
|
|
|
12.1
|
%
|
Reconciliation of net income (loss) attributable to TransUnion to Adjusted
EBITDA
(1)
:
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss) attributable to TransUnion
|
|
$
|
62.3
|
|
|
$
|
12.6
|
|
|
$
|
49.8
|
|
|
nm
|
|
Net interest expense
|
|
20.2
|
|
|
19.6
|
|
|
0.6
|
|
|
3.2
|
%
|
|||
Provision (benefit) for income taxes
|
|
11.5
|
|
|
12.0
|
|
|
(0.5
|
)
|
|
(4.4
|
)%
|
|||
Depreciation and amortization
|
|
58.0
|
|
|
72.5
|
|
|
(14.4
|
)
|
|
(19.9
|
)%
|
|||
EBITDA
|
|
152.1
|
|
|
116.6
|
|
|
35.4
|
|
|
30.4
|
%
|
|||
Adjustments to EBITDA:
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation
(2)
|
|
13.1
|
|
|
5.3
|
|
|
7.8
|
|
|
nm
|
|
|||
Mergers and acquisitions, divestitures and business optimization
(3)
|
|
2.5
|
|
|
5.5
|
|
|
(2.9
|
)
|
|
(53.8
|
)%
|
|||
Technology transformation
(4)
|
|
—
|
|
|
12.0
|
|
|
(12.0
|
)
|
|
(100.0
|
)%
|
|||
Other
(5)
|
|
3.9
|
|
|
2.0
|
|
|
1.9
|
|
|
94.2
|
%
|
|||
Total adjustments to EBITDA
|
|
19.5
|
|
|
24.8
|
|
|
(5.2
|
)
|
|
(21.1
|
)%
|
|||
Adjusted EBITDA
(1)
|
|
$
|
171.6
|
|
|
$
|
141.4
|
|
|
$
|
30.2
|
|
|
21.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Other metrics:
|
|
|
|
|
|
|
|
|
|||||||
Cash provided by operating activities
|
|
$
|
67.3
|
|
|
$
|
41.7
|
|
|
$
|
25.6
|
|
|
61.4
|
%
|
Capital expenditures
|
|
26.0
|
|
|
30.9
|
|
|
(4.9
|
)
|
|
(15.9
|
)%
|
(1)
|
Adjusted EBITDA is defined as net income (loss) attributable to the Company before net interest expense, income tax provision (benefit), depreciation and amortization and other adjustments noted in the table above. We present Adjusted EBITDA as a supplemental measure of our operating performance because it eliminates the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. Also, Adjusted EBITDA is a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. In addition, our board of directors and executive management team use Adjusted EBITDA as a compensation measure under our incentive compensation plan. Furthermore, under the credit agreement governing our senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to a ratio based on Adjusted EBITDA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Debt.” Adjusted EBITDA does not reflect our capital expenditures, interest, income tax, depreciation, amortization, stock-based compensation and certain other income and expense. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. Adjusted EBITDA is not a measure of financial condition or profitability under GAAP and should not be considered as an alternative to cash flows from operating activities, as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance. We believe that the most directly comparable GAAP measure to Adjusted EBITDA is net income attributable to TransUnion.
|
(2)
|
Consisted of stock-based compensation and cash-settled stock-based compensation.
|
(3)
|
For the three months ended March 31, 2017, consisted of the following adjustments to operating income: a $(0.1) million reduction in contingent consideration expense from previous acquisitions. For the three months ended March 31, 2017, consisted of the following adjustments to non-operating income and expense: $2.6 million of acquisition expenses.
|
(4)
|
Represented costs associated with a project to transform our technology infrastructure.
|
(5)
|
For the three months ended March 31, 2017, consisted of the following adjustments to non-operating income and expense: $5.0 million of fees related to the refinancing of our senior secured credit facility; $0.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders; $0.3 million of loan fees; $(1.5) million of currency remeasurement of our foreign operations; a $(0.1) million mark-to-market gain related to ineffectiveness of our interest rate hedge; and $(0.2) million of miscellaneous.
|
|
|
Three Months Ended March 31,
|
|||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
|||||||
U.S. Information Services:
|
|
|
|
|
|
|
|
|
|||||||
Online Data Services
|
|
$
|
182.4
|
|
|
$
|
161.0
|
|
|
$
|
21.4
|
|
|
13.3
|
%
|
Marketing Services
|
|
42.0
|
|
|
36.9
|
|
|
5.1
|
|
|
13.7
|
%
|
|||
Decision Services
|
|
57.8
|
|
|
49.0
|
|
|
8.8
|
|
|
18.0
|
%
|
|||
Total U.S. Information Services
|
|
282.2
|
|
|
247.0
|
|
|
35.2
|
|
|
14.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|
|||||||
Developed Markets
|
|
28.0
|
|
|
23.2
|
|
|
4.8
|
|
|
20.7
|
%
|
|||
Emerging Markets
|
|
55.4
|
|
|
44.6
|
|
|
10.7
|
|
|
24.1
|
%
|
|||
Total International
|
|
83.4
|
|
|
67.8
|
|
|
15.6
|
|
|
22.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total Consumer Interactive
|
|
105.0
|
|
|
106.1
|
|
|
(1.1
|
)
|
|
(1.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total revenue, gross
|
|
470.6
|
|
|
420.9
|
|
|
49.7
|
|
|
11.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Intersegment eliminations:
|
|
|
|
|
|
|
|
|
|||||||
USIS Online
|
|
(14.5
|
)
|
|
(14.3
|
)
|
|
(0.2
|
)
|
|
|
||||
International Developed Markets
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
|
||||
International Emerging Markets
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
|
||||
Consumer Interactive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Total intersegment eliminations
|
|
(15.6
|
)
|
|
(15.2
|
)
|
|
(0.4
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total revenue as reported
|
|
$
|
455.0
|
|
|
$
|
405.7
|
|
|
$
|
49.2
|
|
|
12.1
|
%
|
•
|
an increase in product costs resulting from the increase in revenue, primarily in our USIS segment;
|
•
|
an increase in labor costs as we continue to invest in key strategic growth initiatives;
|
•
|
operating costs relating to acquisitions in our USIS and International segments; and
|
•
|
the impact of strengthening foreign currencies on the expenses of our International segment,
|
•
|
savings enabled by our technology transformation and other key productivity initiatives; and
|
•
|
a decrease in product costs from a favorable shift in the mix of revenue in our Consumer Interactive segment.
|
•
|
an increase in labor costs, primarily in our USIS segment, International segment and in Corporate, attributed to higher incentive and stock-based compensation and an increase in headcount as we continue to invest in key strategic growth initiatives;
|
•
|
the benefit of focusing our marketing spend on more efficient channels in our Consumer Interactive segment.
|
|
|
Three Months Ended March 31,
|
|
|||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
|
|||||||
Gross operating income by segment:
|
|
|
|
|
|
|
|
|
|
|||||||
USIS operating income
|
|
$
|
72.3
|
|
|
$
|
30.2
|
|
|
$
|
42.1
|
|
|
139.2
|
%
|
|
International operating income
|
|
8.9
|
|
|
5.1
|
|
|
3.8
|
|
|
75.9
|
%
|
|
|||
Consumer Interactive operating income
|
|
48.0
|
|
|
40.5
|
|
|
7.5
|
|
|
18.6
|
%
|
|
|||
Corporate operating loss
|
|
(28.1
|
)
|
|
(23.8
|
)
|
|
(4.3
|
)
|
|
(18.1
|
)%
|
|
|||
Total gross operating income
|
|
$
|
101.1
|
|
|
$
|
51.9
|
|
|
$
|
49.1
|
|
|
94.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intersegment operating income eliminations:
|
|
|
|
|
|
|
|
|
|
|||||||
USIS
|
|
$
|
(14.1
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
(0.2
|
)
|
|
|
|
|
International
|
|
(0.8
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
|
|
||||
Consumer Interactive
|
|
14.9
|
|
|
14.5
|
|
|
0.4
|
|
|
|
|
||||
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
Total operating income eliminations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating Margin:
|
|
|
|
|
|
|
|
|
|
|||||||
USIS
|
|
25.6
|
%
|
|
12.2
|
%
|
|
|
|
13.4
|
%
|
|
||||
International
|
|
10.7
|
%
|
|
7.5
|
%
|
|
|
|
3.2
|
%
|
|
||||
Consumer Interactive
|
|
45.7
|
%
|
|
38.2
|
%
|
|
|
|
7.6
|
%
|
|
||||
Total operating margin
|
|
22.2
|
%
|
|
12.8
|
%
|
|
|
|
9.4
|
%
|
|
•
|
an increase in revenue in our USIS and International segments, including revenue from recent acquisitions;
|
•
|
a decrease in depreciation and amortization in our USIS segment;
|
•
|
savings enabled by our technology transformation and other key strategic growth initiatives;
|
•
|
a decrease in product costs from a favorable shift in the mix of revenue in our Consumer Interactive segment; and
|
•
|
the benefit of focusing our marketing spend on more efficient channels in our Consumer Interactive segment,
|
•
|
an increase in labor costs, primarily in our USIS segment, International segment and in Corporate, attributed to higher incentive and stock-based compensation and an increase in headcount as we continue to invest in key strategic growth initiatives;
|
•
|
an increase in product costs in our USIS segment due to the increase in revenue; and
|
•
|
operating costs from our acquisitions in our USIS and International segments.
|
|
|
Three Months Ended March 31,
|
|||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
|||||||
Interest expense
|
|
$
|
(21.5
|
)
|
|
$
|
(20.4
|
)
|
|
$
|
(1.1
|
)
|
|
(5.4
|
)%
|
Interest income
|
|
1.3
|
|
|
0.8
|
|
|
0.5
|
|
|
54.9
|
%
|
|||
Earnings from equity method investments
|
|
1.7
|
|
|
1.9
|
|
|
(0.2
|
)
|
|
(11.5
|
)%
|
|||
Other income and expense, net:
|
|
|
|
|
|
|
|
|
|||||||
Acquisition fees
|
|
(2.6
|
)
|
|
(5.6
|
)
|
|
3.0
|
|
|
52.7
|
%
|
|||
Loan fees
|
|
(5.3
|
)
|
|
(0.3
|
)
|
|
(5.0
|
)
|
|
nm
|
|
|||
Other income (expense), net
|
|
1.4
|
|
|
(1.7
|
)
|
|
3.1
|
|
|
nm
|
|
|||
Total other income and expense, net
|
|
(6.6
|
)
|
|
(7.6
|
)
|
|
0.9
|
|
|
12.4
|
%
|
|||
Non-operating income and expense
|
|
$
|
(25.1
|
)
|
|
$
|
(25.3
|
)
|
|
$
|
0.2
|
|
|
0.9
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
Change
|
||||||
Cash provided by operating activities
|
|
$
|
67.3
|
|
|
$
|
41.7
|
|
|
$
|
25.6
|
|
Cash used in investing activities
|
|
(76.2
|
)
|
|
(161.0
|
)
|
|
84.8
|
|
|||
Cash (used in) provided by financing activities
|
|
(43.4
|
)
|
|
135.9
|
|
|
(179.3
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
1.3
|
|
|
0.5
|
|
|
0.8
|
|
|||
Net change in cash and cash equivalents
|
|
$
|
(51.0
|
)
|
|
$
|
17.1
|
|
|
$
|
(68.1
|
)
|
•
|
macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets;
|
•
|
our ability to provide competitive services and prices;
|
•
|
our ability to retain or renew existing agreements with large or long-term customers;
|
•
|
our ability to maintain the security and integrity of our data;
|
•
|
our ability to deliver services timely without interruption;
|
•
|
our ability to maintain our access to data sources;
|
•
|
government regulation and changes in the regulatory environment;
|
•
|
litigation or regulatory proceedings;
|
•
|
regulatory oversight of certain “critical activities;”
|
•
|
our ability to effectively manage our costs;
|
•
|
economic and political stability in the United States and international markets where we operate;
|
•
|
our ability to effectively develop and maintain strategic alliances and joint ventures;
|
•
|
our ability to timely develop new services and the market’s willingness to adopt our new services;
|
•
|
our ability to manage and expand our operations and keep up with rapidly changing technologies;
|
•
|
our ability to make acquisitions and integrate the operations of acquired businesses;
|
•
|
our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual
|
•
|
our ability to defend our intellectual property from infringement claims by third parties;
|
•
|
the ability of our outside service providers and key vendors to fulfill their obligations to us;
|
•
|
further consolidation in our end-customer markets;
|
•
|
the increased availability of free or inexpensive consumer information;
|
•
|
losses against which we do not insure;
|
•
|
our ability to make timely payments of principal and interest on our indebtedness;
|
•
|
our ability to satisfy covenants in the agreements governing our indebtedness;
|
•
|
our ability to maintain our liquidity;
|
•
|
share repurchase plans;
|
•
|
our reliance on key management personnel; and
|
•
|
our controlling stockholders.
|
(in millions, except share and per share data)
Period
|
|
(a) Total Number of
Shares Purchased
|
|
(b) Average Price
Paid Per Share
|
|
(c) Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under
the Plans or Programs
(1)
|
||||||
January 1 to January 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
February 1 to February 28
|
|
1,850,000
|
|
|
36.90
|
|
|
1,850,000
|
|
|
$
|
231.7
|
|
|
March 1 to March 31
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
1,850,000
|
|
|
$
|
36.90
|
|
|
1,850,000
|
|
|
|
10.1
|
|
Amendment No. 12 to the Credit Agreement dated as of January 31, 2017 (incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on February 6, 2017).
|
|
|
|
31.1**
|
|
TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2**
|
|
TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32**
|
|
TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
**
|
Filed or furnished herewith.
|
|
TransUnion
|
||
|
|
|
|
April 26, 2017
|
By
|
|
/s/ Samuel A. Hamood
|
|
|
|
Samuel A. Hamood
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
April 26, 2017
|
By
|
|
/s/ Timothy Elberfeld
|
|
|
|
Timothy Elberfeld
|
|
|
|
Vice President, Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
10.1
|
|
Amendment No. 12 to the Credit Agreement dated as of January 31, 2017 (incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on February 6, 2017).
|
|
|
|
31.1**
|
|
TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2**
|
|
TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32**
|
|
TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
**
|
Filed or furnished herewith.
|
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