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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 |
|
|
|
☒
|
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)
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock,
|
$0.01 par value
|
|
TRU
|
|
New York Stock Exchange
|
|
☒
|
Yes
|
☐
|
No
|
|
☒
|
Yes
|
☐
|
No
|
|
☒
|
Large Accelerated Filer
|
☐
|
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
|
|
Page
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
194.7
|
|
|
$
|
187.4
|
|
Trade accounts receivable, net of allowance of $16.3 and $13.5
|
|
489.2
|
|
|
456.8
|
|
||
Other current assets
|
|
185.7
|
|
|
136.5
|
|
||
Current assets of discontinued operations
|
|
—
|
|
|
60.8
|
|
||
Total current assets
|
|
869.6
|
|
|
841.5
|
|
||
Property, plant and equipment, net of accumulated depreciation and amortization of $410.6 and $366.2
|
|
215.1
|
|
|
220.3
|
|
||
Goodwill
|
|
3,352.5
|
|
|
3,293.6
|
|
||
Other intangibles, net of accumulated amortization of $1,347.0 and $1,206.7
|
|
2,449.4
|
|
|
2,548.1
|
|
||
Other assets
|
|
240.7
|
|
|
136.3
|
|
||
Total assets
|
|
$
|
7,127.3
|
|
|
$
|
7,039.8
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
178.7
|
|
|
$
|
169.9
|
|
Short-term debt and current portion of long-term debt
|
|
86.4
|
|
|
71.7
|
|
||
Other current liabilities
|
|
310.6
|
|
|
284.1
|
|
||
Current liabilities of discontinued operations
|
|
—
|
|
|
22.8
|
|
||
Total current liabilities
|
|
575.7
|
|
|
548.5
|
|
||
Long-term debt
|
|
3,831.5
|
|
|
3,976.4
|
|
||
Deferred taxes
|
|
461.3
|
|
|
478.0
|
|
||
Other liabilities
|
|
150.3
|
|
|
54.7
|
|
||
Total liabilities
|
|
5,018.8
|
|
|
5,057.6
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2019 and December 31, 2018, 192.6 million and 190.0 million shares issued at June 30, 2019 and December 31, 2018, respectively, and 187.8 million shares and 185.7 million shares outstanding as of June 30, 2019 and December 31, 2018, respectively
|
|
1.9
|
|
|
1.9
|
|
||
Additional paid-in capital
|
|
1,976.4
|
|
|
1,947.3
|
|
||
Treasury stock at cost; 4.8 million and 4.2 million shares at June 30, 2019 and December 31, 2018, respectively
|
|
(177.1
|
)
|
|
(139.9
|
)
|
||
Retained earnings
|
|
506.1
|
|
|
363.1
|
|
||
Accumulated other comprehensive loss
|
|
(296.2
|
)
|
|
(282.7
|
)
|
||
Total TransUnion stockholders’ equity
|
|
2,011.1
|
|
|
1,889.7
|
|
||
Noncontrolling interests
|
|
97.4
|
|
|
92.5
|
|
||
Total stockholders’ equity
|
|
2,108.5
|
|
|
1,982.2
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,127.3
|
|
|
$
|
7,039.8
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
$
|
661.9
|
|
|
$
|
563.1
|
|
|
$
|
1,281.2
|
|
|
$
|
1,100.5
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Cost of services (exclusive of depreciation and amortization below)
|
|
216.2
|
|
|
189.1
|
|
|
424.3
|
|
|
371.4
|
|
||||
Selling, general and administrative
|
|
196.7
|
|
|
171.6
|
|
|
392.4
|
|
|
334.9
|
|
||||
Depreciation and amortization
|
|
89.2
|
|
|
68.0
|
|
|
182.7
|
|
|
134.6
|
|
||||
Total operating expenses
|
|
502.2
|
|
|
428.7
|
|
|
999.4
|
|
|
840.9
|
|
||||
Operating income
|
|
159.7
|
|
|
134.4
|
|
|
281.8
|
|
|
259.6
|
|
||||
Non-operating income and (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(45.2
|
)
|
|
(25.9
|
)
|
|
(90.2
|
)
|
|
(48.5
|
)
|
||||
Interest income
|
|
1.8
|
|
|
1.4
|
|
|
3.3
|
|
|
2.1
|
|
||||
Earnings from equity method investments
|
|
3.3
|
|
|
2.9
|
|
|
7.1
|
|
|
5.2
|
|
||||
Other income and (expense), net
|
|
26.7
|
|
|
(39.7
|
)
|
|
19.9
|
|
|
(42.3
|
)
|
||||
Total non-operating income and (expense)
|
|
(13.4
|
)
|
|
(61.3
|
)
|
|
(59.9
|
)
|
|
(83.5
|
)
|
||||
Income from continuing operations before income taxes
|
|
146.3
|
|
|
73.1
|
|
|
221.8
|
|
|
176.1
|
|
||||
Provision for income taxes
|
|
(39.4
|
)
|
|
(15.8
|
)
|
|
(39.9
|
)
|
|
(43.5
|
)
|
||||
Income from continuing operations
|
|
107.0
|
|
|
57.3
|
|
|
181.9
|
|
|
132.6
|
|
||||
Discontinued operations, net of tax
|
|
(3.0
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
||||
Net income
|
|
104.0
|
|
|
57.3
|
|
|
177.3
|
|
|
132.6
|
|
||||
Less: net income attributable to the noncontrolling interests
|
|
(2.5
|
)
|
|
(2.3
|
)
|
|
(4.9
|
)
|
|
(4.5
|
)
|
||||
Net income attributable to TransUnion
|
|
$
|
101.5
|
|
|
$
|
55.0
|
|
|
$
|
172.4
|
|
|
$
|
128.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
107.0
|
|
|
$
|
57.3
|
|
|
$
|
181.9
|
|
|
$
|
132.6
|
|
Less: income from continuing operations attributable to noncontrolling
interests |
|
(2.5
|
)
|
|
(2.3
|
)
|
|
(4.9
|
)
|
|
(4.5
|
)
|
||||
Income from continuing operations attributable to TransUnion
|
|
104.5
|
|
|
55.0
|
|
|
177.0
|
|
|
128.2
|
|
||||
Discontinued operations, net of tax
|
|
(3.0
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
||||
Net income attributable to TransUnion
|
|
$
|
101.5
|
|
|
$
|
55.0
|
|
|
$
|
172.4
|
|
|
$
|
128.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share from:
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations attributable to TransUnion
|
|
$
|
0.56
|
|
|
$
|
0.30
|
|
|
$
|
0.95
|
|
|
$
|
0.70
|
|
Discontinued operations, net of tax
|
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Net Income attributable to TransUnion
|
|
$
|
0.54
|
|
|
$
|
0.30
|
|
|
$
|
0.92
|
|
|
$
|
0.70
|
|
Diluted earnings per common share from:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to TransUnion
|
|
$
|
0.55
|
|
|
$
|
0.29
|
|
|
$
|
0.93
|
|
|
$
|
0.67
|
|
Discontinued operations, net of tax
|
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Net Income attributable to TransUnion
|
|
$
|
0.53
|
|
|
$
|
0.29
|
|
|
$
|
0.90
|
|
|
$
|
0.67
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
187.5
|
|
|
184.3
|
|
|
187.1
|
|
|
184.0
|
|
||||
Diluted
|
|
191.3
|
|
|
190.8
|
|
|
191.2
|
|
|
190.5
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
104.0
|
|
|
$
|
57.3
|
|
|
$
|
177.3
|
|
|
$
|
132.6
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
(42.5
|
)
|
|
(80.9
|
)
|
|
23.9
|
|
|
(65.9
|
)
|
||||
(Expense) benefit for income taxes
|
|
(0.1
|
)
|
|
0.7
|
|
|
(0.3
|
)
|
|
0.1
|
|
||||
Foreign currency translation, net
|
|
(42.6
|
)
|
|
(80.2
|
)
|
|
23.6
|
|
|
(65.8
|
)
|
||||
Hedge instruments:
|
|
|
|
|
|
|
|
|
||||||||
Net change on interest rate cap
|
|
(7.1
|
)
|
|
4.2
|
|
|
(11.7
|
)
|
|
14.1
|
|
||||
Net change on interest rate swap
|
|
(24.3
|
)
|
|
—
|
|
|
(38.1
|
)
|
|
—
|
|
||||
Cumulative effect of adopting ASU 2017-12
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Benefit (expense) for income taxes
|
|
7.9
|
|
|
(1.0
|
)
|
|
12.4
|
|
|
(3.5
|
)
|
||||
Hedge instruments, net
|
|
(23.5
|
)
|
|
3.2
|
|
|
(36.4
|
)
|
|
10.6
|
|
||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized loss
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Benefit for income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale debt securities, net
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
|
(66.1
|
)
|
|
(77.1
|
)
|
|
(12.8
|
)
|
|
(55.3
|
)
|
||||
Comprehensive income
|
|
37.9
|
|
|
(19.8
|
)
|
|
164.5
|
|
|
77.3
|
|
||||
Less: comprehensive income (loss) attributable to noncontrolling interests
|
|
(3.2
|
)
|
|
0.9
|
|
|
(5.7
|
)
|
|
(1.4
|
)
|
||||
Comprehensive income (loss) attributable to TransUnion
|
|
$
|
34.7
|
|
|
$
|
(18.9
|
)
|
|
$
|
158.8
|
|
|
$
|
75.9
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
177.3
|
|
|
$
|
132.6
|
|
Add: loss from discontinued operations, net of tax
|
|
4.6
|
|
|
—
|
|
||
Income from continuing operations
|
|
181.9
|
|
|
132.6
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
182.7
|
|
|
134.6
|
|
||
Loss on debt financing transactions
|
|
0.8
|
|
|
11.9
|
|
||
Amortization and (gain) loss on fair value of hedge instrument
|
|
—
|
|
|
(0.7
|
)
|
||
Net (gain) impairment from adjustments to the carrying value of investments in nonconsolidated affiliates
|
|
(22.6
|
)
|
|
1.4
|
|
||
Equity in net income of affiliates, net of dividends
|
|
1.4
|
|
|
(0.2
|
)
|
||
Deferred taxes
|
|
0.1
|
|
|
(8.9
|
)
|
||
Amortization of discount and deferred financing fees
|
|
3.2
|
|
|
1.6
|
|
||
Stock-based compensation
|
|
16.6
|
|
|
21.3
|
|
||
Payment of contingent obligation
|
|
(0.4
|
)
|
|
—
|
|
||
Provision for losses on trade accounts receivable
|
|
5.6
|
|
|
3.4
|
|
||
Other
|
|
1.2
|
|
|
1.8
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Trade accounts receivable
|
|
(32.6
|
)
|
|
(46.6
|
)
|
||
Other current and long-term assets
|
|
(34.8
|
)
|
|
(17.4
|
)
|
||
Trade accounts payable
|
|
6.1
|
|
|
25.9
|
|
||
Other current and long-term liabilities
|
|
(0.9
|
)
|
|
(30.2
|
)
|
||
Cash provided by operating activities of continuing operations
|
|
308.3
|
|
|
230.5
|
|
||
Cash used in operating activities of discontinued operations
|
|
(7.3
|
)
|
|
—
|
|
||
Cash provided by operating activities
|
|
301.0
|
|
|
230.5
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(88.0
|
)
|
|
(70.4
|
)
|
||
Proceeds from sale of trading securities
|
|
3.3
|
|
|
1.8
|
|
||
Purchases of trading securities
|
|
(1.7
|
)
|
|
(1.8
|
)
|
||
Proceeds from sale of other investments
|
|
10.5
|
|
|
4.5
|
|
||
Purchases of other investments
|
|
(19.8
|
)
|
|
(14.1
|
)
|
||
Acquisitions and purchases of noncontrolling interests, net of cash acquired
|
|
(45.9
|
)
|
|
(1,801.2
|
)
|
||
Proceeds from disposals of discontinued operations, net of cash on hand
|
|
40.3
|
|
|
(0.5
|
)
|
||
Other
|
|
(6.5
|
)
|
|
—
|
|
||
Cash used in investing activities
|
|
(107.8
|
)
|
|
(1,881.7
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from Senior Secured Term Loan B-4
|
|
—
|
|
|
1,000.0
|
|
||
Proceeds from Senior Secured Term Loan A-2
|
|
—
|
|
|
800.0
|
|
||
Proceeds from senior secured revolving line of credit
|
|
—
|
|
|
125.0
|
|
||
Payments of senior secured revolving line of credit
|
|
—
|
|
|
(135.0
|
)
|
||
Repayments of debt
|
|
(133.9
|
)
|
|
(24.2
|
)
|
||
Debt financing fees
|
|
—
|
|
|
(33.6
|
)
|
||
Proceeds from issuance of common stock and exercise of stock options
|
|
12.8
|
|
|
14.1
|
|
||
Dividends to shareholders
|
|
(28.5
|
)
|
|
(13.8
|
)
|
||
Distributions to noncontrolling interests
|
|
(0.8
|
)
|
|
(0.1
|
)
|
||
Employee taxes paid on restricted stock units recorded as treasury stock
|
|
(36.9
|
)
|
|
(0.5
|
)
|
||
Cash (used in) provided by financing activities
|
|
(187.3
|
)
|
|
1,731.9
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1.4
|
|
|
(4.2
|
)
|
||
Net change in cash and cash equivalents
|
|
7.3
|
|
|
76.5
|
|
||
Cash and cash equivalents, beginning of period
|
|
187.4
|
|
|
115.8
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
194.7
|
|
|
$
|
192.3
|
|
|
|
Common Stock
|
|
Paid-In
Capital |
|
Treasury
Stock |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance, December 31, 2017
|
|
183.2
|
|
|
$
|
1.9
|
|
|
$
|
1,863.5
|
|
|
$
|
(138.8
|
)
|
|
$
|
137.4
|
|
|
$
|
(135.3
|
)
|
|
$
|
95.9
|
|
|
$
|
1,824.6
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.1
|
|
|
—
|
|
|
2.3
|
|
|
75.4
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
0.1
|
|
|
21.8
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|||||||
Employee share purchase plan
|
|
0.1
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|||||||
Exercise of stock options
|
|
0.7
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|||||||
Treasury stock purchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||
Cumulative effect of adopting Topic 606, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(6.1
|
)
|
|||||||
Cumulative effect of adopting ASC 2016-16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||||
Balance, March 31, 2018
|
|
184.0
|
|
|
1.9
|
|
|
1,882.5
|
|
|
(139.2
|
)
|
|
202.3
|
|
|
(113.6
|
)
|
|
98.2
|
|
|
1,932.1
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.0
|
|
|
—
|
|
|
2.3
|
|
|
57.3
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73.9
|
)
|
|
(3.2
|
)
|
|
(77.1
|
)
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
Noncontrolling interests of acquired businesses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|||||||
Exercise of stock options
|
|
0.7
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||||
Treasury stock purchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
Dividends to shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|
(14.1
|
)
|
|||||||
Balance, June 30, 2018
|
|
184.7
|
|
|
$
|
1.9
|
|
|
$
|
1,898.7
|
|
|
$
|
(139.3
|
)
|
|
$
|
243.2
|
|
|
$
|
(187.5
|
)
|
|
$
|
97.3
|
|
|
$
|
1,914.3
|
|
|
|
Common Stock
|
|
Paid-In
Capital |
|
Treasury
Stock |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance, December 31, 2018
|
|
185.7
|
|
|
$
|
1.9
|
|
|
$
|
1,947.3
|
|
|
$
|
(139.9
|
)
|
|
$
|
363.1
|
|
|
$
|
(282.7
|
)
|
|
$
|
92.5
|
|
|
$
|
1,982.2
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.9
|
|
|
—
|
|
|
2.4
|
|
|
73.4
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.2
|
|
|
0.1
|
|
|
53.3
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|||||||
Employee share purchase plan
|
|
0.1
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|||||||
Exercise of stock options
|
|
0.5
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||||
Vesting of restricted stock units
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury stock purchased
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(37.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.1
|
)
|
|||||||
Dividends to shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|||||||
Cumulative effect of adopting ASU 2017-12
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||||
Balance, March 31, 2019
|
|
187.3
|
|
|
1.9
|
|
|
1,967.6
|
|
|
(177.0
|
)
|
|
418.8
|
|
|
(229.4
|
)
|
|
95.0
|
|
|
2,076.9
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101.5
|
|
|
—
|
|
|
2.5
|
|
|
104.0
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.8
|
)
|
|
0.7
|
|
|
(66.1
|
)
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|||||||
Exercise of stock options
|
|
0.5
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||||
Treasury stock purchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
Dividends to shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|||||||
Balance, June 30, 2019
|
|
187.8
|
|
|
$
|
1.9
|
|
|
$
|
1,976.4
|
|
|
$
|
(177.1
|
)
|
|
$
|
506.1
|
|
|
$
|
(296.2
|
)
|
|
$
|
97.4
|
|
|
$
|
2,108.5
|
|
(in millions)
|
|
Fair Value
|
||
Trade accounts receivable
|
|
$
|
20.8
|
|
Property and equipment
|
|
3.2
|
|
|
Goodwill
(1)
|
|
757.1
|
|
|
Identifiable intangible assets
|
|
720.1
|
|
|
All other assets
|
|
55.0
|
|
|
Assets of discontinued operations
(2)
|
|
57.1
|
|
|
Total assets acquired
|
|
1,613.3
|
|
|
|
|
|
||
All other liabilities
|
|
(185.5
|
)
|
|
Liabilities of discontinued operations
(2)
|
|
(19.6
|
)
|
|
Net assets of the acquired company
|
|
$
|
1,408.2
|
|
(1)
|
For tax purposes,
none
of the goodwill is tax deductible.
|
(2)
|
We have categorized certain businesses of Callcredit as discontinued operations in our consolidated financial statements. As of
June 30, 2019
, we have disposed of all of these businesses.
|
(in millions)
|
|
Estimated Useful Life
|
|
Fair Value
|
||
Database and credit files
|
|
15 years
|
|
$
|
502.0
|
|
Customer relationships
|
|
15 years
|
|
155.0
|
|
|
Technology and software
|
|
5 years
|
|
62.4
|
|
|
Trademarks
|
|
2 years
|
|
0.7
|
|
|
Total identifiable assets
|
|
|
|
$
|
720.1
|
|
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading securities
|
|
$
|
12.0
|
|
|
$
|
9.7
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
Available-for-sale debt securities
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
||||
Interest rate caps
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
||||
Total
|
|
$
|
17.2
|
|
|
$
|
9.7
|
|
|
$
|
7.5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||||
Interest rate swaps
|
|
$
|
(48.9
|
)
|
|
$
|
—
|
|
|
$
|
(48.9
|
)
|
|
$
|
—
|
|
Contingent consideration
|
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
||||
Total
|
|
$
|
(56.5
|
)
|
|
$
|
—
|
|
|
$
|
(48.9
|
)
|
|
$
|
(7.6
|
)
|
(in millions)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Prepaid expenses
|
|
$
|
89.5
|
|
|
$
|
77.1
|
|
Other investments
|
|
43.9
|
|
|
23.6
|
|
||
Income taxes receivable
|
|
17.9
|
|
|
5.5
|
|
||
Other receivable
|
|
14.8
|
|
|
14.3
|
|
||
Marketable securities
|
|
3.0
|
|
|
2.9
|
|
||
Contract assets
|
|
2.0
|
|
|
1.0
|
|
||
Deferred financing fees
|
|
0.6
|
|
|
0.6
|
|
||
Other
|
|
14.0
|
|
|
11.5
|
|
||
Total other current assets
|
|
$
|
185.7
|
|
|
$
|
136.5
|
|
(in millions)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Investments in nonconsolidated affiliates
|
|
$
|
128.9
|
|
|
$
|
81.9
|
|
Right-of-use lease assets
|
|
76.6
|
|
|
—
|
|
||
Marketable securities
|
|
12.0
|
|
|
12.4
|
|
||
Other investments
|
|
4.7
|
|
|
12.4
|
|
||
Deposits
|
|
4.2
|
|
|
3.8
|
|
||
Notes receivable from affiliated companies
|
|
4.0
|
|
|
1.0
|
|
||
Interest rate caps
|
|
2.2
|
|
|
16.5
|
|
||
Deferred financing fees
|
|
1.3
|
|
|
1.6
|
|
||
Other
|
|
6.8
|
|
|
6.7
|
|
||
Total other assets
|
|
$
|
240.7
|
|
|
$
|
136.3
|
|
(in millions)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Equity method investments
|
|
$
|
43.7
|
|
|
$
|
44.0
|
|
Cost Method Investments
|
|
85.2
|
|
|
37.9
|
|
||
Total investments in nonconsolidated affiliates
|
|
$
|
128.9
|
|
|
$
|
81.9
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Earnings from equity method investments
|
|
3.3
|
|
|
2.9
|
|
|
7.1
|
|
|
5.2
|
|
Dividends received from equity method investments
|
|
8.0
|
|
|
4.3
|
|
|
8.5
|
|
|
5.0
|
|
|
||||||||
(in millions)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Deferred revenue
|
|
$
|
93.5
|
|
|
$
|
73.1
|
|
Accrued payroll
|
|
75.3
|
|
|
102.5
|
|
||
Accrued legal and regulatory
|
|
36.5
|
|
|
33.2
|
|
||
Income taxes payable
|
|
24.9
|
|
|
17.0
|
|
||
Accrued employee benefits
|
|
23.9
|
|
|
35.1
|
|
||
Operating lease liabilities
|
|
19.2
|
|
|
—
|
|
||
Accrued interest
|
|
4.0
|
|
|
2.5
|
|
||
Contingent consideration
|
|
7.6
|
|
|
1.2
|
|
||
Other
|
|
25.7
|
|
|
19.5
|
|
||
Total other current liabilities
|
|
$
|
310.6
|
|
|
$
|
284.1
|
|
(in millions)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Operating lease liabilities
|
|
$
|
63.4
|
|
|
$
|
—
|
|
Interest rate swap
|
|
48.9
|
|
|
10.7
|
|
||
Unrecognized tax benefits
|
|
19.8
|
|
|
19.6
|
|
||
Retirement benefits
|
|
12.7
|
|
|
10.2
|
|
||
Income tax payable
|
|
1.9
|
|
|
5.0
|
|
||
Deferred revenue
|
|
2.9
|
|
|
0.9
|
|
||
Contingent consideration
|
|
—
|
|
|
0.1
|
|
||
Other
|
|
0.7
|
|
|
8.2
|
|
||
Total other liabilities
|
|
$
|
150.3
|
|
|
$
|
54.7
|
|
(in millions)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Senior Secured Term Loan B-3, payable in quarterly installments through April 9, 2023, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $4.0 million and $3.7 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $5.0 million and $4.6 million, respectively, at December 31, 2018
|
|
$
|
1,783.9
|
|
|
$
|
1,892.0
|
|
Senior Secured Term Loan A-2, payable in quarterly installments through August 9, 2022, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.15% at June 30, 2019, and 4.27% at December 31, 2018), net of original issue discount and deferred financing fees of $2.4 million and $3.1 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.8 million and $3.6 million, respectively, at December 31, 2018
|
|
1,151.9
|
|
|
1,166.0
|
|
||
Senior Secured Term Loan B-4, payable in quarterly installments through June 19, 2025, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $2.2 million and $9.9 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.3 million and $10.7 million, respectively, at December 31, 2018
|
|
977.9
|
|
|
982.0
|
|
||
Senior Secured Revolving Line of Credit
|
|
—
|
|
|
—
|
|
||
Other notes payable
|
|
3.6
|
|
|
7.3
|
|
||
Finance leases
|
|
0.6
|
|
|
0.8
|
|
||
Total debt
|
|
3,917.9
|
|
|
4,048.1
|
|
||
Less short-term debt and current portion of long-term debt
|
|
(86.4
|
)
|
|
(71.7
|
)
|
||
Total long-term debt
|
|
$
|
3,831.5
|
|
|
$
|
3,976.4
|
|
(in millions)
|
|
June 30,
2019 |
||
2019
|
|
$
|
37.7
|
|
2020
|
|
93.7
|
|
|
2021
|
|
89.9
|
|
|
2022
|
|
1,044.9
|
|
|
2023
|
|
1,732.1
|
|
|
Thereafter
|
|
945.0
|
|
|
Unamortized original issue discounts and deferred financing fees
|
|
(25.4
|
)
|
|
Total debt
|
|
$
|
3,917.9
|
|
(in millions)
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019
|
|
$
|
10.8
|
|
|
$
|
0.3
|
|
|
$
|
11.1
|
|
2020
|
|
22.6
|
|
|
0.3
|
|
|
22.9
|
|
|||
2021
|
|
18.8
|
|
|
0.1
|
|
|
18.9
|
|
|||
2022
|
|
11.8
|
|
|
—
|
|
|
11.8
|
|
|||
2023
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
|||
Thereafter
|
|
23.5
|
|
|
—
|
|
|
23.5
|
|
|||
Less imputed interest
|
|
(14.6
|
)
|
|
(0.1
|
)
|
|
(14.7
|
)
|
|||
Totals
|
|
$
|
82.6
|
|
|
$
|
0.6
|
|
|
$
|
83.2
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||||||
(in millions, except per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income from continuing operations
|
|
$
|
107.0
|
|
|
$
|
57.3
|
|
|
$
|
181.9
|
|
|
$
|
132.6
|
|
Less: income from continuing operations attributable to noncontrolling
interests |
|
(2.5
|
)
|
|
(2.3
|
)
|
|
(4.9
|
)
|
|
(4.5
|
)
|
||||
Income from continuing operations attributable to TransUnion
|
|
104.5
|
|
|
55.0
|
|
|
177.0
|
|
|
128.2
|
|
||||
Discontinued operations, net of tax
(1)
|
|
(3.0
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
||||
Net income attributable to TransUnion
|
|
$
|
101.5
|
|
|
$
|
55.0
|
|
|
$
|
172.4
|
|
|
$
|
128.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share from:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to TransUnion
|
|
$
|
0.56
|
|
|
$
|
0.30
|
|
|
$
|
0.95
|
|
|
$
|
0.70
|
|
Discontinued operations, net of tax
|
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Net Income attributable to TransUnion
|
|
$
|
0.54
|
|
|
$
|
0.30
|
|
|
$
|
0.92
|
|
|
$
|
0.70
|
|
Diluted earnings per common share from:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to TransUnion
|
|
$
|
0.55
|
|
|
$
|
0.29
|
|
|
$
|
0.93
|
|
|
$
|
0.67
|
|
Discontinued operations, net of tax
|
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Net Income attributable to TransUnion
|
|
$
|
0.53
|
|
|
$
|
0.29
|
|
|
$
|
0.90
|
|
|
$
|
0.67
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
187.5
|
|
|
184.3
|
|
|
187.1
|
|
|
184.0
|
|
||||
Diluted
|
|
191.3
|
|
|
190.8
|
|
|
191.2
|
|
|
190.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock-based awards outstanding
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
(1)
|
Discontinued operations for the
three and six months ended June 30, 2018
rounds to
zero
. As a result of displaying amounts in millions, there is a rounding difference in the six months ended June 30, 2018.
|
•
|
Financial Services:
The financial services vertical consists of our consumer lending, mortgage, auto and cards and payments lines of business. Our financial services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.
|
•
|
Emerging Verticals:
Emerging verticals include healthcare, insurance, collections, property management, public sector and other diversified markets. Our solutions in these verticals are similar to the solutions in our financial services vertical and also address the entire customer lifecycle. We offer onboarding and retention solutions, transaction processing products, scoring products, marketing solutions, analytics and consulting, identity management and fraud solutions, and revenue optimization and collections solutions.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Markets:
|
|
|
|
|
|
|
|
|
||||||||
Financial Services
|
|
$
|
213.0
|
|
|
$
|
192.6
|
|
|
$
|
402.1
|
|
|
$
|
375.2
|
|
Emerging Verticals
|
|
192.9
|
|
|
165.6
|
|
|
372.6
|
|
|
325.3
|
|
||||
Total U.S. Markets
|
|
405.9
|
|
|
358.2
|
|
|
774.7
|
|
|
700.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
International:
|
|
|
|
|
|
|
|
|
||||||||
Canada
|
|
25.4
|
|
|
24.2
|
|
|
48.4
|
|
|
45.9
|
|
||||
Latin America
|
|
26.2
|
|
|
25.8
|
|
|
51.5
|
|
|
51.0
|
|
||||
United Kingdom
|
|
46.6
|
|
|
7.7
|
|
|
88.8
|
|
|
7.7
|
|
||||
Africa
|
|
14.0
|
|
|
15.6
|
|
|
29.0
|
|
|
32.6
|
|
||||
India
|
|
24.9
|
|
|
18.9
|
|
|
52.6
|
|
|
39.1
|
|
||||
Asia Pacific
|
|
14.0
|
|
|
14.1
|
|
|
26.8
|
|
|
26.0
|
|
||||
Total International
|
|
151.1
|
|
|
106.3
|
|
|
297.1
|
|
|
202.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total Consumer Interactive
|
|
123.6
|
|
|
117.6
|
|
|
246.9
|
|
|
235.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total revenue, gross
|
|
$
|
680.5
|
|
|
$
|
582.1
|
|
|
$
|
1,318.7
|
|
|
$
|
1,138.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
Intersegment revenue eliminations:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Markets
|
|
$
|
(17.2
|
)
|
|
$
|
(17.5
|
)
|
|
$
|
(34.7
|
)
|
|
$
|
(34.9
|
)
|
International
|
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(2.5
|
)
|
|
(2.6
|
)
|
||||
Consumer Interactive
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
||||
Total intersegment eliminations
|
|
(18.6
|
)
|
|
(19.0
|
)
|
|
(37.5
|
)
|
|
(37.8
|
)
|
||||
Total revenue as reported
|
|
$
|
661.9
|
|
|
$
|
563.1
|
|
|
$
|
1,281.2
|
|
|
$
|
1,100.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
||||||||
U.S. Markets
|
|
$
|
175.4
|
|
|
$
|
147.9
|
|
|
$
|
317.5
|
|
|
$
|
281.2
|
|
International
|
|
59.6
|
|
|
41.2
|
|
|
124.5
|
|
|
74.3
|
|
||||
Consumer Interactive
|
|
59.1
|
|
|
58.0
|
|
|
119.3
|
|
|
114.9
|
|
||||
Corporate
|
|
(30.4
|
)
|
|
(26.4
|
)
|
|
(58.7
|
)
|
|
(47.1
|
)
|
||||
Consolidated Adjusted EBITDA
|
|
$
|
263.7
|
|
|
$
|
220.6
|
|
|
$
|
502.6
|
|
|
$
|
423.3
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to TransUnion
|
|
$
|
101.5
|
|
|
$
|
55.0
|
|
|
$
|
172.4
|
|
|
$
|
128.1
|
|
Discontinued operations
|
|
3.0
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
||||
Net income from continuing operations attributable to TransUnion
|
|
104.5
|
|
|
55.0
|
|
|
177.0
|
|
|
128.2
|
|
||||
Net interest expense
|
|
43.4
|
|
|
24.5
|
|
|
86.9
|
|
|
46.4
|
|
||||
Provision (benefit) for income taxes
|
|
39.4
|
|
|
15.8
|
|
|
39.9
|
|
|
43.5
|
|
||||
Depreciation and amortization
|
|
89.2
|
|
|
68.0
|
|
|
182.7
|
|
|
134.6
|
|
||||
EBITDA
|
|
276.4
|
|
|
163.4
|
|
|
486.5
|
|
|
352.6
|
|
||||
Adjustments to EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Acquisition revenue-related adjustments
|
|
1.7
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
||||
Stock-based compensation
|
|
8.2
|
|
|
16.0
|
|
|
20.9
|
|
|
26.9
|
|
||||
Mergers and acquisitions, divestitures and business optimization
|
|
(23.9
|
)
|
|
25.9
|
|
|
(12.6
|
)
|
|
29.2
|
|
||||
Other
|
|
1.3
|
|
|
15.3
|
|
|
1.9
|
|
|
14.7
|
|
||||
Total adjustments to EBITDA
|
|
(12.7
|
)
|
|
57.2
|
|
|
16.2
|
|
|
70.7
|
|
||||
Consolidated Adjusted EBITDA
|
|
$
|
263.7
|
|
|
$
|
220.6
|
|
|
$
|
502.6
|
|
|
$
|
423.3
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S. Markets
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
International
|
|
2.7
|
|
|
2.3
|
|
|
5.8
|
|
|
3.9
|
|
||||
Total
|
|
$
|
3.3
|
|
|
$
|
2.9
|
|
|
$
|
7.1
|
|
|
$
|
5.2
|
|
•
|
The U.S. Markets segment provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a
|
•
|
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 services, decisioning capabilities, 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.
|
•
|
The Consumer Interactive segment 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.
|
•
|
On May 22, 2019, we acquired 100% of the equity of TruSignal, Inc. (“TruSignal”). TruSignal is an innovative leader in people-based marketing technology for Fortune 500 brands, agencies, platforms, publishers and data owners. TruSignal uses predictive scoring, powered by artificial intelligence, to make big data actionable for one-to-one addressable marketing. The results of operations of TruSignal, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.
|
•
|
On April 16, 2019, we acquired a noncontrolling interest in the outstanding equity of Payfone, Inc. (“Payfone”). Payfone leverages mobile network data from a comprehensive set of providers and applies proprietary technology and solutions to determine if the device is being used by its rightful owner. We will record any future dividends in other income and expense when received. We measure our investment in Payfone at our initial cost, minus any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments in Payfone, with any adjustments recorded in other income and expense.
|
•
|
On April 15, 2019, we increased our noncontrolling interest investment in SavvyMoney, Inc. (“SavvyMoney”). We had previously increased our noncontrolling interest investment in SavvyMoney on June 22, 2018. Our initial investment in SavvyMoney was made on August 30, 2016. SavvyMoney is a provider of credit information services for bank and credit union users. We will record any future dividends in other income and expense when received. We measure our investment in SavvyMoney at our initial cost, minus any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments in SavvyMoney, with any adjustments recorded in other income and expense.
|
•
|
On October 15, 2018, we acquired 100% of the equity of Rubixis, Inc. (“Rubixis”). Rubixis is an innovative healthcare revenue cycle solutions company that helps providers maximize reimbursement from insurance payers. Rubixis brings specialized expertise in the management of denials and underpayments, two significant pain points for healthcare providers. The results of operations of Rubixis, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.
|
•
|
On June 29, 2018, we acquired 100% of the equity of iovation, Inc. (“iovation”). iovation is a provider of advanced device identity and consumer authentication services that helps businesses and consumers safely transact in a digital world. The results of operations of iovation, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.
|
•
|
On June 19, 2018, we acquired 100% of the equity of Callcredit Information Group, Ltd. (“Callcredit”). Callcredit is a United Kingdom-based information solutions company founded in 2000 that provides data, analytics and technology solutions to help businesses and consumers make informed decisions. The results of operations of Callcredit have been included as part of our International segment in our consolidated statements of income since the date of the acquisition. See Part I, Item I, “Notes to Unaudited Consolidated Financial Statements,” Note 2, “Business Acquisitions,” for further information about this acquisition.
|
•
|
On June 1, 2018, we acquired 100% of the equity of Healthcare Payment Specialists, LLC (“HPS”). HPS provides expertise and technology solutions to help medical care providers maximize Medicare reimbursements. The results of operations of HPS, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.
|
•
|
Financial Services:
The financial services vertical consists of our consumer lending, mortgage, auto and cards and payments lines of business. Our financial services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle: customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification, and authentication and debt recovery solutions.
|
•
|
Emerging Verticals:
Emerging verticals include healthcare, insurance, collections, property management, public sector and other diversified markets. Our solutions in these verticals are similar to the solutions in our financial services vertical and also address the entire customer lifecycle. We offer onboarding and retention solutions, transaction processing products, scoring products, marketing solutions, analytics and consulting, identity management and fraud solutions, and revenue optimization and collections solutions.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
||||||||||||||
U.S. Markets Adjusted EBITDA
|
|
$
|
175.4
|
|
|
$
|
147.9
|
|
|
$
|
27.6
|
|
|
18.6
|
%
|
|
$
|
317.5
|
|
|
$
|
281.2
|
|
|
$
|
36.2
|
|
|
12.9
|
%
|
International Adjusted EBITDA
|
|
59.6
|
|
|
41.2
|
|
|
18.4
|
|
|
44.5
|
%
|
|
124.5
|
|
|
74.3
|
|
|
50.3
|
|
|
67.7
|
%
|
||||||
Consumer Interactive Adjusted EBITDA
|
|
59.1
|
|
|
58.0
|
|
|
1.1
|
|
|
1.9
|
%
|
|
119.3
|
|
|
114.9
|
|
|
4.4
|
|
|
3.9
|
%
|
||||||
Corporate
|
|
(30.4
|
)
|
|
(26.4
|
)
|
|
(4.0
|
)
|
|
(14.9
|
)%
|
|
(58.7
|
)
|
|
(47.1
|
)
|
|
(11.6
|
)
|
|
(24.6
|
)%
|
||||||
Consolidated Adjusted EBITDA
(2)
|
|
$
|
263.7
|
|
|
$
|
220.6
|
|
|
$
|
43.1
|
|
|
19.5
|
%
|
|
$
|
502.6
|
|
|
$
|
423.3
|
|
|
$
|
79.4
|
|
|
18.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash provided by operating activities of continuing operations
|
|
$
|
182.1
|
|
|
$
|
129.5
|
|
|
$
|
52.6
|
|
|
40.6
|
%
|
|
$
|
308.3
|
|
|
$
|
230.5
|
|
|
$
|
77.8
|
|
|
33.8
|
%
|
Capital expenditures
|
|
$
|
46.1
|
|
|
$
|
43.5
|
|
|
$
|
2.6
|
|
|
6.0
|
%
|
|
$
|
88.0
|
|
|
$
|
70.4
|
|
|
$
|
17.6
|
|
|
25.0
|
%
|
1.
|
This adjustment represents certain non-cash adjustments related to acquired entities, predominantly adjustments to increase revenue resulting from purchase accounting reductions to deferred revenue we record on the opening balance sheets of acquired entities. Deferred revenue results when a company receives payment in advance of fulfilling their performance obligations under contracts. Business combination accounting rules require us to record deferred revenue of acquired entities at fair value if we are obligated to perform any future services under these contracts. The fair value of this deferred revenue is determined based on the direct and indirect incremental costs of fulfilling our performance obligations under these contracts, plus a normal profit margin. Generally, this fair value calculation results in a reduction to the purchased deferred revenue balance. The above adjustment includes an estimate for the increase in revenue equal to the difference between what the acquired entities would have recorded as revenue and the lower revenue we record as a result of the reduced deferred revenue balance. This increase is partially offset by an estimated decrease to revenue for certain acquired non-core customer contracts that are not classified as discontinued operations that will expire within approximately one year from the date of acquisition. We present Adjusted Revenue as a supplemental measure of our revenue because we believe it provides meaningful information regarding our revenue and provides a basis to compare revenue between periods. In addition, our board of directors and executive management team use Adjusted Revenue as a compensation measure under our incentive compensation plans. The table above provides a reconciliation for revenue to Adjusted Revenue.
|
2.
|
We define Adjusted Revenue as GAAP revenue adjusted for certain acquisition-related deferred revenue and non-core contract-related revenue. We define Adjusted EBITDA 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 Revenue as a supplemental measure of revenue because we believe it provides a basis to compare revenue between periods. 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. The table above provides a reconciliation from our net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA for the
three and six months ended June 30, 2019
and
2018
.
|
3.
|
Consisted of stock-based compensation and cash-settled stock-based compensation.
|
4.
|
For the
three months ended June 30, 2019
, consisted of the following adjustments: a $(31.2) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(0.9) million adjustment to contingent consideration expense from previous acquisitions; a $(0.2) million reimbursement for transition services provided to the buyers of certain of our discontinued operations; $4.4 million of Callcredit integration costs; a $3.3 million loss on the impairment of a Cost Method investment; and $0.8 million of acquisition expenses.
|
5.
|
For the
three months ended June 30, 2019
, consisted of the following adjustments: $0.8 million of deferred loan fees written off as a result of the prepayments on our debt; $0.6 million of loan fees; and $(0.1) from currency remeasurement.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
||||||||||||||
U.S. Markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Financial Services
|
|
$
|
213.0
|
|
|
$
|
192.6
|
|
|
$
|
20.4
|
|
|
10.6
|
%
|
|
$
|
402.1
|
|
|
$
|
375.2
|
|
|
$
|
26.9
|
|
|
7.2
|
%
|
Emerging Verticals
|
|
192.9
|
|
|
165.6
|
|
|
27.3
|
|
|
16.5
|
%
|
|
372.6
|
|
|
325.3
|
|
|
47.2
|
|
|
14.5
|
%
|
||||||
U.S. Markets gross revenue
|
|
405.9
|
|
|
358.2
|
|
|
47.7
|
|
|
13.3
|
%
|
|
774.7
|
|
|
700.5
|
|
|
74.1
|
|
|
10.6
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
International:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Canada
|
|
25.4
|
|
|
24.2
|
|
|
1.1
|
|
|
4.7
|
%
|
|
48.4
|
|
|
45.9
|
|
|
2.4
|
|
|
5.3
|
%
|
||||||
Latin America
|
|
26.2
|
|
|
25.8
|
|
|
0.5
|
|
|
1.8
|
%
|
|
51.5
|
|
|
51.0
|
|
|
0.6
|
|
|
1.1
|
%
|
||||||
United Kingdom
(1)
|
|
46.6
|
|
|
7.7
|
|
|
38.9
|
|
|
nm
|
|
|
88.8
|
|
|
7.7
|
|
|
81.1
|
|
|
nm
|
|
||||||
Africa
|
|
14.0
|
|
|
15.6
|
|
|
(1.6
|
)
|
|
(10.2
|
)%
|
|
29.0
|
|
|
32.6
|
|
|
(3.6
|
)
|
|
(11.0
|
)%
|
||||||
India
|
|
24.9
|
|
|
18.9
|
|
|
6.0
|
|
|
31.7
|
%
|
|
52.6
|
|
|
39.1
|
|
|
13.5
|
|
|
34.6
|
%
|
||||||
Asia Pacific
|
|
14.0
|
|
|
14.1
|
|
|
(0.1
|
)
|
|
(1.0
|
)%
|
|
26.8
|
|
|
26.0
|
|
|
0.9
|
|
|
3.3
|
%
|
||||||
International gross revenue
(1)
|
|
151.1
|
|
|
106.3
|
|
|
44.8
|
|
|
42.1
|
%
|
|
297.1
|
|
|
202.3
|
|
|
94.9
|
|
|
46.9
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer Interactive gross revenue
|
|
123.6
|
|
|
117.6
|
|
|
6.0
|
|
|
5.1
|
%
|
|
246.9
|
|
|
235.5
|
|
|
11.5
|
|
|
4.9
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total gross revenue
|
|
$
|
680.5
|
|
|
$
|
582.1
|
|
|
$
|
98.4
|
|
|
16.9
|
%
|
|
$
|
1,318.7
|
|
|
$
|
1,138.2
|
|
|
$
|
180.5
|
|
|
15.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intersegment revenue eliminations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Markets
|
|
$
|
(17.2
|
)
|
|
$
|
(17.5
|
)
|
|
$
|
0.3
|
|
|
(1.7
|
)%
|
|
$
|
(34.7
|
)
|
|
$
|
(34.9
|
)
|
|
0.2
|
|
|
(0.6
|
)%
|
|
International
|
|
(1.3
|
)
|
|
(1.4
|
)
|
|
0.1
|
|
|
(5.9
|
)%
|
|
(2.5
|
)
|
|
(2.6
|
)
|
|
0.1
|
|
|
(3.9
|
)%
|
||||||
Consumer Interactive
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
19.0
|
%
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
31.1
|
%
|
||||||
Total intersegment revenue eliminations
|
|
(18.6
|
)
|
|
(19.0
|
)
|
|
0.3
|
|
|
(1.8
|
)%
|
|
(37.5
|
)
|
|
(37.8
|
)
|
|
0.2
|
|
|
(0.6
|
)%
|
||||||
Total revenue as reported
|
|
$
|
661.9
|
|
|
$
|
563.1
|
|
|
$
|
98.8
|
|
|
17.5
|
%
|
|
$
|
1,281.2
|
|
|
$
|
1,100.5
|
|
|
$
|
180.7
|
|
|
16.4
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
||||||||||||||
Cost of services
|
|
$
|
216.2
|
|
|
$
|
189.1
|
|
|
$
|
27.1
|
|
|
14.3
|
%
|
|
$
|
424.3
|
|
|
$
|
371.4
|
|
|
$
|
52.9
|
|
|
14.2
|
%
|
Selling, general and administrative
|
|
196.7
|
|
|
171.6
|
|
|
25.2
|
|
|
14.7
|
%
|
|
392.4
|
|
|
334.9
|
|
|
57.5
|
|
|
17.2
|
%
|
||||||
Depreciation and amortization
|
|
89.2
|
|
|
68.0
|
|
|
21.2
|
|
|
31.2
|
%
|
|
182.7
|
|
|
134.6
|
|
|
48.1
|
|
|
35.8
|
%
|
||||||
Total operating expenses
|
|
$
|
502.2
|
|
|
$
|
428.7
|
|
|
$
|
73.5
|
|
|
17.1
|
%
|
|
$
|
999.4
|
|
|
$
|
840.9
|
|
|
$
|
158.6
|
|
|
18.9
|
%
|
•
|
operating and integration-related costs relating to the business acquisitions in our U.S. Markets and International segments, as we continue to invest in key strategic growth initiatives; and
|
•
|
an increase in product costs resulting from the increase in revenue, primarily in our U.S. Markets segment,
|
•
|
the impact of weakening foreign currencies on the expenses of our International segment.
|
•
|
operating and integration-related costs relating to the business acquisitions in our U.S. Markets and International segments, as we continue to invest in key strategic growth initiatives; and
|
•
|
an increase in labor costs, as we continue to invest in key strategic growth initiatives,
|
•
|
an increase in advertising costs, primarily in our Consumer Interactive segment;
|
•
|
the impact of weakening foreign currencies on the expenses of our International segment.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Adjusted Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Markets gross Adjusted Revenue
|
|
$
|
406.0
|
|
|
$
|
358.2
|
|
|
$
|
47.8
|
|
|
13.3
|
%
|
|
$
|
775.0
|
|
|
$
|
700.5
|
|
|
$
|
74.5
|
|
|
10.6
|
%
|
International gross Adjusted Revenue
|
|
152.7
|
|
|
106.3
|
|
|
46.4
|
|
|
43.6
|
%
|
|
302.7
|
|
|
202.3
|
|
|
100.4
|
|
|
49.7
|
%
|
||||||
Consumer Interactive gross Revenue
|
|
123.6
|
|
|
117.6
|
|
|
6.0
|
|
|
5.1
|
%
|
|
246.9
|
|
|
235.5
|
|
|
11.5
|
|
|
4.9
|
%
|
||||||
Total gross Adjusted Revenue
|
|
682.3
|
|
|
582.1
|
|
|
100.2
|
|
|
17.2
|
%
|
|
1,324.6
|
|
|
1,138.2
|
|
|
186.4
|
|
|
16.4
|
%
|
||||||
Less: intersegment revenue eliminations
|
|
(18.6
|
)
|
|
(19.0
|
)
|
|
0.3
|
|
|
(1.8
|
)%
|
|
(37.5
|
)
|
|
(37.8
|
)
|
|
0.2
|
|
|
(0.6
|
)%
|
||||||
Consolidated Adjusted Revenue
|
|
$
|
663.6
|
|
|
$
|
563.1
|
|
|
$
|
100.5
|
|
|
17.9
|
%
|
|
$
|
1,287.1
|
|
|
$
|
1,100.5
|
|
|
$
|
186.6
|
|
|
17.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Markets
|
|
$
|
175.4
|
|
|
$
|
147.9
|
|
|
$
|
27.6
|
|
|
18.6
|
%
|
|
$
|
317.5
|
|
|
$
|
281.2
|
|
|
$
|
36.2
|
|
|
12.9
|
%
|
International
|
|
59.6
|
|
|
41.2
|
|
|
18.4
|
|
|
44.5
|
%
|
|
124.5
|
|
|
74.3
|
|
|
50.3
|
|
|
67.7
|
%
|
||||||
Consumer Interactive
|
|
59.1
|
|
|
58.0
|
|
|
1.1
|
|
|
1.9
|
%
|
|
119.3
|
|
|
114.9
|
|
|
4.4
|
|
|
3.9
|
%
|
||||||
Corporate
|
|
(30.4
|
)
|
|
(26.4
|
)
|
|
(4.0
|
)
|
|
(14.9
|
)%
|
|
(58.7
|
)
|
|
(47.1
|
)
|
|
(11.6
|
)
|
|
(24.6
|
)%
|
||||||
Consolidated Adjusted EBITDA
(1)
|
|
$
|
263.7
|
|
|
$
|
220.6
|
|
|
$
|
43.1
|
|
|
19.5
|
%
|
|
$
|
502.6
|
|
|
$
|
423.3
|
|
|
$
|
79.4
|
|
|
18.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA margin
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Markets
|
|
43.2
|
%
|
|
41.3
|
%
|
|
|
|
1.9
|
%
|
|
41.0
|
%
|
|
40.1
|
%
|
|
|
|
0.8
|
%
|
||||||||
International
|
|
39.0
|
%
|
|
38.8
|
%
|
|
|
|
0.3
|
%
|
|
41.1
|
%
|
|
36.7
|
%
|
|
|
|
4.4
|
%
|
||||||||
Consumer Interactive
|
|
47.8
|
%
|
|
49.3
|
%
|
|
|
|
(1.5
|
)%
|
|
48.3
|
%
|
|
48.8
|
%
|
|
|
|
(0.5
|
)%
|
||||||||
Consolidated Adjusted EBITDA margin
(1)
|
|
39.7
|
%
|
|
39.2
|
%
|
|
|
|
0.6
|
%
|
|
39.1
|
%
|
|
38.5
|
%
|
|
|
|
0.6
|
%
|
1.
|
See the reconciliation of net income attributable to TransUnion to Consolidated Adjusted EBITDA in the “Key Performance Measures” section at the beginning of our discussion about our Results of Operations. Segment Adjusted EBITDA margins are calculated using segment gross Adjusted Revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA margin is calculated using consolidated Adjusted Revenue and consolidated Adjusted EBITDA.
|
•
|
an increase in revenue in all of our segments, including revenue from recent business acquisitions;
|
•
|
an increase in operating costs related to recent business acquisitions;
|
•
|
an increase in product costs, due to the increase in revenue; and
|
•
|
an increase in labor costs as we continue to invest in strategic growth initiatives.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
||||||||||||||
Interest expense
|
|
$
|
(45.2
|
)
|
|
$
|
(25.9
|
)
|
|
$
|
(19.3
|
)
|
|
(74.7
|
)%
|
|
$
|
(90.2
|
)
|
|
$
|
(48.5
|
)
|
|
$
|
(41.7
|
)
|
|
(85.9
|
)%
|
Interest income
|
|
1.8
|
|
|
1.4
|
|
|
0.4
|
|
|
32.6
|
%
|
|
3.3
|
|
|
2.1
|
|
|
1.1
|
|
|
52.0
|
%
|
||||||
Earnings from equity method investments
|
|
3.3
|
|
|
2.9
|
|
|
0.3
|
|
|
11.5
|
%
|
|
7.1
|
|
|
5.2
|
|
|
1.8
|
|
|
35.1
|
%
|
||||||
Other income and expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisition fees
|
|
(0.8
|
)
|
|
(25.4
|
)
|
|
24.6
|
|
|
97.0
|
%
|
|
(1.6
|
)
|
|
(27.1
|
)
|
|
25.5
|
|
|
94.1
|
%
|
||||||
Loan fees
|
|
(0.6
|
)
|
|
(12.2
|
)
|
|
11.6
|
|
|
94.9
|
%
|
|
(1.0
|
)
|
|
(12.6
|
)
|
|
11.6
|
|
|
92.1
|
%
|
||||||
Dividends from Cost Method investments
|
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
(4.3
|
)%
|
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
(4.3
|
)%
|
||||||
Other income (expense), net
|
|
27.4
|
|
|
(2.9
|
)
|
|
30.3
|
|
|
nm
|
|
|
21.9
|
|
|
(3.5
|
)
|
|
25.4
|
|
|
nm
|
|
||||||
Total other income and expense, net
|
|
26.7
|
|
|
(39.7
|
)
|
|
66.5
|
|
|
nm
|
|
|
19.9
|
|
|
(42.3
|
)
|
|
62.3
|
|
|
nm
|
|
||||||
Non-operating income and expense
|
|
$
|
(13.4
|
)
|
|
$
|
(61.3
|
)
|
|
$
|
47.9
|
|
|
78.1
|
%
|
|
$
|
(59.9
|
)
|
|
$
|
(83.5
|
)
|
|
$
|
23.5
|
|
|
28.2
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Cash provided by operating activities of continuing operations
|
|
$
|
308.3
|
|
|
$
|
230.5
|
|
|
$
|
77.8
|
|
Cash used in investing activities of continuing operations
|
|
(107.8
|
)
|
|
(1,881.7
|
)
|
|
1,773.9
|
|
|||
Cash (used in) provided by financing activities
|
|
(187.3
|
)
|
|
1,731.9
|
|
|
(1,919.2
|
)
|
|||
Cash used in discontinued operations
|
|
(7.3
|
)
|
|
—
|
|
|
(7.3
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
1.4
|
|
|
(4.2
|
)
|
|
5.6
|
|
|||
Net change in cash and cash equivalents
|
|
$
|
7.3
|
|
|
$
|
76.5
|
|
|
$
|
(69.2
|
)
|
•
|
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 “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 successfully integrate the operations of acquired businesses and realize the intended benefits of such acquisitions;
|
•
|
our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
|
•
|
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; and
|
•
|
our reliance on key management personnel.
|
•
|
enhancing email controls;
|
•
|
enhancing approval requirements for wire transfers;
|
•
|
enhancing controls within online banking platforms;
|
•
|
increasing the centralization and review processes associated with cash management; and
|
•
|
increasing internal communication to heighten awareness and emphasize the importance of exercising professional skepticism and judgment.
|
|
|
(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, in millions, of Shares that
May Yet Be Purchased
Under
the Plans or Programs
(1)
|
||||||
April 1 to April 31
|
|
201
|
|
|
$
|
66.84
|
|
|
—
|
|
|
$
|
166.6
|
|
May 1 to May 31
|
|
2,021
|
|
|
64.55
|
|
|
—
|
|
|
$
|
166.6
|
|
|
June 1 to June 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
166.6
|
|
|
Total
|
|
2,222
|
|
|
$
|
64.76
|
|
|
—
|
|
|
|
|
|
|
|
Second Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit 4.1 to TransUnion’s Registration Statement on Form S-8 filed June 26, 2015).
|
|
|
|
|
|
Second Amended and Restated Bylaws of TransUnion (Incorporated by reference to Exhibit 4.2 to TransUnion’s Registration Statement on Form S-8 filed June 26, 2015).
|
|
|
|
|
|
TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
|
TransUnion
|
||
|
|
|
|
July 23, 2019
|
By
|
|
/s/ Todd M. Cello
|
|
|
|
Todd M. Cello
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
July 23, 2019
|
By
|
|
/s/ Timothy Elberfeld
|
|
|
|
Timothy Elberfeld
|
|
|
|
Vice President, Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
1 Year TransUnion Chart |
1 Month TransUnion Chart |
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