Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
ANNUAL 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, Illinois
|
|
60661
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
|
|
Delaware
|
|
74-3135689
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
555 West Adams Street
Chicago, IL
|
|
60661
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
TransUnion Holding Company, Inc.
|
|
o
YES
|
|
x
NO
|
|
TransUnion Corp.
|
|
o
YES
|
|
x
NO
|
|
TransUnion Holding Company, Inc.
|
|
o
YES
|
|
x
NO
|
|
TransUnion Corp.
|
|
o
YES
|
|
x
NO
|
|
TransUnion Holding Company, Inc.
|
|
x
YES
|
|
o
NO
|
|
TransUnion Corp.
|
|
x
YES
|
|
o
NO
|
|
TransUnion Holding Company, Inc.
|
|
x
YES
|
|
o
NO
|
|
TransUnion Corp.
|
|
x
YES
|
|
o
NO
|
|
TransUnion Holding Company, Inc.
|
|
x
|
|
|
|
TransUnion Corp.
|
|
x
|
|
|
|
TransUnion Holding Company, Inc.
|
¨
|
Large accelerated filer
|
¨
|
Accelerated filer
|
|
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
|
TransUnion Corp.
|
¨
|
Large accelerated filer
|
¨
|
Accelerated filer
|
|
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
|
TransUnion Holding Company, Inc.
|
|
o
YES
|
|
x
NO
|
|
TransUnion Corp.
|
|
o
YES
|
|
x
NO
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Enhances investors’ understanding of TransUnion Holding and TransUnion Corp by enabling the investors to easily view the business as a whole, in the same manner that management views and operates the business;
|
|
•
|
Provides a more readable, plain-English presentation of required disclosures with less duplication, since a substantial portion of the information provided applies equally to both entities; and
|
|
•
|
Allows us to save time and achieve cost efficiencies that would not be available if two completely separate reports had to be prepared, reviewed and filed by management, our directors and our independent auditors.
|
|
•
|
USIS, which represented approximately 63% of our revenue in 2013, provides consumer reports, credit scores, verification services, analytical services, revenue management and decisioning technology to businesses in the United States. USIS offers these services to customers in the financial services, insurance, healthcare and other industries, and delivers them through both direct and indirect channels.
|
|
•
|
International, which represented approximately 20% of our revenue in 2013, provides services similar to our USIS and Interactive segments, and provides services in 32 countries outside the United States. Our International segment also provides automotive information and commercial data to our customers in select geographies.
|
|
•
|
Interactive, which represented approximately 17% of our revenue in 2013, provides services to consumers that help them understand and proactively manage their personal finances and protect them from identity theft. We sell our subscription based interactive services primarily through our website, www.transunion.com.
|
|
•
|
Triggers
—Our industry-leading platform notifies businesses of changes to consumer profiles on a daily basis. These notifications allow our customers to take more timely action to offer new services, retain existing accounts, improve collection efficiency or monitor risk exposure in their portfolios. We believe that our investments in infrastructure and predictive capabilities distinguish us from our competitors.
|
|
•
|
CreditVision
—We continue to enhance our credit data, including new data fields, enriched values in existing data fields, and expanded account history. This enhanced credit data has been combined with hundreds of algorithms to produce our CreditVision solution.This market-leading solution provides more granularity and evaluates consumer behavior patterns over time, resulting in a more predictive view of the consumer.
|
|
•
|
Decisioning Technology
—Our decisioning technology helps businesses interpret both data and predictive model results, and applies customer-specific criteria to facilitate real-time, automated decisions at the point of consumer interaction. We offer our decisioning applications across our key industries including financial services, retail, insurance and healthcare, helping these customers to more effectively acquire accounts and reduce fraud. For example, our financial services customers use decisioning to authenticate consumer identity and determine optimal product offerings, such as credit cards, based on customer supplied criteria. Our healthcare customers use decisioning to determine available sources of payment for their patients at the time of patient registration. We believe the integration of our data and our decisioning technology differentiates us in the market place.
|
|
•
|
Market Intelligence
—We develop and offer industry studies and provide a source of market intelligence for customers to benchmark and forecast their own portfolio performance. For example, our Trend Data application leverages our database of approximately 27 million anonymized U.S. consumer records, sampled quarterly since 1992. We believe businesses using our Trend Data can obtain a more holistic historical perspective on macroeconomic and market trends than by using comparable offerings of our competitors.
|
|
|
Approximate percent of consolidated revenue
|
|||||||
|
Country
|
2013
|
|
2012
|
|
2011
|
|||
|
United States
|
80
|
%
|
|
79
|
%
|
|
79
|
%
|
|
South Africa
|
6
|
%
|
|
7
|
%
|
|
9
|
%
|
|
Canada
|
5
|
%
|
|
5
|
%
|
|
6
|
%
|
|
Other
|
9
|
%
|
|
9
|
%
|
|
6
|
%
|
|
|
Approximate percent of long-lived assets
|
|||||||
|
Country
|
2013
|
|
2012
|
|
2011
|
|||
|
United States
|
85
|
%
|
|
81
|
%
|
|
80
|
%
|
|
South Africa
|
3
|
%
|
|
5
|
%
|
|
5
|
%
|
|
Canada
|
3
|
%
|
|
4
|
%
|
|
2
|
%
|
|
Other
|
9
|
%
|
|
10
|
%
|
|
13
|
%
|
|
•
|
FCRA—The United States Fair Credit Reporting Act (“FCRA”) applies to consumer credit reporting agencies, including us, as well as data furnishers and users of consumer reports. The FCRA promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies that engage in the practice of assembling or evaluating information relating to consumers for certain specified purposes. The FCRA limits what information may be reported by consumer reporting agencies, limits the distribution and use of consumer reports, establishes consumer rights to access and dispute their own credit files, requires consumer reporting agencies to make available to consumers a free annual credit report and imposes many other requirements on consumer reporting agencies, data furnishers and users of consumer report information. Violation of the FCRA can result in civil and criminal penalties. The law contains an attorney fee shifting provision to provide an incentive to consumers to bring individual or class action lawsuits against a consumer reporting agency for violations of the FCRA. Regulatory enforcement of the FCRA is under the purview of United States Federal Trade Commission (“FTC”), the Consumer Financial Protection Bureau (“CFPB”), and the State Attorney Generals’, acting alone or in concert with one another.
|
|
•
|
State Fair Credit Reporting Acts—Many states have enacted laws with requirements similar to the federal FCRA. Some of these state laws impose additional, or more stringent, requirements than the federal FCRA. The FCRA preempts some of these state laws but the scope of preemption continues to be defined by the courts.
|
|
•
|
The Dodd-Frank Act—The stated aim of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) is “To promote the financial stability of the United States by improving the accountability and transparency in the financial system, to end ‘too big to fail’, to protect the American taxpayer by ending bailouts, to protect consumers from abusive financial services practices, and for other purposes.” An important new regulatory body created by Title X of the Dodd-Frank Act is the CFPB. The CFPB, through rulemaking, confirmed that the Company is subject to the examination and supervision of the CFPB, and such examinations began in 2012.
|
|
•
|
The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act (“GLB Act”)—The GLB Act regulates the receipt, use and disclosure of non-public personal financial information of consumers that is held by financial institutions, including us. Several of our data sets are subject to GLB Act provisions, including limitations on the use or disclosure of the underlying data and rules relating to the technological, physical and administrative safeguarding of non-public personal financial information. Violation of the GLB Act can result in civil and criminal liability. Regulatory enforcement of the GLB ACT is under the purview of by the FTC and State Attorney Generals’, acting alone or in concert with each other.
|
|
•
|
Data security breach laws—A majority of states have adopted data security breach laws that require notice be given to affected consumers in the event of a breach of personal information. Some of these laws require additional data protection measures over and above the GLB Act data safeguarding requirements. If data within our system is compromised by a breach, we may be subject to provisions of various state security breach laws.
|
|
•
|
Identity theft laws—In order to help reduce the incidence of identity theft, most states and the District of Columbia have passed laws that give consumers the right to place a security freeze on their credit reports to prevent others from opening new accounts or obtaining new credit in their name. Generally, these state laws require us to respond to requests for a freeze within a certain period of time, to send certain notices or confirmations to consumers in connection with a security freeze and to unfreeze files upon request within a specified time period.
|
|
•
|
The Federal Trade Commission Act (“FTC Act”)—The FTC Act prohibits unfair methods of competition and unfair or deceptive acts or practices. We must comply with the FTC Act when we market our services, such as consumer credit monitoring services through our Interactive segment. The security measures we employ to safeguard the personal data of consumers could also be subject to the FTC Act, and failure to safeguard data adequately may subject us to regulatory scrutiny or enforcement action. There is no private right of action under the FTC Act.
|
|
•
|
The Credit Repair Organizations Act (“CROA”)—The CROA regulates companies that claim to be able to assist consumers in improving their credit standing. There have been efforts to apply the CROA to credit monitoring services offered by consumer reporting agencies and others. CROA is a very technical statute that allows for a private right of action and
|
|
•
|
The Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery and Reinvestment Act of 2009 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”)—HIPAA and HITECH requires companies to implement reasonable safeguards to prevent intentional or unintentional misuse or wrongful disclosure of protected health information. In connection with receiving data from and providing services to healthcare providers, we may handle data subject to the HIPAA and HITECH requirements. We obtain protected health information from healthcare providers and payers of healthcare claims that are subject to the privacy, security and transactional requirements imposed by HIPAA. We are frequently required to secure HIPAA-compliant “business associate” agreements with the providers and payers who supply data to us. As a business associate, we are obligated to limit our use and disclosure of health-related data to certain statutorily permitted purposes, as outlined in our business associate agreements and the HIPAA regulations, and to preserve the confidentiality, integrity and availability of this data. HIPAA and HITECH also require, in certain circumstances, the reporting of breaches of protected health information to affiliated individuals and to the United States Department of Health and Human Services. A violation of any of the terms of a business associate agreement or noncompliance with the HIPAA or HITECH data security requirements could result in administrative enforcement action and/or imposition of statutory penalties by the United States Department of Health and Human Services or a state attorney general. The HIPAA and HITECH requirements supplement but do not preempt state laws regulating the use and disclosure of health-related information; state law remedies, which can include a private right of action, remain available to individuals affected by an impermissible use or disclosure of health-related data.
|
|
•
|
South Africa: National Credit Act of 2005 (the “NCA”)—The NCA and its implementing regulations govern credit bureaus and consumer credit information. The NCA sets standards for filing, retaining and reporting consumer credit information. The Act also defines consumers’ rights with respect to accessing their own information and addresses the process for disputing information in a credit file. The NCA is enforced by The National Credit Regulator who has authority to supervise and examine credit bureaus.
|
|
•
|
Canada: Personal Information Protection and Electronic Documents Act of 2000 (“PIPEDA”)—The PIPEDA and substantially similar provincial laws govern how private sector organizations collect, use and disclose personal information in the course of commercial activities. The PIPEDA gives individuals the right to access and request correction of their personal information collected by such organizations. The PIPEDA requires compliance with the Canadian Standard Association Model Code for the Protection of Personal Information. Most Canadian provinces also have laws dealing with consumer reporting. These laws typically impose an obligation on credit reporting agencies to have reasonable processes in place to maintain the accuracy of the information, place limits on the disclosure of the information and give consumers the right to have access to, and challenge the accuracy of, the information.
|
|
•
|
India: Credit Information Companies Regulation Act of 2005 (“CICRA”)—The CICRA requires entities that collect and maintain personal credit information to ensure that it is complete, accurate and protected. Entities must adopt certain privacy principles in relation to collecting, processing, preserving, sharing and using credit information. The Indian parliament recently passed legislation that would allow individuals to sue for damages in the case of a data breach, if the entity negligently failed to implement “reasonable security practices and procedures” to protect personal data.
|
|
•
|
Mexico: Law on Credit Reporting Societies of 2002 (“LCRS”)—The LCRS regulates the operations of credit information companies that gather, manage, and release credit history information of individuals and businesses. The LCRS requires credit information companies to provide consumer reports to individuals upon request and addresses individuals’ right to challenge information in the report. The LCRS requires that credit reporting companies have adequate technology and internal controls for the security and validation of credit information. The LCRS also has provisions regarding fair information practices and the transfer of data between licensed credit bureaus.
|
|
•
|
Hong Kong: Personal Data (Privacy) Ordinance (“PO”) and The Code of Practice on Consumer Credit Data (“COPCCD”)—The PO and the COPCCD regulate the operation of consumer credit reference agencies. They prescribe the methods
|
|
•
|
failing to achieve the financial and strategic goals for the acquired business;
|
|
•
|
paying more than fair market value for an acquired company or assets;
|
|
•
|
failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner;
|
|
•
|
disrupting our ongoing businesses;
|
|
•
|
distracting management focus from our ongoing businesses;
|
|
•
|
acquiring unanticipated liabilities;
|
|
•
|
failing to retain key personnel;
|
|
•
|
incurring the expense of an impairment of assets due to the failure to realize expected benefits;
|
|
•
|
damaging relationships with employees, customers or strategic partners;
|
|
•
|
diluting the share value of existing stockholders; and
|
|
•
|
incurring additional debt or reducing available cash to service our existing debt.
|
|
•
|
disrupting our ongoing businesses;
|
|
•
|
reducing our revenues;
|
|
•
|
losing key personnel;
|
|
•
|
distracting management focus from our ongoing businesses;
|
|
•
|
indemnification claims for breaches of representations and warranties in sale agreements;
|
|
•
|
damaging relationships with employees and customers as a result of transferring a business to new owners; and
|
|
•
|
failure to close a transaction due to conditions such as financing or regulatory approvals not being satisfied.
|
|
•
|
internally develop and implement new and competitive technologies;
|
|
•
|
use leading third-party technologies effectively;
|
|
•
|
respond to changing customer needs and regulatory requirements; and
|
|
•
|
transition customers and data sources successfully to new interfaces or other technologies.
|
|
•
|
make it difficult for us to satisfy our financial obligations, including with respect to the notes and our other indebtedness;
|
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
|
|
•
|
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
|
|
•
|
require us to use a substantial portion of our cash flow from operations to make debt service payments;
|
|
•
|
expose us to the risk of increased interest rates as certain of our borrowings, including Trans Union LLC’s senior secured credit facility, are at variable rates of interest;
|
|
•
|
limit our flexibility to plan for, or react to, changes in our business and industry;
|
|
•
|
place us at a competitive disadvantage compared to our less leveraged competitors; and
|
|
•
|
increase our vulnerability to the impact of adverse economic and industry conditions.
|
|
•
|
currency exchange rate fluctuations;
|
|
•
|
foreign exchange controls that might prevent us from repatriating cash to the United States;
|
|
•
|
difficulties in managing and staffing international offices;
|
|
•
|
increased travel, infrastructure, legal and compliance costs of multiple international locations;
|
|
•
|
foreign laws and regulatory requirements;
|
|
•
|
terrorist activity, natural disasters and other catastrophic events;
|
|
•
|
restrictions on the import and export of technologies;
|
|
•
|
difficulties in enforcing contracts and collecting accounts receivable;
|
|
•
|
longer payment cycles;
|
|
•
|
failure to meet quality standards for outsourced work;
|
|
•
|
unfavorable tax rules;
|
|
•
|
political and economic conditions in foreign countries, particularly in emerging markets;
|
|
•
|
varying business practices in foreign countries; and
|
|
•
|
reduced protection for intellectual property rights.
|
|
Period
|
|
(a) Total Number of
Shares Purchased
(1)
|
|
(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
|
||||||
|
October 1 to October 31
|
|
33,410
|
|
|
$
|
11.42
|
|
|
—
|
|
|
$
|
—
|
|
|
November 1 to November 30
|
|
—
|
|
|
11.42
|
|
|
—
|
|
|
$
|
—
|
|
|
|
December 1 to December 31
|
|
—
|
|
|
11.42
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Total
|
|
33,410
|
|
|
11.42
|
|
|
—
|
|
|
$
|
—
|
|
|
|
(1)
|
Represents shares of TransUnion Holding’s common stock that were repurchased from employees exercising stock options or from ex-employees who sold shares back to the Company upon termination.
|
|
|
TransUnion
Holding
|
|
TransUnion
Corp
Successor
|
|
|
TransUnion Corp Predecessor
|
||||||||||||||||||||||||||
|
|
Twelve Months Ended
December 31 2013 |
|
From
Inception
Through
December 31, 2012
|
|
Twelve Months Ended
December 31, 2013 |
|
Eight Months Ended December 31, 2012
|
|
|
Four Months Ended April, 30, 2012
|
|
Twelve Months Ended
December 31, |
||||||||||||||||||||
|
(in millions)
|
|
|
|
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||
|
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Revenue
|
$
|
1,183.2
|
|
|
$
|
767.0
|
|
|
$
|
1,183.2
|
|
|
$
|
767.0
|
|
|
|
$
|
373.0
|
|
|
$
|
1,024.0
|
|
|
$
|
956.5
|
|
|
$
|
924.8
|
|
|
Operating expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cost of services
|
472.4
|
|
|
298.2
|
|
|
472.4
|
|
|
298.2
|
|
|
|
172.0
|
|
|
421.5
|
|
|
395.8
|
|
|
404.2
|
|
||||||||
|
Selling, general and administrative
|
354.8
|
|
|
212.6
|
|
|
353.5
|
|
|
211.7
|
|
|
|
172.0
|
|
|
264.5
|
|
|
263.0
|
|
|
234.6
|
|
||||||||
|
Depreciation and amortization
|
186.8
|
|
|
115.0
|
|
|
186.8
|
|
|
115.0
|
|
|
|
29.2
|
|
|
85.3
|
|
|
81.6
|
|
|
81.6
|
|
||||||||
|
Total operating expense
(1)
|
1,014.0
|
|
|
625.8
|
|
|
1,012.7
|
|
|
624.9
|
|
|
|
373.2
|
|
|
771.3
|
|
|
740.4
|
|
|
720.4
|
|
||||||||
|
Operating income (loss)
|
169.2
|
|
|
141.2
|
|
|
170.5
|
|
|
142.1
|
|
|
|
(0.2
|
)
|
|
252.7
|
|
|
216.1
|
|
|
204.4
|
|
||||||||
|
Non-operating income and expense
(2)
|
(195.1
|
)
|
|
(138.5
|
)
|
|
(98.6
|
)
|
|
(69.9
|
)
|
|
|
(63.7
|
)
|
|
(185.6
|
)
|
|
(133.1
|
)
|
|
1.3
|
|
||||||||
|
Income (loss) from continuing operations before income taxes
|
(25.9
|
)
|
|
2.7
|
|
|
71.9
|
|
|
72.2
|
|
|
|
(63.9
|
)
|
|
67.1
|
|
|
83.0
|
|
|
205.7
|
|
||||||||
|
(Provision) benefit for income taxes
|
(2.3
|
)
|
|
(6.6
|
)
|
|
(21.8
|
)
|
|
(24.3
|
)
|
|
|
11.5
|
|
|
(17.8
|
)
|
|
(46.3
|
)
|
|
(73.4
|
)
|
||||||||
|
Income (loss) from continuing operations
|
(28.2
|
)
|
|
(3.9
|
)
|
|
50.1
|
|
|
47.9
|
|
|
|
(52.4
|
)
|
|
49.3
|
|
|
36.7
|
|
|
132.3
|
|
||||||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(0.5
|
)
|
|
8.2
|
|
|
1.2
|
|
||||||||
|
Net income (loss)
|
(28.2
|
)
|
|
(3.9
|
)
|
|
50.1
|
|
|
47.9
|
|
|
|
(52.4
|
)
|
|
48.8
|
|
|
44.9
|
|
|
133.5
|
|
||||||||
|
Less: net income attributable to noncontrolling interests
|
(6.9
|
)
|
|
(4.9
|
)
|
|
(6.9
|
)
|
|
(4.9
|
)
|
|
|
(2.5
|
)
|
|
(8.0
|
)
|
|
(8.3
|
)
|
|
(8.1
|
)
|
||||||||
|
Net income (loss) attributable to the Company
|
$
|
(35.1
|
)
|
|
$
|
(8.8
|
)
|
|
$
|
43.2
|
|
|
$
|
43.0
|
|
|
|
$
|
(54.9
|
)
|
|
$
|
40.8
|
|
|
$
|
36.6
|
|
|
$
|
125.4
|
|
|
|
TransUnion
Holding
|
|
TransUnion
Corp
Successor
|
|
|
TransUnion
Corp
Predecessor
|
||||||||||||||||||||||
|
|
December 31,
2013 |
|
December 31,
2012
|
|
December 31,
2013
|
|
December 31,
2012 |
|
|
December 31,
2011 |
|
December 31,
2010 |
|
December 31,
2009 |
||||||||||||||
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Total assets
(3)
|
$
|
4,492.3
|
|
|
$
|
4,378.8
|
|
|
$
|
4,471.8
|
|
|
$
|
4,320.7
|
|
|
|
$
|
1,005.8
|
|
|
$
|
954.2
|
|
|
$
|
1,010.0
|
|
|
Total debt
(3)
|
$
|
2,866.9
|
|
|
$
|
2,680.9
|
|
|
$
|
1,868.6
|
|
|
$
|
1,682.9
|
|
|
|
$
|
1,601.2
|
|
|
$
|
1,606.0
|
|
|
$
|
591.3
|
|
|
Total stockholders’ equity
(3)
|
$
|
714.5
|
|
|
$
|
796.1
|
|
|
$
|
1,671.2
|
|
|
$
|
1,771.2
|
|
|
|
$
|
(824.4
|
)
|
|
$
|
(862.0
|
)
|
|
$
|
249.4
|
|
|
(1)
|
For the twelve months ended December 31, 2013, total operating expenses included a $3.8 million fourth quarter legal accrual, a $2.4 million loss on the disposal of a small operating company, a $1.1 million gain on the disposal of a healthcare product line and a $2.9 million adjustment for a transaction tax related to prior years. For the four months ended April 30, 2012, TransUnion Corp Predecessor total operating expenses included $90.3 million of accelerated stock-based compensation and related expenses resulting from the 2012 Change in Control Transaction. See Part II, Item 8, “Combined Notes to Consolidated Financial Statements,” Note 2, “Change in Control Transaction,” and Note 14, “Stock-Based Compensation,” for further information about the impact of the 2012 Change in Control Transaction. For the twelve months ended December 31, 2011, total operating expenses included a $3.6 million outsourcing vendor contract early termination fee and a $2.7 million software impairment and related restructuring charge due to a regulatory change requiring a software platform replacement. For the twelve months ended December 31, 2010, total operating expenses included $21.4 million of accelerated stock-based compensation and related expenses resulting from the 2010 Change in Control Transaction and a gain of $3.9 million on the trade in of mainframe computers. See our annual report on Form 10-K for the year ended December 31, 2011, for further information about the 2010 Change in Control Transaction.
|
|
(2)
|
For the twelve months ended December 31, 2013, TransUnion Holding's non-operating income and expense included $197.6 million of interest expense and $10.5 million of acquisition expenses. For the twelve months ended December 31, 2013, TransUnion Corp's non-operating income and expense included $101.4 million of interest expense and $10.5 million of acquisition expenses. From inception through December 31, 2012, TransUnion Holding's non-operating income and expense included $125.0 million of interest expense and $15.2 million of acquisition expenses related to the 2012 Change in Control Transaction. See Part II, Item 8, “Combined Notes to Consolidated Financial Statements,” Note 2, “Change in Control Transaction,” for additional information about the impact of the 2012 Change in Control Transaction. For the eight months ended December 31, 2012, TransUnion Corp Successor non-operating income and expense included $72.8 million of interest expense and $2.4 million of acquisition expenses. For the four months ended April 30, 2012, TransUnion Corp Predecessor non-operating income and expense included $40.5 million of interest expense and $24.5 million of acquisition expenses, primarily related to the 2012 Change in Control Transaction and the abandoned initial public offering process. For the twelve months ended December 31, 2011, non-operating income and expense included $126.4 million of interest expense and, as a result of refinancing our senior secured credit facility in February 2011, a $9.5 million prepayment premium and $49.8 million write-off of unamortized loan costs incurred in connection with financing the 2010 Change in Control Transaction in June 2010. For the twelve months ended December 31, 2010, non-operating income and expense included $90.1 million of interest expense, $28.7 million of acquisition fees and $20.5 million of loan fees, primarily related to the 2010 Change in Control Transaction.
|
|
(3)
|
The increase in total assets, total debt and stockholders’ equity at December 31, 2012 reflects the impact of the 2012 Change in Control Transaction, including fair value adjustments to assets and liabilities and the additional debt incurred to partially fund the transaction, as well as additional debt incurred to fund a dividend to our shareholders in November 2012. The change in total assets, total debt and stockholders’ equity at December 31, 2010, reflects the impact of the 2010 Change in Control Transaction, including the additional debt incurred to partially fund the transaction. The decrease in total assets and stockholders’ equity at December 31, 2009, reflects the stock repurchase of approximately $900 million in December 2009. For total assets, this decrease was partially offset by loan proceeds of approximately $600 million received throughout 2009.
|
|
•
|
Enhances investors’ understanding of TransUnion Holding and TransUnion Corp by enabling investors to view the business as a whole, the same manner as management views and operates the business;
|
|
•
|
Provides a more readable presentation of required disclosures with less duplication, since a substantial portion of the Company’s disclosures apply to both TransUnion Holding and TransUnion Corp; and
|
|
•
|
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
|
•
|
USIS provides credit reports, credit scores, verification services, analytical services, decisioning technology and other services to businesses in the United States through both direct and indirect channels. In this segment, we intend to continue to focus on expansion into underpenetrated and growth industries, such as healthcare and insurance, and the introduction of innovative and differentiated solutions in the financial services and other industries.
|
|
•
|
International provides services similar to our USIS and Interactive segments in several countries outside the United States. We believe our International segment represents a significant opportunity for growth as many of the countries in which we operate, such as India, Mexico and Brazil, continue to develop their economies and credit markets. We also seek to enter into and develop our business in new geographies.
|
|
•
|
Interactive provides primarily subscription-based services to consumers, including credit reports, credit scores and credit and identity monitoring, through both direct and indirect channels. As consumers become increasingly aware of their credit profiles and show heightened concerns over identity theft, we expect the Interactive segment to grow and represent an increasing portion of our overall revenue.
|
|
•
|
On December 16, 2013, we acquired a 100% ownership interest in certain assets of TLO, LLC ("TLO"). TLO provides data solutions for due diligence, threat assessment, identity authentication, fraud prevention, and debt recovery. The results of operations of TLO, which are not material, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition.
|
|
•
|
On September 4, 2013, we acquired a 100% ownership interest in e-Scan Data Systems, Inc. ("eScan"). eScan provides data solutions for hospitals and healthcare providers to efficiently capture uncompensated care costs in their revenue management cycle programs. The results of operations of eScan, which are not material, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition.
|
|
•
|
On March 1, 2013, we acquired an 80% ownership interest in Data Solutions Serviços de Informática Ltda. (“ZipCode”). ZipCode provides data enrichment and registry information solutions for companies in Brazil’s information management, financial services, marketing and telecommunications industries. The results of operations of ZipCode, which are not material, have been included as part of our International segment in our consolidated statements of income since the date of the acquisition.
|
|
•
|
On May 29, 2012, we acquired an 85% ownership interest in Credit Reference Bureau (Holdings) Limited (“CRB”). During the third quarter of 2013, we acquired the remaining 15% ownership interest. CRB operates collections and credit bureau businesses and has locations in eight African countries, giving us a strategic presence in seven new African countries. The results of operations of CRB, which are not material, have been included as part of our International segment in our consolidated statements of income since the date of acquisition.
|
|
•
|
On December 28, 2011, we acquired an 80% ownership interest in Crivo Sistemas em Informática S.A. (“Crivo”), a Brazilian company. During the fourth quarter of 2012, we acquired an additional 6.67% ownership interest. Crivo provides software and services to companies in Brazil to help them make credit, risk and fraud-related decisions. The results of operations of Crivo, which are not material, have been included as part of our International segment in our consolidated statements of income since the date of the acquisition.
|
|
•
|
On December 20, 2011, we acquired an additional 7.51% ownership interest in Credit Information Bureau (India) Limited (“CIBIL”), bringing our total ownership to 27.5%.
|
|
•
|
On October 13, 2011, we acquired a 100% ownership interest in Financial Healthcare Systems, LLC (“FHS”), a Colorado limited liability company. FHS provides software-as-a-service solutions to the healthcare industry that helps healthcare providers inform patients about their out-of-pocket costs prior to providing healthcare services. The results of operations of FHS, which are not material, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition.
|
|
|
TransUnion Holding Twelve Months Ended December 31, 2013
|
|
TransUnion Holding Date of Inception Through December 31, 2012
|
|
TransUnion Corp Predecessor Four Months Ended April 30, 2012
|
|
Combined Twelve Months Ended December 31, 2012
|
|
TransUnion Corp Predecessor Twelve Months Ended December 31, 2011
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|||||||||||||||||||||||||
|
(dollars in millions)
|
|
|
|
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||||||||||
|
Revenue
|
$
|
1,183.2
|
|
|
$
|
767.0
|
|
|
$
|
373.0
|
|
|
$
|
1,140.0
|
|
|
$
|
1,024.0
|
|
|
$
|
43.2
|
|
|
3.8
|
%
|
|
$
|
116.0
|
|
|
11.3
|
%
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cost of services (exclusive of depreciation and amortization below)
|
472.4
|
|
|
298.2
|
|
|
172.0
|
|
|
470.2
|
|
|
421.5
|
|
|
2.2
|
|
|
0.5
|
%
|
|
48.7
|
|
|
11.6
|
%
|
|||||||
|
Selling, general and administrative
|
354.8
|
|
|
212.6
|
|
|
172.0
|
|
|
384.6
|
|
|
264.5
|
|
|
(29.8
|
)
|
|
(7.7
|
)%
|
|
120.1
|
|
|
45.4
|
%
|
|||||||
|
Depreciation and amortization
|
186.8
|
|
|
115.0
|
|
|
29.2
|
|
|
144.2
|
|
|
85.3
|
|
|
42.6
|
|
|
29.5
|
%
|
|
58.9
|
|
|
69.1
|
%
|
|||||||
|
Total operating expenses
|
1,014.0
|
|
|
625.8
|
|
|
373.2
|
|
|
999.0
|
|
|
771.3
|
|
|
15.0
|
|
|
1.5
|
%
|
|
227.7
|
|
|
29.5
|
%
|
|||||||
|
Operating income (loss)
|
169.2
|
|
|
141.2
|
|
|
(0.2
|
)
|
|
141.0
|
|
|
252.7
|
|
|
28.2
|
|
|
20.0
|
%
|
|
(111.7
|
)
|
|
(44.2
|
)%
|
|||||||
|
Non-operating income and expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Interest expense
|
(197.6
|
)
|
|
(125.0
|
)
|
|
(40.5
|
)
|
|
(165.5
|
)
|
|
(126.4
|
)
|
|
(32.1
|
)
|
|
(19.4
|
)%
|
|
(39.1
|
)
|
|
(30.9
|
)%
|
|||||||
|
Interest income
|
1.7
|
|
|
0.8
|
|
|
0.6
|
|
|
1.4
|
|
|
0.7
|
|
|
0.3
|
|
|
21.4
|
%
|
|
0.7
|
|
|
100.0
|
%
|
|||||||
|
Earnings from equity method investments
|
13.7
|
|
|
8.0
|
|
|
4.1
|
|
|
12.1
|
|
|
11.4
|
|
|
1.6
|
|
|
13.2
|
%
|
|
0.7
|
|
|
6.1
|
%
|
|||||||
|
Other income and (expense), net
|
(12.9
|
)
|
|
(22.3
|
)
|
|
(27.9
|
)
|
|
(50.2
|
)
|
|
(71.3
|
)
|
|
37.3
|
|
|
74.3
|
%
|
|
21.1
|
|
|
29.6
|
%
|
|||||||
|
Total non-operating income and expense
|
(195.1
|
)
|
|
(138.5
|
)
|
|
(63.7
|
)
|
|
(202.2
|
)
|
|
(185.6
|
)
|
|
7.1
|
|
|
3.5
|
%
|
|
(16.6
|
)
|
|
(8.9
|
)%
|
|||||||
|
Income (loss) from continuing operations before income taxes
|
(25.9
|
)
|
|
2.7
|
|
|
(63.9
|
)
|
|
(61.2
|
)
|
|
67.1
|
|
|
35.3
|
|
|
57.7
|
%
|
|
(128.3
|
)
|
|
nm
|
|
|||||||
|
(Provision) benefit for income taxes
|
(2.3
|
)
|
|
(6.6
|
)
|
|
11.5
|
|
|
4.9
|
|
|
(17.8
|
)
|
|
(7.2
|
)
|
|
nm
|
|
|
22.7
|
|
|
nm
|
|
|||||||
|
Income (loss) from continuing operations
|
(28.2
|
)
|
|
(3.9
|
)
|
|
(52.4
|
)
|
|
(56.3
|
)
|
|
49.3
|
|
|
28.1
|
|
|
49.9
|
%
|
|
(105.6
|
)
|
|
nm
|
|
|||||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
nm
|
|
|
0.5
|
|
|
100.0
|
%
|
|||||||
|
Net income (loss)
|
(28.2
|
)
|
|
(3.9
|
)
|
|
(52.4
|
)
|
|
(56.3
|
)
|
|
48.8
|
|
|
28.1
|
|
|
49.9
|
%
|
|
(105.1
|
)
|
|
nm
|
|
|||||||
|
Less: net income attributable to noncontrolling interests
|
(6.9
|
)
|
|
(4.9
|
)
|
|
(2.5
|
)
|
|
(7.4
|
)
|
|
(8.0
|
)
|
|
0.5
|
|
|
6.8
|
%
|
|
0.6
|
|
|
7.5
|
%
|
|||||||
|
Net income (loss) attributable to the Company
|
$
|
(35.1
|
)
|
|
$
|
(8.8
|
)
|
|
$
|
(54.9
|
)
|
|
$
|
(63.7
|
)
|
|
$
|
40.8
|
|
|
$
|
28.6
|
|
|
44.9
|
%
|
|
$
|
(104.5
|
)
|
|
nm
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
|
Twelve months ended December 31,
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||||||
|
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
Revenue
|
$
|
1,183.2
|
|
|
$
|
1,140.0
|
|
|
$
|
1,024.0
|
|
|
$
|
43.2
|
|
|
3.8
|
%
|
|
$
|
116.0
|
|
|
11.3
|
%
|
|
Reconciliation of operating income to Adjusted Operating Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating income
|
169.2
|
|
|
141.0
|
|
|
252.7
|
|
|
28.2
|
|
|
20.0
|
%
|
|
(111.7
|
)
|
|
(44.2
|
)%
|
|||||
|
Adjustments
(1)
|
8.0
|
|
|
90.7
|
|
|
6.3
|
|
|
(82.7
|
)
|
|
(91.2
|
)%
|
|
84.4
|
|
|
nm
|
|
|||||
|
Adjusted Operating Income
(2)
|
$
|
177.2
|
|
|
$
|
231.7
|
|
|
$
|
259.0
|
|
|
$
|
(54.5
|
)
|
|
(23.5
|
)%
|
|
$
|
(27.3
|
)
|
|
(10.5
|
)%
|
|
Reconciliation of net income (loss) attributable to the Company to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss) attributable to the Company
|
$
|
(35.1
|
)
|
|
$
|
(63.7
|
)
|
|
$
|
40.8
|
|
|
$
|
28.6
|
|
|
44.9
|
%
|
|
$
|
(104.5
|
)
|
|
nm
|
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
nm
|
|
|
(0.5
|
)
|
|
(100.0
|
)%
|
|||||
|
Net income (loss) from continuing operations attributable to the Company
|
$
|
(35.1
|
)
|
|
$
|
(63.7
|
)
|
|
$
|
41.3
|
|
|
$
|
28.6
|
|
|
44.9
|
%
|
|
$
|
(105.0
|
)
|
|
nm
|
|
|
Net interest expense
|
195.9
|
|
|
164.1
|
|
|
125.7
|
|
|
31.8
|
|
|
19.4
|
%
|
|
38.4
|
|
|
30.5
|
%
|
|||||
|
Income tax provision (benefit)
|
2.3
|
|
|
(4.9
|
)
|
|
17.8
|
|
|
7.2
|
|
|
nm
|
|
|
(22.7
|
)
|
|
nm
|
|
|||||
|
Depreciation and amortization
(3)
|
186.8
|
|
|
144.2
|
|
|
85.3
|
|
|
42.6
|
|
|
29.5
|
%
|
|
58.9
|
|
|
69.1
|
%
|
|||||
|
Stock-based compensation
|
6.3
|
|
|
4.3
|
|
|
4.6
|
|
|
2.0
|
|
|
46.5
|
%
|
|
(0.3
|
)
|
|
(6.5
|
)%
|
|||||
|
Other (income) and expense
(4)
|
13.7
|
|
|
50.8
|
|
|
71.8
|
|
|
(37.1
|
)
|
|
(73.0
|
)%
|
|
(21.0
|
)
|
|
(29.2
|
)%
|
|||||
|
Adjustments
(1)
|
8.0
|
|
|
90.7
|
|
|
6.3
|
|
|
(82.7
|
)
|
|
(91.2
|
)%
|
|
84.4
|
|
|
nm
|
|
|||||
|
Adjusted EBITDA
(2)
|
$
|
377.9
|
|
|
$
|
385.5
|
|
|
$
|
352.8
|
|
|
$
|
(7.6
|
)
|
|
(2.0
|
)%
|
|
$
|
32.7
|
|
|
9.3
|
%
|
|
Other metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash provided by operating activities of continuing operations
|
$
|
143.4
|
|
|
$
|
99.4
|
|
|
$
|
204.5
|
|
|
$
|
44.0
|
|
|
44.3
|
%
|
|
$
|
(105.1
|
)
|
|
(51.4
|
)%
|
|
Cash paid for capital expenditures
(5)
|
$
|
81.7
|
|
|
$
|
69.2
|
|
|
$
|
74.0
|
|
|
$
|
12.5
|
|
|
18.1
|
%
|
|
$
|
(4.8
|
)
|
|
(6.5
|
)%
|
|
(1)
|
For the twelve months ended December 31, 2013, adjustments included a $3.8 million fourth quarter legal accrual and a $2.4 million loss on the disposal of a small operating company recorded in our International segment, a $1.1 million gain on the disposal of a healthcare product line recorded in our USIS segment and a $2.9 million adjustment for a transaction tax related to prior years that was recorded in each segment and in Corporate as follows: USIS $2.6 million; and Corporate $0.3 million. For the twelve months ended December 31, 2012, adjustments included $90.7 million of accelerated stock-based compensation and related expense resulting from the 2012 Change in Control Transaction that were recorded in each segment and Corporate as follows: USIS $41.0 million; International $14.4 million; Interactive $2.3 million; and Corporate $33.0 million. See Part II, Item 8, “Combined Notes to Consolidated Financial Statements,” Note 2, “Change in Control Transaction,” and Note 14, “Stock-Based Compensation,” for further information about the impact of the 2012 Change in Control Transaction. For the twelve months ended December 31, 2011, adjustments included a $3.6 million outsourcing vendor contract early termination fee and a $2.7 million software impairment and related restructuring charge due to a regulatory change requiring a software platform replacement. Both of these expenses were recorded in our USIS segment.
|
|
(2)
|
Adjusted Operating Income and Adjusted EBITDA are non-GAAP measures. We present Adjusted Operating Income and Adjusted EBITDA as supplemental measures of our operating performance because they eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. In addition to its use as a measure of our operating performance, our board of directors and executive management team focus on Adjusted EBITDA as a compensation measure. Adjusted Operating Income does not reflect certain stock-based compensation and certain other income and expense. Adjusted EBITDA does not reflect our capital expenditures, interest, income tax, depreciation, amortization, stock-based compensation or certain other income and expense. Other companies in our industry may calculate Adjusted Operating Income and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. Because of these limitations, Adjusted Operating Income and Adjusted EBITDA should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. Adjusted Operating Income and Adjusted EBITDA are not measures of financial condition or profitability under GAAP and should not be considered alternatives to cash flow from operating activities, as measures of liquidity or as alternatives to operating income or net income as indicators of operating performance. We believe
|
|
(3)
|
Operating income included additional depreciation and amortization beginning May 1, 2012, as a result of the purchase accounting fair value adjustments to the tangible and intangible assets recorded in connection with the 2012 Change in Control Transaction.
|
|
(4)
|
Other income and expense above includes all amounts included on our consolidated statement of income in other income and expense, net, except for earnings from equity method investments and dividends received from cost method investments. For the twelve months ended December 31, 2013, other income and expense included $10.5 million of acquisition-related expenses and $3.1 million of other expenses. For the twelve months ended December 31, 2012, other income and expense included $42.2 million of acquisition-related expenses, primarily related to the 2012 Change in Control Transaction and the abandoned initial public offering process, and $8.6 million of other income and expense. Of the $42.2 million of acquisition-related expenses, $15.2 million was incurred by TransUnion Holding and $27.0 million was incurred by TransUnion Corp. For the twelve months ended December 31, 2011, other income and expense included a $59.3 million loss on the early extinguishment of debt consisting of a write-off of $49.8 million of previously unamortized deferred financing fees and a prepayment premium of $9.5 million as a result of refinancing our senior secured credit facility in February 2011, and $12.5 million of other income and expense. See Part II, Item 8, “Combined Notes to Consolidated Financial Statements,” Note 12, “Debt,” for further information about the refinancing.
|
|
(5)
|
Capital expenditures for the twelve months ended December 31, 2013, included $14.6 million paid in the first quarter of 2014 for assets received and accrued for in the fourth quarter of 2013. Capital expenditures for the twelve months ended December 31, 2012, included $2.6 million paid in the first quarter of 2013 for assets received and accrued for in the fourth quarter of 2012. Capital expenditures for the 2012 combined period consisted of $20.4 million for TransUnion Corp Predecessor for the four months ended April 30, 2012, and $48.8 million for TransUnion Corp Successor for the eight months ended December 31, 2012. Capital expenditures for the twelve months ended December 31, 2011, included $18.8 million paid in the first quarter of 2011 for assets received and accrued for in the fourth quarter of 2010.
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
|
Twelve months ended December 31,
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||||||
|
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
U.S. Information Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Online Data Services
|
$
|
505.9
|
|
|
$
|
495.6
|
|
|
$
|
451.2
|
|
|
$
|
10.3
|
|
|
2.1
|
%
|
|
$
|
44.4
|
|
|
9.8
|
%
|
|
Credit Marketing Services
|
126.0
|
|
|
132.3
|
|
|
127.1
|
|
|
(6.3
|
)
|
|
(4.8
|
)%
|
|
5.2
|
|
|
4.1
|
%
|
|||||
|
Decision Services
|
108.7
|
|
|
97.6
|
|
|
81.8
|
|
|
11.1
|
|
|
11.4
|
%
|
|
15.8
|
|
|
19.3
|
%
|
|||||
|
Total U.S. Information Services
|
740.6
|
|
|
725.5
|
|
|
660.1
|
|
|
15.1
|
|
|
2.1
|
%
|
|
65.4
|
|
|
9.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
International:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Developed Markets
|
94.8
|
|
|
91.4
|
|
|
88.9
|
|
|
3.4
|
|
|
3.7
|
%
|
|
2.5
|
|
|
2.8
|
%
|
|||||
|
Emerging Markets
|
144.1
|
|
|
143.0
|
|
|
127.2
|
|
|
1.1
|
|
|
0.8
|
%
|
|
15.8
|
|
|
12.4
|
%
|
|||||
|
Total International
|
238.9
|
|
|
234.4
|
|
|
216.1
|
|
|
4.5
|
|
|
1.9
|
%
|
|
18.3
|
|
|
8.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interactive
|
203.7
|
|
|
180.1
|
|
|
147.8
|
|
|
23.6
|
|
|
13.1
|
%
|
|
32.3
|
|
|
21.9
|
%
|
|||||
|
Total revenue
|
$
|
1,183.2
|
|
|
$
|
1,140.0
|
|
|
$
|
1,024.0
|
|
|
$
|
43.2
|
|
|
3.8
|
%
|
|
$
|
116.0
|
|
|
11.3
|
%
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
|
Twelve months ended December 31,
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||||||
|
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
Cost of services
|
$
|
472.4
|
|
|
$
|
470.2
|
|
|
$
|
421.5
|
|
|
$
|
2.2
|
|
|
0.5
|
%
|
|
$
|
48.7
|
|
|
11.6
|
%
|
|
Selling, general and administrative
|
354.8
|
|
|
384.6
|
|
|
264.5
|
|
|
(29.8
|
)
|
|
(7.7
|
)%
|
|
120.1
|
|
|
45.4
|
%
|
|||||
|
Depreciation and amortization
|
186.8
|
|
|
144.2
|
|
|
85.3
|
|
|
42.6
|
|
|
29.5
|
%
|
|
58.9
|
|
|
69.1
|
%
|
|||||
|
Total operating expenses
|
$
|
1,014.0
|
|
|
$
|
999.0
|
|
|
$
|
771.3
|
|
|
$
|
15.0
|
|
|
1.5
|
%
|
|
$
|
227.7
|
|
|
29.5
|
%
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
|
Twelve months ended December 31,
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||||||
|
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
Operating income
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
U.S. Information Services
|
$
|
154.7
|
|
|
$
|
155.1
|
|
|
$
|
185.8
|
|
|
$
|
(0.4
|
)
|
|
(0.3
|
)%
|
|
$
|
(30.7
|
)
|
|
(16.5
|
)%
|
|
International
|
19.5
|
|
|
24.4
|
|
|
66.7
|
|
|
(4.9
|
)
|
|
(20.1
|
)%
|
|
(42.3
|
)
|
|
(63.4
|
)%
|
|||||
|
Interactive
|
65.6
|
|
|
61.7
|
|
|
56.5
|
|
|
3.9
|
|
|
6.3
|
%
|
|
5.2
|
|
|
9.2
|
%
|
|||||
|
Corporate
|
(70.6
|
)
|
|
(100.2
|
)
|
|
(56.3
|
)
|
|
29.6
|
|
|
29.5
|
%
|
|
(43.9
|
)
|
|
(78.0
|
)%
|
|||||
|
Total operating income
|
$
|
169.2
|
|
|
$
|
141.0
|
|
|
$
|
252.7
|
|
|
$
|
28.2
|
|
|
20.0
|
%
|
|
$
|
(111.7
|
)
|
|
(44.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
U.S. Information Services
|
20.9
|
%
|
|
21.4
|
%
|
|
28.1
|
%
|
|
|
|
(0.5
|
)%
|
|
|
|
nm
|
|
|||||||
|
International
|
8.2
|
%
|
|
10.4
|
%
|
|
30.9
|
%
|
|
|
|
(2.2
|
)%
|
|
|
|
nm
|
|
|||||||
|
Interactive
|
32.2
|
%
|
|
34.3
|
%
|
|
38.2
|
%
|
|
|
|
(2.1
|
)%
|
|
|
|
nm
|
|
|||||||
|
Total operating margin
|
14.3
|
%
|
|
12.4
|
%
|
|
24.7
|
%
|
|
|
|
1.9
|
%
|
|
|
|
nm
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Adjusted Operating Income
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
U.S. Information Services
|
$
|
156.3
|
|
|
$
|
196.1
|
|
|
$
|
192.1
|
|
|
$
|
(39.8
|
)
|
|
(20.3
|
)%
|
|
$
|
4.0
|
|
|
2.1
|
%
|
|
International
|
25.7
|
|
|
38.8
|
|
|
66.7
|
|
|
(13.1
|
)
|
|
(33.8
|
)%
|
|
(27.9
|
)
|
|
(41.8
|
)%
|
|||||
|
Interactive
|
65.6
|
|
|
64.0
|
|
|
56.5
|
|
|
1.6
|
|
|
2.5
|
%
|
|
7.5
|
|
|
13.3
|
%
|
|||||
|
Corporate
|
(70.4
|
)
|
|
(67.2
|
)
|
|
(56.3
|
)
|
|
(3.2
|
)
|
|
(4.8
|
)%
|
|
(10.9
|
)
|
|
(19.4
|
)%
|
|||||
|
Total Adjusted Operating Income
|
$
|
177.2
|
|
|
$
|
231.7
|
|
|
$
|
259.0
|
|
|
$
|
(54.5
|
)
|
|
(23.5
|
)%
|
|
$
|
(27.3
|
)
|
|
(10.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Adjusted Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
U.S. Information Services
|
21.1
|
%
|
|
27.0
|
%
|
|
29.1
|
%
|
|
|
|
(5.9
|
)%
|
|
|
|
(2.1
|
)%
|
|||||||
|
International
|
10.8
|
%
|
|
16.6
|
%
|
|
30.9
|
%
|
|
|
|
(5.8
|
)%
|
|
|
|
(14.3
|
)%
|
|||||||
|
Interactive
|
32.2
|
%
|
|
35.5
|
%
|
|
38.2
|
%
|
|
|
|
(3.3
|
)%
|
|
|
|
(2.7
|
)%
|
|||||||
|
Total adjusted operating margin
|
15.0
|
%
|
|
20.3
|
%
|
|
25.3
|
%
|
|
|
|
(5.3
|
)%
|
|
|
|
(5.0
|
)%
|
|||||||
|
(1)
|
For 2013, operating income included additional depreciation and amortization resulting from the fair value basis adjustments to the tangible and intangible assets made in connection with the 2012 Change in Control Transaction. The $42.6 million increase in depreciation and amortization, which is primarily related to the purchase accounting fair value adjustments, was recorded in each segment and in Corporate as follows: USIS $28.1 million; International $10.4 million; Interactive $2.4 million; and Corporate $1.7 million. For 2012, operating income included $90.7 million of accelerated stock-based compensation and related expense recorded primarily by TransUnion Corp Predecessor as a result of the 2012 Change in Control Transaction that were recorded in each segment and in Corporate as follows: USIS $41.0 million; International $14.4 million; Interactive $2.3 million; and Corporate $33.0 million. For 2012, operating income also included additional depreciation and amortization as a result of the 2012 Change in Control Transaction fair value adjustments. The $58.9 million increase in depreciation and amortization was recorded in each segment and in Corporate as follows: USIS $34.3 million; International $21.8 million; Interactive $2.2 million; and Corporate $0.6 million. See Part II, Item 8, “Combined Notes to Consolidated Financial Statements,” Note 2, “Change in Control Transaction,” and Note 14, “Stock-Based Compensation,” for further information about the impact of the 2012 Change in Control Transaction.
|
|
(2)
|
See footnote 2 to the “Key Performance Measures” table above for a discussion about Adjusted Operating Income, why we use it, its limitations, and the reconciliation to its most directly comparable GAAP measure, operating income.
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
|
Twelve months ended December 31,
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||||||
|
(dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
Interest expense
|
$
|
(197.6
|
)
|
|
$
|
(165.5
|
)
|
|
$
|
(126.4
|
)
|
|
$
|
(32.1
|
)
|
|
19.4
|
%
|
|
$
|
(39.1
|
)
|
|
30.9
|
%
|
|
Interest income
|
1.7
|
|
|
1.4
|
|
|
0.7
|
|
|
0.3
|
|
|
21.4
|
%
|
|
0.7
|
|
|
100.0
|
%
|
|||||
|
Other income and expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Loan fees
|
(3.8
|
)
|
|
(5.0
|
)
|
|
(60.9
|
)
|
|
1.2
|
|
|
(24.0
|
)%
|
|
55.9
|
|
|
(91.8
|
)%
|
|||||
|
Acquisition fees
|
(10.5
|
)
|
|
(42.2
|
)
|
|
(8.5
|
)
|
|
31.7
|
|
|
(75.1
|
)%
|
|
(33.7
|
)
|
|
396.5
|
%
|
|||||
|
Earnings from equity method investments
|
13.7
|
|
|
12.1
|
|
|
11.4
|
|
|
1.6
|
|
|
13.2
|
%
|
|
0.7
|
|
|
6.1
|
%
|
|||||
|
Dividends from cost method investments
|
0.7
|
|
|
0.6
|
|
|
0.6
|
|
|
0.1
|
|
|
16.7
|
%
|
|
—
|
|
|
—
|
%
|
|||||
|
Other
|
0.7
|
|
|
(3.6
|
)
|
|
(2.5
|
)
|
|
4.3
|
|
|
(119.4
|
)%
|
|
(1.1
|
)
|
|
44.0
|
%
|
|||||
|
Total other income and expense, net
|
0.8
|
|
|
(38.1
|
)
|
|
(59.9
|
)
|
|
38.9
|
|
|
(102.1
|
)%
|
|
21.8
|
|
|
(36.4
|
)%
|
|||||
|
Non-operating income and expense
|
$
|
(195.1
|
)
|
|
$
|
(202.2
|
)
|
|
$
|
(185.6
|
)
|
|
$
|
7.1
|
|
|
(3.5
|
)%
|
|
$
|
(16.6
|
)
|
|
8.9
|
%
|
|
|
TransUnion Holding Twelve Months Ended December 31, 2013
|
|
TransUnion Holding Date of Inception Through December 31, 2012
(1)
|
|
TransUnion Corp Predecessor Four Months Ended April 30, 2012
|
|
Combined Twelve Months Ended December 31, 2012
|
|
TransUnion Corp Predecessor Twelve Months Ended December 31, 2011
|
|
2013 vs. 2012 Change
|
|
2012 vs. 2011 Change
|
||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
(dollars in millions)
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Cash provided by operating activities of continuing operations
|
$
|
143.4
|
|
|
$
|
47.0
|
|
|
$
|
52.4
|
|
|
$
|
99.4
|
|
|
$
|
204.5
|
|
|
$
|
44.0
|
|
|
$
|
(105.1
|
)
|
|
Cash used in operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
1.3
|
|
|||||||
|
Cash (used in) provided by investing activities
|
(367.0
|
)
|
|
(1,547.1
|
)
|
|
(19.6
|
)
|
|
(1,566.7
|
)
|
|
(181.6
|
)
|
|
1,199.7
|
|
|
(1,385.1
|
)
|
|||||||
|
Cash (used in) provided by financing activities
|
187.3
|
|
|
1,655.1
|
|
|
(45.0
|
)
|
|
1,610.1
|
|
|
(41.2
|
)
|
|
(1,422.8
|
)
|
|
1,651.3
|
|
|||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(6.8
|
)
|
|
(0.7
|
)
|
|
0.8
|
|
|
0.1
|
|
|
(3.8
|
)
|
|
(6.9
|
)
|
|
3.9
|
|
|||||||
|
Net change in cash and cash equivalents
|
$
|
(43.1
|
)
|
|
$
|
154.3
|
|
|
$
|
(11.4
|
)
|
|
$
|
142.9
|
|
|
$
|
(23.4
|
)
|
|
$
|
(186.0
|
)
|
|
$
|
166.3
|
|
|
(in millions)
|
Operating
leases
|
|
Purchase
obligations
|
|
Debt
repayments
|
|
Loan fees
and interest
payments
|
|
Total
|
||||||||||
|
2014
|
$
|
11.3
|
|
|
$
|
174.8
|
|
|
$
|
13.8
|
|
|
$
|
215.4
|
|
|
$
|
415.3
|
|
|
2015
|
8.7
|
|
|
29.0
|
|
|
12.6
|
|
|
214.6
|
|
|
264.9
|
|
|||||
|
2016
|
7.1
|
|
|
14.2
|
|
|
12.6
|
|
|
213.8
|
|
|
247.7
|
|
|||||
|
2017
|
5.9
|
|
|
8.5
|
|
|
11.6
|
|
|
212.4
|
|
|
238.4
|
|
|||||
|
2018
|
5.5
|
|
|
5.9
|
|
|
1,656.6
|
|
|
97.1
|
|
|
1,765.1
|
|
|||||
|
Thereafter
|
10.3
|
|
|
3.2
|
|
|
1,065.3
|
|
|
5.9
|
|
|
1,084.7
|
|
|||||
|
Totals
|
$
|
48.8
|
|
|
$
|
235.6
|
|
|
$
|
2,772.5
|
|
|
$
|
959.2
|
|
|
$
|
4,016.1
|
|
|
TransUnion Holding Company, Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Enhances investors’ understanding of TransUnion Holding and TransUnion Corp by enabling investors to view the business as a whole, the same manner as management views and operates the business;
|
|
•
|
Provides a more readable presentation of required disclosures with less duplication, since a substantial portion of the disclosures apply to both TransUnion Holding and TransUnion Corp.
|
|
•
|
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of TransUnion Holding Company, Inc.;
|
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles;
|
|
•
|
provide reasonable assurance that receipts and expenditures of TransUnion Holding Company, Inc. are being made only in accordance with the authorizations of management and directors of TransUnion Holding Company, Inc.; and
|
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
111.2
|
|
|
$
|
154.3
|
|
|
Trade accounts receivable, net of allowance of $0.7 and $1.7
|
165.0
|
|
|
163.6
|
|
||
|
Other current assets
|
73.5
|
|
|
82.7
|
|
||
|
Total current assets
|
349.7
|
|
|
400.6
|
|
||
|
Property, plant and equipment, net of accumulated depreciation of $70.2 and $26.4
|
150.4
|
|
|
121.2
|
|
||
|
Marketable securities
|
9.9
|
|
|
11.4
|
|
||
|
Goodwill
|
1,909.7
|
|
|
1,804.2
|
|
||
|
Other intangibles, net of accumulated amortization of $227.5 and $86.6
|
1,934.0
|
|
|
1,911.6
|
|
||
|
Other assets
|
138.6
|
|
|
129.8
|
|
||
|
Total assets
|
$
|
4,492.3
|
|
|
$
|
4,378.8
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Trade accounts payable
|
$
|
100.3
|
|
|
$
|
78.4
|
|
|
Current portion of long-term debt
|
13.8
|
|
|
10.6
|
|
||
|
Other current liabilities
|
133.5
|
|
|
129.3
|
|
||
|
Total current liabilities
|
247.6
|
|
|
218.3
|
|
||
|
Long-term debt
|
2,853.1
|
|
|
2,670.3
|
|
||
|
Deferred taxes
|
636.9
|
|
|
657.5
|
|
||
|
Other liabilities
|
22.6
|
|
|
21.9
|
|
||
|
Total liabilities
|
3,760.2
|
|
|
3,568.0
|
|
||
|
Redeemable noncontrolling interests
|
17.6
|
|
|
14.7
|
|
||
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock, $0.01 par value; 200.0 million shares authorized at December 31, 2013 and December 31, 2012, 110.7 million and 110.2 million shares issued as of December 31, 2013 and December 31, 2012, respectively; and 110.2 million and 110.1 million shares outstanding as of December 31, 2013 and December 31, 2012, respectively
|
1.1
|
|
|
1.1
|
|
||
|
Additional paid-in capital
|
1,121.8
|
|
|
1,109.4
|
|
||
|
Treasury stock at cost; 0.5 million and 0.1 million shares at December 31, 2013 and December 31, 2012, respectively
|
(4.1
|
)
|
|
(0.7
|
)
|
||
|
Retained earnings (accumulated deficit)
|
(417.7
|
)
|
|
(382.6
|
)
|
||
|
Accumulated other comprehensive income (loss)
|
(73.2
|
)
|
|
(24.4
|
)
|
||
|
Total TransUnion Holding Company, Inc. stockholders’ equity
|
627.9
|
|
|
702.8
|
|
||
|
Noncontrolling interests
|
86.6
|
|
|
93.3
|
|
||
|
Total stockholders’ equity
|
714.5
|
|
|
796.1
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
4,492.3
|
|
|
$
|
4,378.8
|
|
|
|
Twelve Months Ended
December 31, 2013 |
|
From the Date
of Inception Through December 31,2012 |
||||
|
Revenue
|
$
|
1,183.2
|
|
|
$
|
767.0
|
|
|
Operating expenses
|
|
|
|
||||
|
Cost of services (exclusive of depreciation and amortization below)
|
472.4
|
|
|
298.2
|
|
||
|
Selling, general and administrative
|
354.8
|
|
|
212.6
|
|
||
|
Depreciation and amortization
|
186.8
|
|
|
115.0
|
|
||
|
Total operating expenses
|
1,014.0
|
|
|
625.8
|
|
||
|
Operating income
|
169.2
|
|
|
141.2
|
|
||
|
Non-operating income and expense
|
|
|
|
||||
|
Interest expense
|
(197.6
|
)
|
|
(125.0
|
)
|
||
|
Interest income
|
1.7
|
|
|
0.8
|
|
||
|
Earnings from equity method investments
|
13.7
|
|
|
8.0
|
|
||
|
Other income and (expense), net
|
(12.9
|
)
|
|
(22.3
|
)
|
||
|
Total non-operating income and expense
|
(195.1
|
)
|
|
(138.5
|
)
|
||
|
Income (loss) before income taxes
|
(25.9
|
)
|
|
2.7
|
|
||
|
Provision for income taxes
|
(2.3
|
)
|
|
(6.6
|
)
|
||
|
Net loss
|
(28.2
|
)
|
|
(3.9
|
)
|
||
|
Less: net income attributable to noncontrolling interests
|
(6.9
|
)
|
|
(4.9
|
)
|
||
|
Net loss attributable to TransUnion Holding Company, Inc.
|
$
|
(35.1
|
)
|
|
$
|
(8.8
|
)
|
|
|
Twelve Months Ended
December 31, 2013 |
|
From the Date
of Inception Through December 31, 2012 |
||||
|
Net loss
|
$
|
(28.2
|
)
|
|
$
|
(3.9
|
)
|
|
Other comprehensive loss, net of tax
|
|
|
|
||||
|
Foreign currency translation adjustment
|
(56.4
|
)
|
|
(22.7
|
)
|
||
|
Net unrealized gain (loss) on hedges (net of tax at 36%)
|
3.0
|
|
|
(3.7
|
)
|
||
|
Total other comprehensive loss, net of tax
|
(53.4
|
)
|
|
(26.4
|
)
|
||
|
Comprehensive loss
|
(81.6
|
)
|
|
(30.3
|
)
|
||
|
Less: comprehensive income attributable to noncontrolling interests
|
(2.3
|
)
|
|
(2.9
|
)
|
||
|
Comprehensive loss attributable to TransUnion Holding Company, Inc.
|
$
|
(83.9
|
)
|
|
$
|
(33.2
|
)
|
|
|
Twelve Months Ended December 31, 2013
|
|
From the Date
of Inception Through
December 31, 2012
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income (loss)
|
$
|
(28.2
|
)
|
|
$
|
(3.9
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
186.8
|
|
|
115.0
|
|
||
|
Equity in net income of affiliates, net of dividends
|
(3.6
|
)
|
|
1.3
|
|
||
|
Deferred taxes
|
(16.2
|
)
|
|
(5.1
|
)
|
||
|
Amortization of senior notes purchase accounting fair value adjustment and note discount
|
(17.1
|
)
|
|
(10.8
|
)
|
||
|
(Gains) / losses on sale or exchange of assets
|
(1.0
|
)
|
|
—
|
|
||
|
Deferred financing fees
|
8.2
|
|
|
2.1
|
|
||
|
Stock-based compensation
|
6.3
|
|
|
2.7
|
|
||
|
Provision (reduction) for losses on trade accounts receivable
|
0.8
|
|
|
(1.9
|
)
|
||
|
Other
|
(0.9
|
)
|
|
2.6
|
|
||
|
Changes in assets and liabilities:
|
|
|
|
||||
|
Trade accounts receivable
|
(3.1
|
)
|
|
(1.0
|
)
|
||
|
Other current and long-term assets
|
(8.6
|
)
|
|
(78.8
|
)
|
||
|
Trade accounts payable
|
5.9
|
|
|
(0.8
|
)
|
||
|
Other current and long-term liabilities
|
14.1
|
|
|
25.6
|
|
||
|
Cash provided by operating activities
|
143.4
|
|
|
47.0
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Capital expenditures for property and equipment
|
(81.7
|
)
|
|
(48.8
|
)
|
||
|
Proceeds from sale of trading securities
|
4.4
|
|
|
—
|
|
||
|
Investments in trading securities
|
(1.8
|
)
|
|
(0.5
|
)
|
||
|
Acquisition of TransUnion Corp., net of cash acquired
|
—
|
|
|
(1,485.9
|
)
|
||
|
Proceeds from sale of other assets
|
4.3
|
|
|
—
|
|
||
|
Other acquisitions and purchases of noncontrolling interests, net of cash acquired
|
(282.3
|
)
|
|
(14.2
|
)
|
||
|
Acquisition related deposits
|
(10.0
|
)
|
|
3.7
|
|
||
|
Other
|
0.1
|
|
|
(1.4
|
)
|
||
|
Cash used in investing activities
|
(367.0
|
)
|
|
(1,547.1
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from senior secured term loan
|
1,133.4
|
|
|
—
|
|
||
|
Extinguishment of senior secured term loan
|
(923.4
|
)
|
|
—
|
|
||
|
Proceeds from revolving line of credit
|
65.0
|
|
|
—
|
|
||
|
Payment on revolving line of credit
|
(65.0
|
)
|
|
—
|
|
||
|
Proceeds from 9.625% notes
|
—
|
|
|
600.0
|
|
||
|
Proceeds from 8.125% notes
|
—
|
|
|
398.0
|
|
||
|
Repayments of debt
|
(11.9
|
)
|
|
(17.2
|
)
|
||
|
Debt financing fees
|
(5.2
|
)
|
|
(41.3
|
)
|
||
|
Proceeds from issuance of common stock
|
5.8
|
|
|
1,097.3
|
|
||
|
Treasury stock purchases
|
(3.4
|
)
|
|
(0.7
|
)
|
||
|
Dividends
|
—
|
|
|
(373.8
|
)
|
||
|
Distributions to noncontrolling interests
|
(8.0
|
)
|
|
(7.2
|
)
|
||
|
Cash provided by financing activities
|
187.3
|
|
|
1,655.1
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(6.8
|
)
|
|
(0.7
|
)
|
||
|
Net change in cash and cash equivalents
|
(43.1
|
)
|
|
154.3
|
|
||
|
Cash and cash equivalents, beginning of period
|
154.3
|
|
|
—
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
111.2
|
|
|
$
|
154.3
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
TRANSUNION HOLDING COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows-Continued
(in millions)
|
||||||||
|
|
Twelve Months Ended December 31, 2013
|
|
From the Date
of Inception Through
December 31, 2012
|
|||||
|
Noncash investing activities:
|
|
|
|
|||||
|
Property and equipment acquired through capital lease obligations
|
$
|
2.0
|
|
|
$
|
—
|
|
|
|
Noncash financing activities:
|
|
|
|
|||||
|
Exchange of TransUnion Holding Company, Inc. common stock for ownership interest in TransUnion Corp.
|
$
|
—
|
|
|
$
|
10.4
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|||||
|
Cash paid from inception through December 31, 2012 for:
|
|
|
|
|||||
|
Interest
|
$
|
211.8
|
|
|
$
|
140.4
|
|
|
|
Income taxes, net of refunds
|
23.3
|
|
|
14.9
|
|
|||
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other Comp
Income
(Loss)
|
|
Non-controlling
Interests
|
|
Total
|
|
Redeemable
Non-
controlling
Interests
(Temporary
Equity)
|
|||||||||||||||||
|
Balance, February 15, 2012 (inception)
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
|
4.9
|
|
|
(3.9
|
)
|
|
—
|
|
||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
(2.0
|
)
|
|
(26.4
|
)
|
|
—
|
|
||||||||
|
Acquisition of noncontrolling interests in TransUnion Corp. subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.6
|
|
|
26.6
|
|
|
—
|
|
||||||||
|
Purchase accounting adjustments related to acquisition of TransUnion Corp.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87.0
|
|
|
87.0
|
|
|
(0.3
|
)
|
||||||||
|
Reclassification of redeemable non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.9
|
)
|
|
(17.9
|
)
|
|
17.9
|
|
||||||||
|
Acquisition of Africa subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
|
—
|
|
||||||||
|
Additional acquisition price for Brazil subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
(7.2
|
)
|
|
—
|
|
||||||||
|
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(3.3
|
)
|
||||||||
|
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(373.8
|
)
|
|
—
|
|
|
—
|
|
|
(373.8
|
)
|
|
—
|
|
||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||||||
|
Issuance of stock
|
110.2
|
|
|
1.1
|
|
|
1,106.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,107.7
|
|
|
—
|
|
||||||||
|
Treasury stock purchased
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
||||||||
|
Balance December 31, 2012
|
110.1
|
|
|
$
|
1.1
|
|
|
$
|
1,109.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
(382.6
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
93.3
|
|
|
$
|
796.1
|
|
|
$
|
14.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
TRANSUNION HOLDING COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Paid-In
Capital |
|
Treasury
Stock
|
|
Retained
Earnings (Accumulated Deficit) |
|
Accumulated
Other Comp Income (Loss) |
|
Non-controlling
Interests |
|
Total
|
|
Redeemable
Non- controlling Interests (Temporary Equity) |
|||||||||||||||||
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.1
|
)
|
|
—
|
|
|
6.8
|
|
|
(28.3
|
)
|
|
0.1
|
|
||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.8
|
)
|
|
(1.9
|
)
|
|
(50.7
|
)
|
|
(2.7
|
)
|
||||||||
|
Acquisition of Brazil subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
||||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|
(7.8
|
)
|
|
(0.2
|
)
|
||||||||
|
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(1.9
|
)
|
||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
||||||||
|
Issuance of stock
|
0.4
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
||||||||
|
Exercise of stock options
|
0.1
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||||||
|
Treasury stock purchased
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
||||||||
|
Purchase accounting adjustments related to acquisition of TransUnion Corp. subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
|
—
|
|
||||||||
|
Disposal of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
||||||||
|
Stockholder Contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||||||
|
Balance, December 31, 2013
|
110.2
|
|
|
$
|
1.1
|
|
|
$
|
1,121.8
|
|
|
$
|
(4.1
|
)
|
|
$
|
(417.7
|
)
|
|
$
|
(73.2
|
)
|
|
$
|
86.6
|
|
|
$
|
714.5
|
|
|
$
|
17.6
|
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of TransUnion;
|
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles;
|
|
•
|
provide reasonable assurance that receipts and expenditures of TransUnion are being made only in accordance with the authorizations of management and directors of TransUnion; and
|
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
111.2
|
|
|
$
|
154.3
|
|
|
Trade accounts receivable, net of allowance of $0.7 and $1.7
|
165.0
|
|
|
163.6
|
|
||
|
Other current assets
|
81.0
|
|
|
58.7
|
|
||
|
Total current assets
|
357.2
|
|
|
376.6
|
|
||
|
Property, plant and equipment, net of accumulated depreciation of $70.2 and $26.4
|
150.4
|
|
|
121.2
|
|
||
|
Marketable securities
|
9.9
|
|
|
11.4
|
|
||
|
Goodwill
|
1,909.7
|
|
|
1,804.2
|
|
||
|
Other intangibles, net of accumulated amortization of $227.5 and $86.6
|
1,934.0
|
|
|
1,911.6
|
|
||
|
Other assets
|
110.6
|
|
|
95.7
|
|
||
|
Total assets
|
$
|
4,471.8
|
|
|
$
|
4,320.7
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Trade accounts payable
|
$
|
100.2
|
|
|
$
|
77.5
|
|
|
Current portion of long-term debt
|
13.8
|
|
|
10.6
|
|
||
|
Other current liabilities
|
167.7
|
|
|
107.0
|
|
||
|
Total current liabilities
|
281.7
|
|
|
195.1
|
|
||
|
Long-term debt
|
1,854.8
|
|
|
1,672.3
|
|
||
|
Deferred taxes
|
624.0
|
|
|
645.8
|
|
||
|
Other liabilities
|
22.5
|
|
|
21.6
|
|
||
|
Total liabilities
|
2,783.0
|
|
|
2,534.8
|
|
||
|
Redeemable noncontrolling interests
|
17.6
|
|
|
14.7
|
|
||
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock, $0.01 par value; one thousand shares authorized, one hundred shares issued at December 31, 2013 and December 31, 2012; one hundred shares outstanding as of December 31, 2013 and December 31, 2012
|
—
|
|
|
—
|
|
||
|
Additional paid-in capital
|
1,693.7
|
|
|
1,687.2
|
|
||
|
Treasury stock at cost; 0 shares at December 31, 2013 and December 31, 2012
|
—
|
|
|
—
|
|
||
|
Retained earnings (accumulated deficit)
|
(35.9
|
)
|
|
15.1
|
|
||
|
Accumulated other comprehensive income (loss)
|
(73.2
|
)
|
|
(24.4
|
)
|
||
|
Total TransUnion Corp. stockholders’ equity
|
1,584.6
|
|
|
1,677.9
|
|
||
|
Noncontrolling interests
|
86.6
|
|
|
93.3
|
|
||
|
Total stockholders’ equity
|
1,671.2
|
|
|
1,771.2
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
4,471.8
|
|
|
$
|
4,320.7
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Twelve Months Ended December 31, 2013
|
|
Eight Months
Ended December 31, 2012 |
|
|
Four Months
Ended
April 30, 2012
|
|
Twelve Months Ended December 31, 2011
|
||||||||
|
Revenue
|
$
|
1,183.2
|
|
|
$
|
767.0
|
|
|
|
$
|
373.0
|
|
|
$
|
1,024.0
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
|
Cost of services (exclusive of depreciation and amortization below)
|
472.4
|
|
|
298.2
|
|
|
|
172.0
|
|
|
421.5
|
|
||||
|
Selling, general and administrative
|
353.5
|
|
|
211.7
|
|
|
|
172.0
|
|
|
264.5
|
|
||||
|
Depreciation and amortization
|
186.8
|
|
|
115.0
|
|
|
|
29.2
|
|
|
85.3
|
|
||||
|
Total operating expenses
|
1,012.7
|
|
|
624.9
|
|
|
|
373.2
|
|
|
771.3
|
|
||||
|
Operating income (loss)
|
170.5
|
|
|
142.1
|
|
|
|
(0.2
|
)
|
|
252.7
|
|
||||
|
Non-operating income and expense
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense
|
(101.4
|
)
|
|
(72.8
|
)
|
|
|
(40.5
|
)
|
|
(126.4
|
)
|
||||
|
Interest income
|
1.7
|
|
|
0.8
|
|
|
|
0.6
|
|
|
0.7
|
|
||||
|
Earnings from equity method investments
|
13.7
|
|
|
8.0
|
|
|
|
4.1
|
|
|
11.4
|
|
||||
|
Other income and (expense), net
|
(12.6
|
)
|
|
(5.9
|
)
|
|
|
(27.9
|
)
|
|
(71.3
|
)
|
||||
|
Total non-operating income and expense
|
(98.6
|
)
|
|
(69.9
|
)
|
|
|
(63.7
|
)
|
|
(185.6
|
)
|
||||
|
Income (loss) before income taxes
|
71.9
|
|
|
72.2
|
|
|
|
(63.9
|
)
|
|
67.1
|
|
||||
|
(Provision) benefit for income taxes
|
(21.8
|
)
|
|
(24.3
|
)
|
|
|
11.5
|
|
|
(17.8
|
)
|
||||
|
Income (loss) from continuing operations
|
50.1
|
|
|
47.9
|
|
|
|
(52.4
|
)
|
|
49.3
|
|
||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(0.5
|
)
|
||||
|
Net income (loss)
|
50.1
|
|
|
47.9
|
|
|
|
(52.4
|
)
|
|
48.8
|
|
||||
|
Less: net income attributable to noncontrolling interests
|
(6.9
|
)
|
|
(4.9
|
)
|
|
|
(2.5
|
)
|
|
(8.0
|
)
|
||||
|
Net income (loss) attributable to TransUnion Corp.
|
$
|
43.2
|
|
|
$
|
43.0
|
|
|
|
$
|
(54.9
|
)
|
|
$
|
40.8
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Twelve
Months Ended December 31, 2013 |
|
Eight
Months Ended December 31, 2012 |
|
|
Four
Months Ended April 30, 2012 |
|
Twelve
Months Ended December 31, 2011 |
||||||||
|
Net income (loss)
|
$
|
50.1
|
|
|
$
|
47.9
|
|
|
|
$
|
(52.4
|
)
|
|
$
|
48.8
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustment
|
(56.4
|
)
|
|
(22.7
|
)
|
|
|
2.5
|
|
|
(14.5
|
)
|
||||
|
Net unrealized gain (loss) on hedges (net of tax at 36%)
|
3.0
|
|
|
(3.7
|
)
|
|
|
—
|
|
|
—
|
|
||||
|
Total other comprehensive income (loss), net of tax
|
(53.4
|
)
|
|
(26.4
|
)
|
|
|
2.5
|
|
|
(14.5
|
)
|
||||
|
Comprehensive income (loss)
|
(3.3
|
)
|
|
21.5
|
|
|
|
(49.9
|
)
|
|
34.3
|
|
||||
|
Less: comprehensive income attributable to noncontrolling interests
|
(2.3
|
)
|
|
(2.9
|
)
|
|
|
(2.8
|
)
|
|
(6.4
|
)
|
||||
|
Comprehensive income (loss) attributable to TransUnion Corp.
|
$
|
(5.6
|
)
|
|
$
|
18.6
|
|
|
|
$
|
(52.7
|
)
|
|
$
|
27.9
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Twelve
Months Ended December 31, 2013 |
|
Eight
Months Ended December 31, 2012 |
|
|
Four
Months Ended April 30, 2012 |
|
Twelve
Months Ended December 31, 2011 |
||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss)
|
$
|
50.1
|
|
|
$
|
47.9
|
|
|
|
$
|
(52.4
|
)
|
|
$
|
48.8
|
|
|
Less: income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(0.5
|
)
|
||||
|
Income (loss) from continuing operations
|
50.1
|
|
|
47.9
|
|
|
|
(52.4
|
)
|
|
49.3
|
|
||||
|
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Depreciation and amortization
|
186.8
|
|
|
115.0
|
|
|
|
29.2
|
|
|
85.3
|
|
||||
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
|
—
|
|
|
59.3
|
|
||||
|
Stock-based compensation
|
6.2
|
|
|
2.3
|
|
|
|
2.0
|
|
|
4.6
|
|
||||
|
Deferred financing fees
|
2.5
|
|
|
—
|
|
|
|
3.9
|
|
|
4.2
|
|
||||
|
Provision (reduction) for losses on trade accounts receivable
|
0.8
|
|
|
(1.9
|
)
|
|
|
3.1
|
|
|
1.9
|
|
||||
|
Change in control transaction fees
|
—
|
|
|
0.4
|
|
|
|
20.9
|
|
|
—
|
|
||||
|
Deferred taxes
|
(12.1
|
)
|
|
11.8
|
|
|
|
(18.3
|
)
|
|
(3.5
|
)
|
||||
|
Amortization of 11.375% notes purchase accounting fair value adjustment
|
(17.4
|
)
|
|
(10.8
|
)
|
|
|
—
|
|
|
—
|
|
||||
|
Equity in net income of affiliates, net of dividends
|
(3.6
|
)
|
|
1.3
|
|
|
|
(3.7
|
)
|
|
(3.4
|
)
|
||||
|
(Gain) loss on sale or exchange of property
|
(1.0
|
)
|
|
—
|
|
|
|
0.1
|
|
|
(0.3
|
)
|
||||
|
Other
|
(0.9
|
)
|
|
2.6
|
|
|
|
(0.7
|
)
|
|
2.8
|
|
||||
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
|
Trade accounts receivable
|
(3.1
|
)
|
|
(1.0
|
)
|
|
|
(24.7
|
)
|
|
(11.6
|
)
|
||||
|
Other current and long-term assets
|
(4.1
|
)
|
|
2.8
|
|
|
|
1.5
|
|
|
(3.3
|
)
|
||||
|
Trade accounts payable
|
6.1
|
|
|
(1.2
|
)
|
|
|
1.6
|
|
|
14.9
|
|
||||
|
Other current and long-term liabilities
|
28.8
|
|
|
(77.5
|
)
|
|
|
89.9
|
|
|
4.3
|
|
||||
|
Cash provided by operating activities of continuing operations
|
239.1
|
|
|
91.7
|
|
|
|
52.4
|
|
|
204.5
|
|
||||
|
Cash used in operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(1.3
|
)
|
||||
|
Cash provided by operating activities
|
239.1
|
|
|
91.7
|
|
|
|
52.4
|
|
|
203.2
|
|
||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Capital expenditures for property and equipment
|
(81.7
|
)
|
|
(48.8
|
)
|
|
|
(20.4
|
)
|
|
(74.0
|
)
|
||||
|
Investments in trading securities
|
(1.8
|
)
|
|
(0.5
|
)
|
|
|
(1.1
|
)
|
|
(1.2
|
)
|
||||
|
Proceeds from sale of trading securities
|
4.4
|
|
|
—
|
|
|
|
1.1
|
|
|
9.9
|
|
||||
|
Proceeds from sale and redemption of investments in available-for-sale securities
|
—
|
|
|
—
|
|
|
|
—
|
|
|
0.2
|
|
||||
|
Investments in held-to-maturity securities
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(6.3
|
)
|
||||
|
Proceeds from held-to-maturity securities
|
—
|
|
|
—
|
|
|
|
—
|
|
|
6.3
|
|
||||
|
Proceeds from sale of other assets
|
4.3
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
|
Acquisitions and purchases of noncontrolling interests, net of cash acquired
|
(282.3
|
)
|
|
(14.2
|
)
|
|
|
(0.1
|
)
|
|
(105.2
|
)
|
||||
|
Acquisition related deposits
|
(10.0
|
)
|
|
3.7
|
|
|
|
—
|
|
|
(8.6
|
)
|
||||
|
Other
|
0.1
|
|
|
(1.4
|
)
|
|
|
0.9
|
|
|
(2.7
|
)
|
||||
|
Cash used in investing activities
|
(367.0
|
)
|
|
(61.2
|
)
|
|
|
(19.6
|
)
|
|
(181.6
|
)
|
||||
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Twelve
Months Ended December 31, 2013 |
|
Eight
Months Ended December 31, 2012 |
|
|
Four
Months Ended April 30, 2012 |
|
Twelve
Months Ended December 31, 2011 |
||||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Proceeds from senior secured term loan
|
1,133.4
|
|
|
—
|
|
|
|
—
|
|
|
950.0
|
|
||||
|
Extinguishment of senior secured term loan
|
(923.4
|
)
|
|
—
|
|
|
|
—
|
|
|
(945.2
|
)
|
||||
|
Prepayment fee on early extinguishment of senior secured term loan
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(9.5
|
)
|
||||
|
Proceeds from revolving line of credit
|
65.0
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
|
Payment on revolving line of credit
|
(65.0
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
|
Repayments of debt
|
(11.9
|
)
|
|
(17.2
|
)
|
|
|
(14.6
|
)
|
|
(11.7
|
)
|
||||
|
Treasury stock purchases
|
—
|
|
|
—
|
|
|
|
(1.3
|
)
|
|
(0.2
|
)
|
||||
|
Distribution of merger consideration
|
—
|
|
|
—
|
|
|
|
(1.3
|
)
|
|
(4.3
|
)
|
||||
|
Debt financing fees
|
(4.3
|
)
|
|
—
|
|
|
|
(6.1
|
)
|
|
(11.3
|
)
|
||||
|
Change in control transaction fees
|
—
|
|
|
(0.4
|
)
|
|
|
(20.9
|
)
|
|
—
|
|
||||
|
Distributions to noncontrolling interests
|
(8.0
|
)
|
|
(7.2
|
)
|
|
|
(0.4
|
)
|
|
(8.5
|
)
|
||||
|
Dividends to TransUnion Holding
|
(94.2
|
)
|
|
(27.9
|
)
|
|
|
—
|
|
|
—
|
|
||||
|
Stockholder contributions
|
—
|
|
|
80.8
|
|
|
|
—
|
|
|
0.3
|
|
||||
|
Other
|
—
|
|
|
—
|
|
|
|
(0.4
|
)
|
|
(0.8
|
)
|
||||
|
Cash provided by (used in) financing activities
|
91.6
|
|
|
28.1
|
|
|
|
(45.0
|
)
|
|
(41.2
|
)
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(6.8
|
)
|
|
(0.7
|
)
|
|
|
0.8
|
|
|
(3.8
|
)
|
||||
|
Net change in cash and cash equivalents
|
(43.1
|
)
|
|
57.9
|
|
|
|
(11.4
|
)
|
|
(23.4
|
)
|
||||
|
Cash and cash equivalents, beginning of period
|
154.3
|
|
|
96.4
|
|
|
|
107.8
|
|
|
131.2
|
|
||||
|
Cash and cash equivalents, end of period
|
$
|
111.2
|
|
|
$
|
154.3
|
|
|
|
$
|
96.4
|
|
|
$
|
107.8
|
|
|
Noncash investing activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Note payable for acquisition of noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
Property and equipment acquired through capital lease obligations
|
2.0
|
|
|
—
|
|
|
|
—
|
|
|
0.3
|
|
||||
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
||||||||
|
Interest
|
$
|
117.6
|
|
|
$
|
112.5
|
|
|
|
$
|
12.7
|
|
|
$
|
122.8
|
|
|
Income taxes, net of refunds
|
23.3
|
|
|
14.9
|
|
|
|
5.6
|
|
|
10.1
|
|
||||
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other Comp
Income
(Loss)
|
|
Non-
controlling
Interests
|
|
Total
|
|
Redeemable
Non-
controlling
Interests
(Temporary
Equity)
|
|||||||||||||||||
|
Predecessor balance, December 31, 2010
|
29.8
|
|
|
$
|
0.3
|
|
|
$
|
893.5
|
|
|
$
|
—
|
|
|
$
|
(1,780.6
|
)
|
|
$
|
9.3
|
|
|
$
|
15.5
|
|
|
$
|
(862.0
|
)
|
|
$
|
—
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.8
|
|
|
—
|
|
|
8.0
|
|
|
48.8
|
|
|
—
|
|
||||||||
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.9
|
)
|
|
(1.6
|
)
|
|
(14.5
|
)
|
|
—
|
|
||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
||||||||
|
Issuance of stock
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||||||
|
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(5.9
|
)
|
|
—
|
|
||||||||
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||||
|
Acquisition of Brazil subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.8
|
|
|
10.8
|
|
|
—
|
|
||||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|
(8.5
|
)
|
|
—
|
|
||||||||
|
Stockholder contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
||||||||
|
Treasury stock purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||||||
|
Effects of merger transaction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||||||
|
Predecessor balance, December 31, 2011
|
29.8
|
|
|
$
|
0.3
|
|
|
$
|
893.9
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1,739.0
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
24.2
|
|
|
$
|
(824.4
|
)
|
|
$
|
—
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.9
|
)
|
|
—
|
|
|
2.5
|
|
|
(52.4
|
)
|
|
—
|
|
||||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
0.3
|
|
|
2.5
|
|
|
—
|
|
||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
||||||||
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||||
|
Impact of share-based awards modification
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
||||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
—
|
|
||||||||
|
Treasury stock purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
||||||||
|
Effects of merger transaction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||||||
|
Predecessor balance, April 30, 2012
|
29.8
|
|
|
$
|
0.3
|
|
|
$
|
892.7
|
|
|
$
|
(1.5
|
)
|
|
$
|
(1,794.3
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
26.6
|
|
|
$
|
(877.6
|
)
|
|
$
|
—
|
|
|
Purchase accounting adjustments related to acquisition of TransUnion Corp.
|
(29.8
|
)
|
|
(0.3
|
)
|
|
711.3
|
|
|
1.5
|
|
|
1,794.3
|
|
|
1.4
|
|
|
87.0
|
|
|
2,595.2
|
|
|
(0.3
|
)
|
||||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.0
|
|
|
—
|
|
|
4.9
|
|
|
47.9
|
|
|
—
|
|
||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
(2.0
|
)
|
|
(26.4
|
)
|
|
—
|
|
||||||||
|
Reclassification of redeemable non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.9
|
)
|
|
(17.9
|
)
|
|
17.9
|
|
||||||||
|
Acquisition of Africa subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
|
—
|
|
||||||||
|
TRANSUNION CORP. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity—Continued (in millions) |
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other Comp
Income
(Loss)
|
|
Non-
controlling
Interests
|
|
Total
|
|
Redeemable
Non-
controlling
Interests
(Temporary
Equity)
|
|||||||||||||||||
|
Additional acquisition price for Brazil subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||||
|
Dividends to TransUnion Holding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
|
—
|
|
||||||||
|
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(3.3
|
)
|
||||||||
|
Stockholder contribution
|
—
|
|
|
—
|
|
|
80.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.8
|
|
|
—
|
|
||||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
(7.2
|
)
|
|
—
|
|
||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||||||
|
Successor balance, December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
$
|
1,687.2
|
|
|
$
|
—
|
|
|
$
|
15.1
|
|
|
$
|
(24.4
|
)
|
|
$
|
93.3
|
|
|
$
|
1,771.2
|
|
|
$
|
14.7
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.2
|
|
|
—
|
|
|
6.8
|
|
|
50.0
|
|
|
0.1
|
|
||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.8
|
)
|
|
(1.9
|
)
|
|
(50.7
|
)
|
|
(2.7
|
)
|
||||||||
|
Acquisition of Brazil subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
||||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|
(7.8
|
)
|
|
(0.2
|
)
|
||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
||||||||
|
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(1.9
|
)
|
||||||||
|
Dividends to TransUnion Holding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94.2
|
)
|
|
—
|
|
|
—
|
|
|
(94.2
|
)
|
|
—
|
|
||||||||
|
Purchase accounting adjustments related to acquisition of TransUnion Corp. subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
|
—
|
|
||||||||
|
Disposal of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
||||||||
|
Stockholder contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||||||
|
Successor balance, December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
1,693.7
|
|
|
$
|
—
|
|
|
$
|
(35.9
|
)
|
|
$
|
(73.2
|
)
|
|
$
|
86.6
|
|
|
$
|
1,671.2
|
|
|
$
|
17.6
|
|
|
(in millions)
|
Fair Value
|
||
|
Trade accounts receivable
|
$
|
162.4
|
|
|
Property and equipment
|
112.9
|
|
|
|
Identifiable intangible assets
|
1,986.4
|
|
|
|
Goodwill
(1)
|
1,794.8
|
|
|
|
All other assets
|
302.3
|
|
|
|
Total assets acquired
|
$
|
4,358.8
|
|
|
Existing debt (including fair value adjustment)
|
(1,710.8
|
)
|
|
|
All other liabilities
|
(945.4
|
)
|
|
|
Noncontrolling interests
|
(109.9
|
)
|
|
|
Net assets of acquired company
|
$
|
1,592.7
|
|
|
(1)
|
For tax purposes,
$128.8 million
of goodwill is tax deductible.
|
|
(in millions)
|
Fair Value
|
|
Estimated
Useful Life
|
||
|
Database and credit files
|
$
|
765.0
|
|
|
15 years
|
|
Technology and software
|
364.6
|
|
|
7 years
|
|
|
Trade names and trademarks
|
546.1
|
|
|
40 years
|
|
|
Customer relationships
|
308.0
|
|
|
20 years
|
|
|
Other
|
2.7
|
|
|
5 years
|
|
|
Total identifiable intangible assets
|
$
|
1,986.4
|
|
|
|
|
(in millions)
|
Fair Value
|
||
|
Other current assets
|
$
|
0.3
|
|
|
Property and equipment
|
10.6
|
|
|
|
Identifiable intangible assets
|
88.4
|
|
|
|
Goodwill
(1)
|
58.9
|
|
|
|
Total assets acquired
|
$
|
158.2
|
|
|
Total liabilities assumed
|
(5.8
|
)
|
|
|
Net assets of acquired company
|
$
|
152.4
|
|
|
(1)
|
All of the goodwill is deductible for tax purposes.
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Deferred income tax assets
|
$
|
22.1
|
|
|
$
|
36.3
|
|
|
Prepaid expenses
|
34.9
|
|
|
33.8
|
|
||
|
Income taxes receivable
|
6.8
|
|
|
4.7
|
|
||
|
Deferred financing fees
|
6.8
|
|
|
5.7
|
|
||
|
Other
|
2.9
|
|
|
2.2
|
|
||
|
Total other current assets
|
$
|
73.5
|
|
|
$
|
82.7
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Deferred income tax assets
|
$
|
37.1
|
|
|
$
|
18.9
|
|
|
Prepaid expenses
|
34.9
|
|
|
33.8
|
|
||
|
Income taxes receivable
|
5.7
|
|
|
3.8
|
|
||
|
Deferred financing fees
|
0.4
|
|
|
—
|
|
||
|
Other
|
2.9
|
|
|
2.2
|
|
||
|
Total other current assets
|
$
|
81.0
|
|
|
$
|
58.7
|
|
|
(in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
Computer equipment and furniture
|
$
|
107.8
|
|
|
$
|
75.5
|
|
|
Building and building improvements
|
64.3
|
|
|
42.7
|
|
||
|
Purchased software
|
45.3
|
|
|
26.2
|
|
||
|
Land
|
3.2
|
|
|
3.2
|
|
||
|
Total cost of property, plant and equipment
|
220.6
|
|
|
147.6
|
|
||
|
Less: accumulated depreciation
|
(70.2
|
)
|
|
(26.4
|
)
|
||
|
Total property, plant and equipment, net of accumulated depreciation
|
$
|
150.4
|
|
|
$
|
121.2
|
|
|
(in millions)
|
USIS
|
|
International
|
|
Interactive
|
|
Total
|
||||||||
|
TransUnion Corp. Predecessor balance, December 31, 2011
|
$
|
147.5
|
|
|
$
|
81.8
|
|
|
$
|
45.9
|
|
|
$
|
275.2
|
|
|
Acquisitions
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||
|
Tax deductible goodwill adjustment
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
||||
|
Foreign exchange rate adjustment
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
||||
|
TransUnion Corp. Predecessor balance, April 30, 2012
|
$
|
147.5
|
|
|
$
|
74.1
|
|
|
$
|
45.9
|
|
|
$
|
267.5
|
|
|
Purchase accounting adjustments related to acquisition of TransUnion Corp.
|
987.8
|
|
|
455.3
|
|
|
90.9
|
|
|
1,534.0
|
|
||||
|
Acquisitions
|
—
|
|
|
9.9
|
|
|
—
|
|
|
9.9
|
|
||||
|
Tax deductible goodwill adjustment
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
||||
|
Additional purchase price related to acquisition of Brazil subsidiary
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
||||
|
Goodwill related to disposed equity method investment
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
|
Foreign exchange rate adjustment
|
—
|
|
|
(15.5
|
)
|
|
—
|
|
|
(15.5
|
)
|
||||
|
TransUnion Holding and TransUnion Corp. Successor balance, December 31, 2012
|
$
|
1,135.3
|
|
|
$
|
532.1
|
|
|
$
|
136.8
|
|
|
$
|
1,804.2
|
|
|
Purchase accounting adjustments
|
(4.7
|
)
|
|
(3.8
|
)
|
|
(0.6
|
)
|
|
(9.1
|
)
|
||||
|
Acquisitions
|
125.9
|
|
|
25.4
|
|
|
—
|
|
|
151.3
|
|
||||
|
Tax deductible goodwill adjustment
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
||||
|
Foreign exchange rate adjustment
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
|
(33.9
|
)
|
||||
|
Sale of Africa subsidiary
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
|
TransUnion Holding and TransUnion Corp. Successor balance, December 31, 2013
|
$
|
1,256.5
|
|
|
$
|
517.0
|
|
|
$
|
136.2
|
|
|
$
|
1,909.7
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
(in millions)
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
Database and credit files
|
$
|
761.8
|
|
|
$
|
(84.3
|
)
|
|
$
|
677.5
|
|
|
$
|
763.6
|
|
|
$
|
(33.9
|
)
|
|
$
|
729.7
|
|
|
Internal use software
|
510.4
|
|
|
(94.7
|
)
|
|
415.7
|
|
|
380.3
|
|
|
(34.8
|
)
|
|
345.5
|
|
||||||
|
Customer relationships
|
336.1
|
|
|
(25.8
|
)
|
|
310.3
|
|
|
306.7
|
|
|
(10.3
|
)
|
|
296.4
|
|
||||||
|
Trademarks, copyrights and patents
|
550.7
|
|
|
(22.2
|
)
|
|
528.5
|
|
|
545.5
|
|
|
(7.4
|
)
|
|
538.1
|
|
||||||
|
Noncompete and other agreements
|
2.5
|
|
|
(0.5
|
)
|
|
2.0
|
|
|
2.1
|
|
|
(0.2
|
)
|
|
1.9
|
|
||||||
|
Total intangible assets
|
$
|
2,161.5
|
|
|
$
|
(227.5
|
)
|
|
$
|
1,934.0
|
|
|
$
|
1,998.2
|
|
|
$
|
(86.6
|
)
|
|
$
|
1,911.6
|
|
|
(in millions)
|
Annual
Amortization
Expense
|
||
|
2014
|
$
|
155.5
|
|
|
2015
|
154.8
|
|
|
|
2016
|
148.7
|
|
|
|
2017
|
143.2
|
|
|
|
2018
|
141.3
|
|
|
|
Thereafter
|
1,190.5
|
|
|
|
Total future amortization expense
|
$
|
1,934.0
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Investments in affiliated companies
|
$
|
92.4
|
|
|
$
|
88.6
|
|
|
Deferred financing fees
|
29.7
|
|
|
34.0
|
|
||
|
Deposits
|
15.8
|
|
|
6.3
|
|
||
|
Other
|
0.7
|
|
|
0.9
|
|
||
|
Total other assets
|
$
|
138.6
|
|
|
$
|
129.8
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Investments in affiliated companies
|
$
|
92.4
|
|
|
$
|
88.6
|
|
|
Deposits
|
15.8
|
|
|
6.3
|
|
||
|
Deferred financing fees
|
1.6
|
|
|
—
|
|
||
|
Other
|
0.8
|
|
|
0.8
|
|
||
|
Total other assets
|
$
|
110.6
|
|
|
$
|
95.7
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Trans Union de Mexico, S.A. (25.69% ownership interest)
|
$
|
50.0
|
|
|
$
|
49.4
|
|
|
Credit Information Bureau (India) Ltd. (27.5% ownership interest)
|
28.4
|
|
|
26.6
|
|
||
|
All other equity method investments
|
6.1
|
|
|
4.7
|
|
||
|
Total equity method investments
|
$
|
84.5
|
|
|
$
|
80.7
|
|
|
Total cost method investments
|
7.9
|
|
|
7.9
|
|
||
|
Total investments in affiliated companies
|
$
|
92.4
|
|
|
$
|
88.6
|
|
|
(in millions)
|
|
TransUnion
Holding and TransUnion Corp Successor Year Ended December, 2013 |
|
TransUnion
Holding From the Date of Inception through December 31, 2012 |
|
TransUnion
Corp Successor Eight Months Ended December 31, 2012 |
|
TransUnion Corp
Predecessor Four Months Ended April 30, 2012 |
|
TransUnion Corp
Predecessor Year Ended December 31, 2011 |
||||||||||
|
Earnings from equity method investments
|
|
$
|
13.7
|
|
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
4.1
|
|
|
$
|
11.4
|
|
|
Dividends received from equity method investments
|
|
$
|
10.1
|
|
|
$
|
9.3
|
|
|
$
|
9.3
|
|
|
$
|
0.4
|
|
|
$
|
8.0
|
|
|
(in millions)
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
||
|
Current assets
|
|
$
|
62.6
|
|
|
$
|
61.4
|
|
|
Noncurrent assets
|
|
$
|
19.8
|
|
|
$
|
22.1
|
|
|
Current liabilities
|
|
$
|
22.4
|
|
|
$
|
23.2
|
|
|
Noncurrent liabilities
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
|
(in millions)
|
|
Year Ended December 31, 2013
|
|
Eight Months Ended December 31, 2012
|
|
Four Months Ended April 30, 2012
|
|
Year Ended December 31, 2011
|
||||||||
|
Revenue
|
|
$
|
95.2
|
|
|
$
|
60.5
|
|
|
$
|
30.2
|
|
|
$
|
81.9
|
|
|
Operating Income
|
|
$
|
47.6
|
|
|
$
|
27.3
|
|
|
$
|
13.4
|
|
|
$
|
41.0
|
|
|
Income from continuing operations
|
|
$
|
39.0
|
|
|
$
|
22.3
|
|
|
$
|
11.1
|
|
|
$
|
33.1
|
|
|
Net income
|
|
$
|
39.0
|
|
|
$
|
22.3
|
|
|
$
|
11.1
|
|
|
$
|
33.1
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Accrued payroll
|
$
|
63.7
|
|
|
$
|
64.2
|
|
|
Accrued interest
|
23.1
|
|
|
25.8
|
|
||
|
Accrued litigation
|
13.8
|
|
|
5.6
|
|
||
|
Accrued employee benefits
|
9.6
|
|
|
10.6
|
|
||
|
Deferred revenue
|
9.1
|
|
|
12.5
|
|
||
|
Other
|
14.2
|
|
|
10.6
|
|
||
|
Total other current liabilities
|
$
|
133.5
|
|
|
$
|
129.3
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Accrued payroll
|
$
|
63.7
|
|
|
$
|
64.2
|
|
|
Payable to TransUnion Holding
|
52.7
|
|
|
—
|
|
||
|
Accrued litigation
|
13.8
|
|
|
5.6
|
|
||
|
Accrued employee benefits
|
9.6
|
|
|
10.6
|
|
||
|
Deferred revenue
|
9.1
|
|
|
12.5
|
|
||
|
Accrued interest
|
4.9
|
|
|
3.7
|
|
||
|
Other
|
13.9
|
|
|
10.4
|
|
||
|
Total other current liabilities
|
$
|
167.7
|
|
|
$
|
107.0
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Retirement benefits
|
$
|
10.4
|
|
|
$
|
10.6
|
|
|
Unrecognized tax benefits
|
4.6
|
|
|
4.9
|
|
||
|
Other
|
7.6
|
|
|
6.4
|
|
||
|
Total other liabilities
|
$
|
22.6
|
|
|
$
|
21.9
|
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Retirement benefits
|
$
|
10.4
|
|
|
$
|
10.6
|
|
|
Unrecognized tax benefits
|
4.5
|
|
|
4.8
|
|
||
|
Other
|
7.6
|
|
|
6.2
|
|
||
|
Total other liabilities
|
$
|
22.5
|
|
|
$
|
21.6
|
|
|
|
TransUnion Holding
|
|
TransUnion Corp Successor
|
||||||||||||
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||||
|
Senior secured term loan, payable in quarterly installments through February 10, 2019, including variable interest (4.25% at December 31, 2013) at LIBOR or alternate base rate, plus applicable margin, including original discount of $0.2 million at December 31, 2013
|
$
|
1,123.5
|
|
|
$
|
923.4
|
|
|
$
|
1,123.5
|
|
|
$
|
923.4
|
|
|
Senior secured revolving line of credit, due on February 10, 2017, variable interest (4.63% weighted average at December 31, 2013) at LIBOR or alternate base rate, plus applicable margin
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Senior notes, principal due June 15, 2018, semi-annual interest payments, 11.375% fixed interest per annum, including unamortized fair value adjustment of $95.9 million and $113.4 million as of December 31, 2013 and 2012, respectively (11.375% notes)
|
740.9
|
|
|
758.4
|
|
|
740.9
|
|
|
758.4
|
|
||||
|
Senior unsecured PIK toggle notes, principal due June 15, 2018, semi-annual interest payments, 9.625% fixed interest per annum (9.625% notes)
|
600.0
|
|
|
600.0
|
|
|
—
|
|
|
—
|
|
||||
|
Senior unsecured PIK toggle notes, principal due June 15, 2018, semi-annual interest payments, 8.125% fixed interest per annum, including issuance discount of $1.7 million and $2.0 million at December 31, 2013 and 2012, respectively (8.125% notes)
|
398.3
|
|
|
398.0
|
|
|
—
|
|
|
—
|
|
||||
|
Note payable for 2011 acquisition, payable in annual installments through April 15, 2013, excluding imputed interest of 10.0%
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
|
Capital lease obligations
|
4.2
|
|
|
0.2
|
|
|
4.2
|
|
|
0.2
|
|
||||
|
Total debt
|
$
|
2,866.9
|
|
|
$
|
2,680.9
|
|
|
$
|
1,868.6
|
|
|
$
|
1,682.9
|
|
|
Less short-term debt and current maturities
|
(13.8
|
)
|
|
(10.6
|
)
|
|
(13.8
|
)
|
|
(10.6
|
)
|
||||
|
Total long-term debt
|
$
|
2,853.1
|
|
|
$
|
2,670.3
|
|
|
$
|
1,854.8
|
|
|
$
|
1,672.3
|
|
|
(in millions)
|
TransUnion
Holding
|
|
TransUnion
Corp Successor |
||||
|
2014
|
$
|
13.8
|
|
|
$
|
13.8
|
|
|
2015
|
12.6
|
|
|
12.6
|
|
||
|
2016
|
12.6
|
|
|
12.6
|
|
||
|
2017
|
11.6
|
|
|
11.6
|
|
||
|
2018
|
1,656.6
|
|
|
656.6
|
|
||
|
Thereafter
|
1,065.3
|
|
|
1,065.3
|
|
||
|
Unamortized premiums and discounts on notes
|
94.4
|
|
|
96.1
|
|
||
|
Total
|
$
|
2,866.9
|
|
|
$
|
1,868.6
|
|
|
|
TransUnion
Holding Twelve Months Ended |
|
TransUnion
Holding
Inception
Through
|
|
TransUnion
Corp Successor Twelve Months Ended |
|
TransUnion
Corp Successor Eight Months Ended |
|
|
TransUnion
Corp Predecessor Four Months Ended |
|
TransUnion Corp Predecessor Twelve Months Ended |
||||||||||||
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2012 |
|
|
April 30,
2012 |
|
December 31,
2011 |
||||||||||||
|
Senior secured term loan
|
$
|
44.2
|
|
|
$
|
35.0
|
|
|
$
|
44.2
|
|
|
$
|
35.0
|
|
|
|
$
|
15.6
|
|
|
$
|
49.9
|
|
|
Senior secured revolving line of credit
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
|
11.375% notes
|
55.9
|
|
|
38.1
|
|
|
55.9
|
|
|
38.1
|
|
|
|
25.1
|
|
|
75.1
|
|
||||||
|
9.625% notes
|
62.2
|
|
|
46.7
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
|
8.125 % notes
|
34.1
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
0.5
|
|
|
(0.3
|
)
|
|
0.6
|
|
|
(0.3
|
)
|
|
|
(0.2
|
)
|
|
1.4
|
|
||||||
|
Total interest
|
$
|
197.6
|
|
|
$
|
125.0
|
|
|
$
|
101.4
|
|
|
$
|
72.8
|
|
|
|
$
|
40.5
|
|
|
$
|
126.4
|
|
|
|
TransUnion
Holding Twelve Months Ended |
|
TransUnion
Holding
Inception
Through
|
|
TransUnion
Corp Successor Twelve Months Ended |
|
TransUnion
Corp Successor Eight Months Ended |
|
|
TransUnion
Corp Predecessor Four Months Ended |
|
TransUnion Corp Predecessor Twelve Months Ended |
||||||||||||
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2012 |
|
|
April 30,
2012
|
|
December 31,
2011 |
||||||||||||
|
Loss on early extinguishment of senior secured term loan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
59.3
|
|
|
Senior secured term loan
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
|
Senior secured revolving line of credit
|
1.1
|
|
|
0.7
|
|
|
1.1
|
|
|
0.7
|
|
|
|
0.4
|
|
|
1.3
|
|
||||||
|
9.625% notes
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|
|
2.7
|
|
|
0.3
|
|
||||||
|
Total loan fees
|
$
|
3.8
|
|
|
$
|
1.9
|
|
|
$
|
3.8
|
|
|
$
|
0.9
|
|
|
|
$
|
3.1
|
|
|
$
|
60.9
|
|
|
|
TransUnion
Holding
|
|
TransUnion Corp
|
|||||||||||||||||||||
|
(in millions)
|
Twelve Months Ended December 31, 2013
|
|
From Date of Inception Through December 31, 2012
|
|
Successor Twelve Months Ended December 31, 2013
|
|
Successor Eight Months Ended December 31, 2012
|
|
|
Predecessor Four Months Ended April 30,
2012
|
|
Predecessor Twelve Months Ended December 31, 2011
|
||||||||||||
|
Federal
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
15.3
|
|
|
$
|
—
|
|
|
|
$
|
1.0
|
|
|
$
|
(3.0
|
)
|
|
Deferred
|
(15.5
|
)
|
|
(3.0
|
)
|
|
(13.3
|
)
|
|
13.2
|
|
|
|
(16.1
|
)
|
|
(1.3
|
)
|
||||||
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current
|
—
|
|
|
(0.5
|
)
|
|
0.2
|
|
|
0.4
|
|
|
|
0.1
|
|
|
1.6
|
|
||||||
|
Deferred
|
(0.3
|
)
|
|
(0.3
|
)
|
|
1.6
|
|
|
0.4
|
|
|
|
(1.5
|
)
|
|
(1.4
|
)
|
||||||
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current
|
18.4
|
|
|
12.1
|
|
|
18.4
|
|
|
12.1
|
|
|
|
5.7
|
|
|
22.7
|
|
||||||
|
Deferred
|
(0.4
|
)
|
|
(1.8
|
)
|
|
(0.4
|
)
|
|
(1.8
|
)
|
|
|
(0.7
|
)
|
|
(0.8
|
)
|
||||||
|
Total provision (benefit) for income taxes
|
$
|
2.3
|
|
|
$
|
6.6
|
|
|
$
|
21.8
|
|
|
$
|
24.3
|
|
|
|
$
|
(11.5
|
)
|
|
$
|
17.8
|
|
|
|
TransUnion
Holding
|
|
TransUnion Corp
|
|||||||||||||||||||||
|
(in millions)
|
Twelve Months Ended December 31, 2013
|
|
From Date of Inception Through December 31, 2012
|
|
Successor Twelve Months Ended December 31, 2013
|
|
Successor Eight Months Ended December 31, 2012
|
|
|
Predecessor Four Months Ended April 30,
2012
|
|
Predecessor Twelve Months Ended December 31, 2011
|
||||||||||||
|
Domestic
|
$
|
(72.9
|
)
|
|
$
|
(33.3
|
)
|
|
$
|
24.9
|
|
|
$
|
36.2
|
|
|
|
$
|
(79.5
|
)
|
|
$
|
0.2
|
|
|
Foreign
|
47.0
|
|
|
36.0
|
|
|
47.0
|
|
|
36.0
|
|
|
|
15.6
|
|
|
66.9
|
|
||||||
|
Total income (loss) from continuing operations before income taxes
|
$
|
(25.9
|
)
|
|
$
|
2.7
|
|
|
$
|
71.9
|
|
|
$
|
72.2
|
|
|
|
$
|
(63.9
|
)
|
|
$
|
67.1
|
|
|
|
TransUnion Holding
|
|
TransUnion Corp Successor
|
||||||||||||||||||||||||
|
(in millions)
|
Twelve Months Ended December 31, 2013
|
|
From Date of Inception Through December 31, 2012
|
|
Twelve Months Ended December 31, 2013
|
|
Eight Months Ended December 31, 2012
|
||||||||||||||||||||
|
Income taxes at 35% statutory rate
|
$
|
(9.1
|
)
|
|
35.0
|
%
|
|
$
|
0.9
|
|
|
35.0
|
%
|
|
$
|
25.1
|
|
|
35.0
|
%
|
|
$
|
25.3
|
|
|
35.0
|
%
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
State taxes
|
(0.1
|
)
|
|
0.4
|
%
|
|
(0.9
|
)
|
|
(35.0
|
)%
|
|
1.6
|
|
|
2.2
|
%
|
|
0.7
|
|
|
1.0
|
%
|
||||
|
Foreign rate differential
|
(0.9
|
)
|
|
3.5
|
%
|
|
(4.0
|
)
|
|
(148.1
|
)%
|
|
(0.9
|
)
|
|
(1.3
|
)%
|
|
(4.0
|
)
|
|
(5.5
|
)%
|
||||
|
Change in control transaction expenses
|
—
|
|
|
—
|
|
|
1.8
|
|
|
66.7
|
%
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.3
|
%
|
||||
|
Application of ASC 740-30 to foreign earnings
|
15.1
|
|
|
(58.0
|
)%
|
|
4.3
|
|
|
159.2
|
%
|
|
(1.6
|
)
|
|
(2.3
|
)%
|
|
(1.9
|
)
|
|
(2.7
|
)%
|
||||
|
Impact of foreign dividends
|
(1.7
|
)
|
|
6.4
|
%
|
|
5.0
|
|
|
185.2
|
%
|
|
(1.7
|
)
|
|
(2.3
|
)%
|
|
4.9
|
|
|
6.8
|
%
|
||||
|
Other
|
(1.0
|
)
|
|
3.9
|
%
|
|
(0.5
|
)
|
|
(18.6
|
)%
|
|
(0.7
|
)
|
|
(1.0
|
)%
|
|
(0.9
|
)
|
|
(1.2
|
)%
|
||||
|
Total
|
$
|
2.3
|
|
|
(8.8
|
)%
|
|
$
|
6.6
|
|
|
244.4
|
%
|
|
$
|
21.8
|
|
|
30.3
|
%
|
|
$
|
24.3
|
|
|
33.7
|
%
|
|
|
TransUnion Corp Predecessor
|
||||||||||||
|
(in millions)
|
Four Months Ended April 30, 2012
|
|
Twelve Months Ended December 31, 2011
|
||||||||||
|
Income taxes at 35% statutory rate
|
$
|
(22.4
|
)
|
|
35.0
|
%
|
|
$
|
23.5
|
|
|
35.0
|
%
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
||||||
|
State taxes
|
(1.4
|
)
|
|
2.2
|
%
|
|
(0.4
|
)
|
|
(0.6
|
)%
|
||
|
Foreign rate differential
|
(1.2
|
)
|
|
1.9
|
%
|
|
(3.9
|
)
|
|
(5.8
|
)%
|
||
|
Change in control transaction expenses
|
2.7
|
|
|
(4.2
|
)%
|
|
(4.5
|
)
|
|
(6.7
|
)%
|
||
|
Application of ASC 740-30 to foreign earnings
|
8.1
|
|
|
(12.7
|
)%
|
|
2.5
|
|
|
3.7
|
%
|
||
|
Impact of foreign dividends
|
2.0
|
|
|
(3.1
|
)%
|
|
2.0
|
|
|
3.0
|
%
|
||
|
Other
|
0.7
|
|
|
(1.1
|
)%
|
|
(1.4
|
)
|
|
(2.1
|
)%
|
||
|
Total
|
$
|
(11.5
|
)
|
|
18.0
|
%
|
|
$
|
17.8
|
|
|
26.5
|
%
|
|
|
TransUnion
Holding
|
|
TransUnion Corp
Successor |
||||||||||||
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||||
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
||||||||
|
Compensation
|
$
|
6.8
|
|
|
$
|
4.7
|
|
|
$
|
6.8
|
|
|
$
|
4.7
|
|
|
Employee benefits
|
6.3
|
|
|
6.3
|
|
|
6.3
|
|
|
6.3
|
|
||||
|
Legal reserves and settlements
|
3.5
|
|
|
1.9
|
|
|
3.5
|
|
|
1.9
|
|
||||
|
Hedge investments
|
0.4
|
|
|
2.2
|
|
|
0.4
|
|
|
2.2
|
|
||||
|
Financing related costs
|
39.4
|
|
|
46.4
|
|
|
39.4
|
|
|
46.4
|
|
||||
|
Loss and credit carryforwards
|
72.5
|
|
|
71.0
|
|
|
69.3
|
|
|
51.3
|
|
||||
|
Other
|
8.6
|
|
|
6.3
|
|
|
5.4
|
|
|
2.8
|
|
||||
|
Gross deferred income tax assets
|
$
|
137.5
|
|
|
$
|
138.8
|
|
|
$
|
131.1
|
|
|
$
|
115.6
|
|
|
Valuation allowance
|
(25.9
|
)
|
|
(27.2
|
)
|
|
(25.9
|
)
|
|
(27.2
|
)
|
||||
|
Total deferred income tax assets, net
|
$
|
111.6
|
|
|
$
|
111.6
|
|
|
$
|
105.2
|
|
|
$
|
88.4
|
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Depreciation and amortization
|
$
|
(647.3
|
)
|
|
$
|
(662.1
|
)
|
|
$
|
(647.3
|
)
|
|
$
|
(662.1
|
)
|
|
Investments in affiliated companies
|
(17.1
|
)
|
|
(17.1
|
)
|
|
(17.1
|
)
|
|
(17.1
|
)
|
||||
|
Taxes on undistributed foreign earnings
|
(57.1
|
)
|
|
(49.7
|
)
|
|
(22.9
|
)
|
|
(32.2
|
)
|
||||
|
Other
|
(4.9
|
)
|
|
(3.9
|
)
|
|
(4.8
|
)
|
|
(3.9
|
)
|
||||
|
Total deferred income tax liability
|
$
|
(726.4
|
)
|
|
$
|
(732.8
|
)
|
|
$
|
(692.1
|
)
|
|
$
|
(715.3
|
)
|
|
Net deferred income tax liability
|
$
|
(614.8
|
)
|
|
$
|
(621.2
|
)
|
|
$
|
(586.9
|
)
|
|
$
|
(626.9
|
)
|
|
|
TransUnion
Holding
|
|
TransUnion Corp
Successor |
||||||||||||
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||||
|
Balance as of beginning of period
|
$
|
4.9
|
|
|
$
|
3.2
|
|
|
$
|
4.8
|
|
|
$
|
3.2
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
|
Reductions for tax positions of prior years
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
|
Additions for tax positions of current year
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.6
|
|
||||
|
Reductions relating to settlement and lapse of statute
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
|
Balance as of December 31
|
$
|
4.6
|
|
|
$
|
4.9
|
|
|
$
|
4.5
|
|
|
$
|
4.8
|
|
|
|
|
TransUnion Holding Options
|
|
TransUnion Corp Options
|
||||||||||||
|
|
|
For the Year Ended December 31, 2013
|
|
From Date of Inception Through December 31, 2012
|
|
For the Four Months Ended April 30, 2012
|
|
For the Year Ended December 31, 2011
|
||||||||
|
Service condition options:
|
|
|
|
|
|
|
|
|
||||||||
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Expected volatility
|
|
60%-70%
|
|
|
59
|
%
|
|
30
|
%
|
|
30
|
%
|
||||
|
Risk-free interest rate
|
|
0.86%-0.97%
|
|
|
0.89
|
%
|
|
2.4
|
%
|
|
2.40%-2.77%
|
|
||||
|
Expected life, in years
|
|
5.85-6.09
|
|
|
6.19
|
|
|
6.5
|
|
|
6.5
|
|
||||
|
Weighted-average grant date fair value
|
|
$
|
5.61
|
|
|
$
|
4.97
|
|
|
$
|
15.74
|
|
|
$
|
10.24
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Market condition options:
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average grant date fair value
|
|
$
|
5.19
|
|
|
$
|
4.08
|
|
|
$
|
15.15
|
|
|
$
|
5.42
|
|
|
(in millions, except share and per share information)
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
|
Outstanding at December 31, 2012
|
6,532,809
|
|
|
$
|
6.65
|
|
|
|
|
|
||
|
Granted
|
1,601,152
|
|
|
$
|
10.23
|
|
|
|
|
|
||
|
Exercised
|
(97,356
|
)
|
|
$
|
6.65
|
|
|
|
|
|
||
|
Forfeited
|
(929,688
|
)
|
|
$
|
6.65
|
|
|
|
|
|
||
|
Expired
|
(528
|
)
|
|
$
|
6.65
|
|
|
|
|
|
||
|
Outstanding at December 31, 2013
|
7,106,389
|
|
|
$
|
7.46
|
|
|
8.8
|
|
$
|
28.2
|
|
|
Vested and expected to vest at December 31, 2013
|
6,597,718
|
|
|
$
|
7.46
|
|
|
8.8
|
|
$
|
26.2
|
|
|
Exercisable at December 31, 2013
|
587,669
|
|
|
$
|
6.65
|
|
|
8.7
|
|
$
|
2.8
|
|
|
|
|
TransUnion Holding Options
|
|
TransUnion Corp Options
|
||||||||||||
|
(in millions)
|
|
For the Year Ended December 31, 2013
|
|
From Date of Inception Through December 31, 2012
|
|
For the Four Months Ended April 30, 2012
|
|
For the Year Ended December 31, 2011
|
||||||||
|
Intrinsic value of options exercised
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Total fair value of options vested
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
2.7
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
Nonvested at December 31, 2012
|
25,082
|
|
|
$
|
6.65
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Vested
|
—
|
|
|
—
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
Nonvested at December 31, 2013
|
25,082
|
|
|
$
|
6.65
|
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Trading securities
|
$
|
9.9
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest rate swaps
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
||||
|
Total financial instruments at fair value
|
$
|
8.9
|
|
|
$
|
9.9
|
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
|
TransUnion Corp Successor
|
|
|
TransUnion Corp Predecessor
|
||||||||||||
|
|
Year Ended December 31,
|
|
Eight Months
Ended December 31,
|
|
|
Four Months
Ended April, 30
|
|
Year Ended
December 31,
|
||||||||
|
(in millions)
|
2013
|
|
2012
|
|
|
2012
|
|
2011
|
||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
||||||||
|
U.S. Information Services
|
$
|
740.6
|
|
|
$
|
487.4
|
|
|
|
$
|
238.1
|
|
|
$
|
660.1
|
|
|
International
|
238.9
|
|
|
157.8
|
|
|
|
76.6
|
|
|
216.1
|
|
||||
|
Interactive
|
203.7
|
|
|
121.8
|
|
|
|
58.3
|
|
|
147.8
|
|
||||
|
Total
|
$
|
1,183.2
|
|
|
$
|
767.0
|
|
|
|
$
|
373.0
|
|
|
$
|
1,024.0
|
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
||||||||
|
U.S. Information Services
|
$
|
154.7
|
|
|
$
|
121.9
|
|
|
|
$
|
33.2
|
|
|
$
|
185.8
|
|
|
International
|
19.5
|
|
|
19.1
|
|
|
|
5.3
|
|
|
66.7
|
|
||||
|
Interactive
|
65.6
|
|
|
48.7
|
|
|
|
13.0
|
|
|
56.5
|
|
||||
|
Corporate
|
(69.3
|
)
|
|
(47.6
|
)
|
|
|
(51.7
|
)
|
|
(56.3
|
)
|
||||
|
Total
|
$
|
170.5
|
|
|
$
|
142.1
|
|
|
|
$
|
(0.2
|
)
|
|
$
|
252.7
|
|
|
Reconciliation of operating income (loss) to income from continuing operations before income tax:
|
|
|
|
|
|
|
|
|
||||||||
|
Operating income from segments
|
$
|
170.5
|
|
|
$
|
142.1
|
|
|
|
$
|
(0.2
|
)
|
|
$
|
252.7
|
|
|
Non-operating income and expense
|
(98.6
|
)
|
|
(69.9
|
)
|
|
|
(63.7
|
)
|
|
(185.6
|
)
|
||||
|
Income (loss) from continuing operations before income tax
|
$
|
71.9
|
|
|
$
|
72.2
|
|
|
|
$
|
(63.9
|
)
|
|
$
|
67.1
|
|
|
|
TransUnion Corp
Successor
|
|
|
TransUnion Corp Predecessor
|
||||||||||||
|
|
Year Ended December 31,
|
|
Eight Months
Ended December 31,
|
|
|
Four Months
Ended April, 30
|
|
Year Ended
December 31,
|
||||||||
|
(in millions)
|
2013
|
|
2012
|
|
|
2012
|
|
2011
|
||||||||
|
U.S. Information Services
|
$
|
1.4
|
|
|
$
|
0.9
|
|
|
|
$
|
0.5
|
|
|
$
|
1.1
|
|
|
International
|
12.3
|
|
|
7.1
|
|
|
|
3.6
|
|
|
10.3
|
|
||||
|
Interactive
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
|
Total
|
$
|
13.7
|
|
|
$
|
8.0
|
|
|
|
$
|
4.1
|
|
|
$
|
11.4
|
|
|
|
TransUnion
Corp Successor |
|||||||
|
(in millions)
|
December 31,
2013 |
|
|
December 31,
2012 |
||||
|
U.S. Information Services
|
$
|
2,894.7
|
|
|
|
$
|
2,685.3
|
|
|
International
|
1,166.8
|
|
|
|
1,199.0
|
|
||
|
Interactive
|
268.3
|
|
|
|
271.9
|
|
||
|
Corporate
|
142.0
|
|
|
|
164.5
|
|
||
|
Total
|
$
|
4,471.8
|
|
|
|
$
|
4,320.7
|
|
|
|
TransUnion Corp
Successor
|
|
|
TransUnion Corp Predecessor
|
||||||||
|
|
Year Ended
|
|
Eight Months Ended
|
|
|
Four Months Ended
|
||||||
|
(in millions)
|
December 31, 2013
|
|
December 31, 2012
|
|
|
April 30, 2012
|
||||||
|
U.S. Information Services
|
$
|
46.9
|
|
|
$
|
30.8
|
|
|
|
$
|
14.3
|
|
|
International
|
17.1
|
|
|
8.6
|
|
|
|
2.4
|
|
|||
|
Interactive
|
3.9
|
|
|
2.8
|
|
|
|
1.3
|
|
|||
|
Corporate
|
13.8
|
|
|
6.6
|
|
|
|
2.4
|
|
|||
|
Total
|
$
|
81.7
|
|
|
$
|
48.8
|
|
|
|
$
|
20.4
|
|
|
|
TransUnion Corp
Successor
|
|
|
TransUnion Corp Predecessor
|
||||||||||||
|
|
Year Ended December 31,
|
|
Eight Months
Ended December 31,
|
|
|
Four Months
Ended April 30,
|
|
Year Ended
December 31,
|
||||||||
|
(in millions)
|
2013
|
|
2012
|
|
|
2012
|
|
2011
|
||||||||
|
U.S. Information Services
|
$
|
129.3
|
|
|
$
|
78.9
|
|
|
|
$
|
22.3
|
|
|
$
|
66.9
|
|
|
International
|
39.9
|
|
|
25.8
|
|
|
|
3.7
|
|
|
7.8
|
|
||||
|
Interactive
|
8.9
|
|
|
5.2
|
|
|
|
1.3
|
|
|
4.3
|
|
||||
|
Corporate
|
8.7
|
|
|
5.1
|
|
|
|
1.9
|
|
|
6.3
|
|
||||
|
Total
|
$
|
186.8
|
|
|
$
|
115.0
|
|
|
|
$
|
29.2
|
|
|
$
|
85.3
|
|
|
|
TransUnion
Corp Successor
|
|
|
TransUnion Corp Predecessor
|
||||||||
|
|
Year Ended December 31,
|
|
Eight Months
Ended December 31,
|
|
|
Four Months
Ended April 30,
|
|
Year Ended
December 31,
|
||||
|
(in millions)
|
2013
|
|
2012
|
|
|
2012
|
|
2011
|
||||
|
United States
|
80
|
%
|
|
79
|
%
|
|
|
79
|
%
|
|
79
|
%
|
|
South Africa
|
6
|
%
|
|
7
|
%
|
|
|
8
|
%
|
|
9
|
%
|
|
Canada
|
5
|
%
|
|
5
|
%
|
|
|
6
|
%
|
|
6
|
%
|
|
Other
|
9
|
%
|
|
9
|
%
|
|
|
7
|
%
|
|
6
|
%
|
|
|
Percent of Long-Lived
Assets
|
|||||||
|
Country
|
2013
|
|
2012
|
|
2011
|
|||
|
United States
|
85
|
%
|
|
81
|
%
|
|
80
|
%
|
|
South Africa
|
3
|
%
|
|
5
|
%
|
|
5
|
%
|
|
Canada
|
3
|
%
|
|
4
|
%
|
|
2
|
%
|
|
Other
|
9
|
%
|
|
10
|
%
|
|
13
|
%
|
|
(in millions)
|
Operating
Leases
|
|
Purchase
Obligations
|
|
Total
|
||||||
|
2014
|
$
|
11.3
|
|
|
$
|
174.8
|
|
|
$
|
186.1
|
|
|
2015
|
8.7
|
|
|
29.0
|
|
|
37.7
|
|
|||
|
2016
|
7.1
|
|
|
14.2
|
|
|
21.3
|
|
|||
|
2017
|
5.9
|
|
|
8.5
|
|
|
14.4
|
|
|||
|
2018
|
5.5
|
|
|
5.9
|
|
|
11.4
|
|
|||
|
Thereafter
|
10.3
|
|
|
3.2
|
|
|
13.5
|
|
|||
|
Totals
|
$
|
48.8
|
|
|
$
|
235.6
|
|
|
$
|
284.4
|
|
|
|
Three Months Ended
|
||||||||||||||
|
(in millions)
(1)
|
March 31,
2013
|
|
June 30,
2013
|
|
September 30,
2013
|
|
December 31,
2013 |
||||||||
|
Revenue
|
$
|
290.5
|
|
|
$
|
300.8
|
|
|
$
|
299.5
|
|
|
$
|
292.4
|
|
|
Operating income
|
44.2
|
|
|
39.5
|
|
|
49.3
|
|
|
36.3
|
|
||||
|
Net income (loss)
|
(5.0
|
)
|
|
(6.1
|
)
|
|
(1.4
|
)
|
|
(15.7
|
)
|
||||
|
Net income (loss) attributable to TransUnion Holding
|
(6.3
|
)
|
|
(7.8
|
)
|
|
(3.4
|
)
|
|
(17.6
|
)
|
||||
|
(1)
|
The sum of the quarterly totals may not equal the annual totals due to rounding.
|
|
|
Three Months Ended
|
||||||||||||||
|
(in millions)
(1)
|
March 31,
2012
(2)(3)
|
|
June 30,
2012
(3)
|
|
September 30,
2012
|
|
December 31,
2012 |
||||||||
|
Revenue
|
$
|
—
|
|
|
$
|
190.9
|
|
|
$
|
291.7
|
|
|
$
|
284.4
|
|
|
Operating income
|
—
|
|
|
36.5
|
|
|
61.3
|
|
|
43.4
|
|
||||
|
Net income (loss)
|
(8.5
|
)
|
|
(2.3
|
)
|
|
13.5
|
|
|
(6.7
|
)
|
||||
|
Net income (loss) attributable to TransUnion Holding
|
(8.5
|
)
|
|
(3.5
|
)
|
|
11.3
|
|
|
(8.2
|
)
|
||||
|
(1)
|
The sum of the quarterly totals may not equal the annual totals due to rounding.
|
|
(2)
|
Period is from inception of TransUnion Holding, February 15, 2012, through March 31, 2012.
|
|
(3)
|
The financial results of TransUnion Holding include the consolidated results of TransUnion Corp subsequent to April 30, 2012, the date of acquisition. See Note 1, “Significant Accounting and Reporting Policies,” and Note 2, “Change in Control Transaction,” for further information. For the period of inception through March 31, 2012, net income (loss) and net income (loss) attributable to TransUnion Holding included
$7.0 million
of acquisition fees related to the 2012 Change in Control Transaction. For the three months ended June 30, 2012, net income (loss) and net income (loss) attributable to TransUnion Holding included
$8.2 million
of acquisition fees related to the 2012 Change in Control Transaction.
|
|
|
Successor Three Months Ended
|
||||||||||||||
|
(in millions)
(1)
|
March 31,
2013
|
|
June 30,
2013
|
|
September 30,
2013
|
|
December 31,
2013 |
||||||||
|
Revenue
|
$
|
290.5
|
|
|
$
|
300.8
|
|
|
$
|
299.5
|
|
|
$
|
292.4
|
|
|
Operating income
|
44.5
|
|
|
39.8
|
|
|
49.7
|
|
|
36.5
|
|
||||
|
Net income (loss)
|
11.5
|
|
|
11.9
|
|
|
19.5
|
|
|
7.2
|
|
||||
|
Net income (loss) attributable to TransUnion Corp
|
10.2
|
|
|
10.2
|
|
|
17.5
|
|
|
5.3
|
|
||||
|
(1)
|
The sum of the quarterly totals may not equal the annual totals due to rounding.
|
|
|
Predecessor
|
|
|
Successor
|
|
Successor
|
||||||||||||||
|
|
Three Months
Ended March 31,
|
|
One Month
Ended April 30,
|
|
|
Two Months
Ended June 30,
|
|
Three Months
Ended
September 30,
|
|
Three Months
Ended
December 31,
|
||||||||||
|
(in millions)
(1)
|
2012
(2)
|
|
2012
(2)
|
|
|
2012
(2)
|
|
2012
|
|
2012
|
||||||||||
|
Revenue
|
$
|
280.6
|
|
|
$
|
92.4
|
|
|
|
$
|
190.9
|
|
|
$
|
291.7
|
|
|
$
|
284.4
|
|
|
Operating income (loss)
|
65.6
|
|
|
(65.8
|
)
|
|
|
37.0
|
|
|
61.6
|
|
|
43.6
|
|
|||||
|
Net income (loss)
|
12.1
|
|
|
(64.5
|
)
|
|
|
10.8
|
|
|
23.0
|
|
|
14.1
|
|
|||||
|
Net income (loss) attributable to TransUnion Corp
|
10.2
|
|
|
(65.1
|
)
|
|
|
9.6
|
|
|
20.8
|
|
|
12.6
|
|
|||||
|
(1)
|
The sum of the quarterly totals may not equal the annual totals due to rounding.
|
|
(2)
|
For the three months ended March 31, 2012, net income (loss) and net income (loss) attributable to TransUnion Corp included
$2.6 million
of acquisition fees related to the 2012 Change in Control Transaction. For the one month ended April 30, 2012, net income (loss) and net income (loss) attributable to TransUnion Corp included
$18.3 million
of acquisition fees related to the 2012 Change in Control Transaction. For the one month ended April 30, 2012, operating income (loss), net income (loss) and net income (loss) attributable to TransUnion Corp all included
$90.0 million
of accelerated stock-based compensation and related expense as a result of the 2012 Change in Control Transaction. For the two months ended June 30, 2012, operating income (loss), net income (loss) and net income (loss) attributable to TransUnion Corp all included
$0.3 million
of accelerated stock-based compensation and related expense as a result of the 2012 Change in Control Transaction.
|
|
(in millions)
|
Foreign
Currency
Translation
Adjustment
|
|
Net
Unrealized
Gain/(Loss)
On Hedges
|
|
Accumulated
Other
Comprehensive
Income /
(Loss)
|
||||||
|
TransUnion Corp. Predecessor balance at December 31, 2011
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
Change
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||
|
TransUnion Corp. Predecessor balance at April 30, 2012
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
Purchase accounting adjustments
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
|
Change
|
(20.7
|
)
|
|
(3.7
|
)
|
|
(24.4
|
)
|
|||
|
TransUnion Corp Successor and TransUnion Holding balance at December 31, 2012
|
$
|
(20.7
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(24.4
|
)
|
|
Change
|
(51.9
|
)
|
|
$
|
3.1
|
|
|
(48.8
|
)
|
||
|
TransUnion Corp Successor and TransUnion Holding balance at December 31, 2013
|
$
|
(72.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(73.2
|
)
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
19.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91.9
|
|
|
$
|
—
|
|
|
$
|
111.2
|
|
|
Trade accounts receivable, net
|
—
|
|
|
95.3
|
|
|
26.3
|
|
|
43.4
|
|
|
—
|
|
|
165.0
|
|
||||||
|
Due from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
58.3
|
|
|
(58.3
|
)
|
|
—
|
|
||||||
|
Other current assets
|
36.9
|
|
|
37.8
|
|
|
1.2
|
|
|
5.1
|
|
|
—
|
|
|
81.0
|
|
||||||
|
Total current assets
|
56.2
|
|
|
133.1
|
|
|
27.5
|
|
|
198.7
|
|
|
(58.3
|
)
|
|
357.2
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
|
108.1
|
|
|
19.2
|
|
|
23.1
|
|
|
—
|
|
|
150.4
|
|
||||||
|
Marketable securities
|
—
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
||||||
|
Goodwill
|
—
|
|
|
1,145.6
|
|
|
262.1
|
|
|
502.0
|
|
|
—
|
|
|
1,909.7
|
|
||||||
|
Other intangibles, net
|
—
|
|
|
1,537.4
|
|
|
213.6
|
|
|
183.0
|
|
|
—
|
|
|
1,934.0
|
|
||||||
|
Other assets
|
1,615.5
|
|
|
1,084.1
|
|
|
34.4
|
|
|
51.9
|
|
|
(2,675.3
|
)
|
|
110.6
|
|
||||||
|
Total assets
|
$
|
1,671.7
|
|
|
$
|
4,018.2
|
|
|
$
|
556.8
|
|
|
$
|
958.7
|
|
|
$
|
(2,733.6
|
)
|
|
$
|
4,471.8
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade accounts payable
|
$
|
—
|
|
|
$
|
55.7
|
|
|
$
|
25.3
|
|
|
$
|
19.2
|
|
|
$
|
—
|
|
|
$
|
100.2
|
|
|
Due to Affiliates
|
37.9
|
|
|
1.4
|
|
|
12.0
|
|
|
|
|
|
(51.3
|
)
|
|
—
|
|
||||||
|
Current portion of long-term debt
|
—
|
|
|
12.8
|
|
|
1.0
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
13.8
|
|
||||||
|
Other current liabilities
|
62.7
|
|
|
70.6
|
|
|
8.4
|
|
|
26.0
|
|
|
—
|
|
|
167.7
|
|
||||||
|
Total current liabilities
|
100.6
|
|
|
140.5
|
|
|
46.7
|
|
|
52.2
|
|
|
(58.3
|
)
|
|
281.7
|
|
||||||
|
Long-term debt
|
—
|
|
|
1,852.8
|
|
|
2.0
|
|
|
6.5
|
|
|
(6.5
|
)
|
|
1,854.8
|
|
||||||
|
Deferred taxes
|
(13.5
|
)
|
|
542.6
|
|
|
25.9
|
|
|
69.0
|
|
|
—
|
|
|
624.0
|
|
||||||
|
Other liabilities
|
—
|
|
|
15.3
|
|
|
5.7
|
|
|
1.5
|
|
|
—
|
|
|
22.5
|
|
||||||
|
Total liabilities
|
87.1
|
|
|
2,551.2
|
|
|
80.3
|
|
|
129.2
|
|
|
(64.8
|
)
|
|
2,783.0
|
|
||||||
|
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
17.6
|
|
||||||
|
Total TransUnion Corp stockholders’ equity
|
1,584.6
|
|
|
1,467.0
|
|
|
476.5
|
|
|
725.3
|
|
|
(2,668.8
|
)
|
|
1,584.6
|
|
||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
86.6
|
|
|
—
|
|
|
86.6
|
|
||||||
|
Total stockholders’ equity
|
1,584.6
|
|
|
1,467.0
|
|
|
476.5
|
|
|
811.9
|
|
|
(2,668.8
|
)
|
|
1,671.2
|
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
1,671.7
|
|
|
$
|
4,018.2
|
|
|
$
|
556.8
|
|
|
$
|
958.7
|
|
|
$
|
(2,733.6
|
)
|
|
$
|
4,471.8
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
75.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79.0
|
|
|
$
|
—
|
|
|
$
|
154.3
|
|
|
Trade accounts receivable, net
|
—
|
|
|
98.0
|
|
|
19.5
|
|
|
46.1
|
|
|
—
|
|
|
163.6
|
|
||||||
|
Due from affiliates
|
—
|
|
|
—
|
|
|
46.2
|
|
|
56.7
|
|
|
(102.9
|
)
|
|
—
|
|
||||||
|
Other current assets
|
(0.3
|
)
|
|
52.7
|
|
|
(0.7
|
)
|
|
7.0
|
|
|
—
|
|
|
58.7
|
|
||||||
|
Total current assets
|
75.0
|
|
|
150.7
|
|
|
65.0
|
|
|
188.8
|
|
|
(102.9
|
)
|
|
376.6
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
|
95.8
|
|
|
7.8
|
|
|
17.6
|
|
|
—
|
|
|
121.2
|
|
||||||
|
Marketable securities
|
—
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
||||||
|
Goodwill
|
—
|
|
|
961.6
|
|
|
324.6
|
|
|
518.0
|
|
|
—
|
|
|
1,804.2
|
|
||||||
|
Other intangibles, net
|
—
|
|
|
1,629.6
|
|
|
75.8
|
|
|
206.2
|
|
|
—
|
|
|
1,911.6
|
|
||||||
|
Other assets
|
1,611.8
|
|
|
1,235.2
|
|
|
17.6
|
|
|
42.4
|
|
|
(2,811.3
|
)
|
|
95.7
|
|
||||||
|
Total assets
|
$
|
1,686.8
|
|
|
$
|
4,084.3
|
|
|
$
|
490.8
|
|
|
$
|
973.0
|
|
|
$
|
(2,914.2
|
)
|
|
$
|
4,320.7
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade accounts payable
|
$
|
—
|
|
|
$
|
43.2
|
|
|
$
|
18.9
|
|
|
$
|
15.4
|
|
|
$
|
—
|
|
|
$
|
77.5
|
|
|
Due to affiliates
|
14.9
|
|
|
82.5
|
|
|
—
|
|
|
—
|
|
|
(97.4
|
)
|
|
—
|
|
||||||
|
Current portion of long-term debt
|
—
|
|
|
9.5
|
|
|
—
|
|
|
6.6
|
|
|
(5.5
|
)
|
|
10.6
|
|
||||||
|
Other current liabilities
|
7.9
|
|
|
68.4
|
|
|
7.2
|
|
|
23.5
|
|
|
—
|
|
|
107.0
|
|
||||||
|
Total current liabilities
|
22.8
|
|
|
203.6
|
|
|
26.1
|
|
|
45.5
|
|
|
(102.9
|
)
|
|
195.1
|
|
||||||
|
Long-term debt
|
—
|
|
|
1,672.3
|
|
|
—
|
|
|
6.5
|
|
|
(6.5
|
)
|
|
1,672.3
|
|
||||||
|
Deferred taxes
|
(13.9
|
)
|
|
569.1
|
|
|
1.8
|
|
|
88.8
|
|
|
—
|
|
|
645.8
|
|
||||||
|
Other liabilities
|
—
|
|
|
20.5
|
|
|
0.2
|
|
|
0.9
|
|
|
—
|
|
|
21.6
|
|
||||||
|
Total liabilities
|
8.9
|
|
|
2,465.5
|
|
|
28.1
|
|
|
141.7
|
|
|
(109.4
|
)
|
|
2,534.8
|
|
||||||
|
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
||||||
|
Total TransUnion Corp stockholders’ equity
|
1,677.9
|
|
|
1,618.8
|
|
|
462.7
|
|
|
723.3
|
|
|
(2,804.8
|
)
|
|
1,677.9
|
|
||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
93.3
|
|
|
—
|
|
|
93.3
|
|
||||||
|
Total stockholders’ equity
|
1,677.9
|
|
|
1,618.8
|
|
|
462.7
|
|
|
816.6
|
|
|
(2,804.8
|
)
|
|
1,771.2
|
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
1,686.8
|
|
|
$
|
4,084.3
|
|
|
$
|
490.8
|
|
|
$
|
973.0
|
|
|
$
|
(2,914.2
|
)
|
|
$
|
4,320.7
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Revenue
|
$
|
—
|
|
|
$
|
700.7
|
|
|
$
|
279.7
|
|
|
$
|
260.6
|
|
|
$
|
(57.8
|
)
|
|
$
|
1,183.2
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of services
|
—
|
|
|
311.3
|
|
|
118.9
|
|
|
81.3
|
|
|
(39.1
|
)
|
|
472.4
|
|
||||||
|
Selling, general and administrative
|
—
|
|
|
208.7
|
|
|
81.6
|
|
|
83.0
|
|
|
(19.8
|
)
|
|
353.5
|
|
||||||
|
Depreciation and amortization
|
—
|
|
|
146.9
|
|
|
15.6
|
|
|
24.3
|
|
|
—
|
|
|
186.8
|
|
||||||
|
Total operating expenses
|
—
|
|
|
666.9
|
|
|
216.1
|
|
|
188.6
|
|
|
(58.9
|
)
|
|
1,012.7
|
|
||||||
|
Operating income
|
—
|
|
|
33.8
|
|
|
63.6
|
|
|
72.0
|
|
|
1.1
|
|
|
170.5
|
|
||||||
|
Non-operating income and expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest expense
|
—
|
|
|
(101.3
|
)
|
|
0.1
|
|
|
(1.1
|
)
|
|
0.9
|
|
|
(101.4
|
)
|
||||||
|
Interest income
|
—
|
|
|
0.9
|
|
|
—
|
|
|
1.6
|
|
|
(0.8
|
)
|
|
1.7
|
|
||||||
|
Earnings from equity method investments
|
43.6
|
|
|
91.3
|
|
|
16.4
|
|
|
4.5
|
|
|
(142.1
|
)
|
|
13.7
|
|
||||||
|
Other income and (expense), net
|
(0.1
|
)
|
|
(3.8
|
)
|
|
(2.1
|
)
|
|
(5.4
|
)
|
|
(1.2
|
)
|
|
(12.6
|
)
|
||||||
|
Total non-operating income and expense
|
43.5
|
|
|
(12.9
|
)
|
|
14.4
|
|
|
(0.4
|
)
|
|
(143.2
|
)
|
|
(98.6
|
)
|
||||||
|
Income (loss) before income taxes
|
43.5
|
|
|
20.9
|
|
|
78.0
|
|
|
71.6
|
|
|
(142.1
|
)
|
|
71.9
|
|
||||||
|
(Provision) benefit for income taxes
|
(0.3
|
)
|
|
22.7
|
|
|
(28.6
|
)
|
|
(15.6
|
)
|
|
—
|
|
|
(21.8
|
)
|
||||||
|
Net income (loss)
|
43.2
|
|
|
43.6
|
|
|
49.4
|
|
|
56.0
|
|
|
(142.1
|
)
|
|
50.1
|
|
||||||
|
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
||||||
|
Net income (loss) attributable to TransUnion Corp
|
$
|
43.2
|
|
|
$
|
43.6
|
|
|
$
|
49.4
|
|
|
$
|
49.1
|
|
|
$
|
(142.1
|
)
|
|
$
|
43.2
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Net income (loss)
|
$
|
43.2
|
|
|
$
|
43.6
|
|
|
$
|
49.4
|
|
|
$
|
56.0
|
|
|
$
|
(142.1
|
)
|
|
$
|
50.1
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency translation adjustment
|
(51.8
|
)
|
|
(51.8
|
)
|
|
—
|
|
|
(56.4
|
)
|
|
103.6
|
|
|
(56.4
|
)
|
||||||
|
Net unrealized loss on hedges
|
3.0
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
3.0
|
|
||||||
|
Total other comprehensive income (loss), net of tax
|
(48.8
|
)
|
|
(48.8
|
)
|
|
—
|
|
|
(56.4
|
)
|
|
100.6
|
|
|
(53.4
|
)
|
||||||
|
Comprehensive income (loss)
|
(5.6
|
)
|
|
(5.2
|
)
|
|
49.4
|
|
|
(0.4
|
)
|
|
(41.5
|
)
|
|
(3.3
|
)
|
||||||
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||
|
Comprehensive income (loss) attributable to TransUnion Corp
|
$
|
(5.6
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
49.4
|
|
|
$
|
(2.7
|
)
|
|
$
|
(41.5
|
)
|
|
$
|
(5.6
|
)
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Revenue
|
$
|
—
|
|
|
$
|
465.7
|
|
|
$
|
168.2
|
|
|
$
|
176.1
|
|
|
$
|
(43.0
|
)
|
|
$
|
767.0
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of services
|
—
|
|
|
202.3
|
|
|
72.9
|
|
|
52.9
|
|
|
(29.9
|
)
|
|
298.2
|
|
||||||
|
Selling, general and administrative
|
—
|
|
|
135.5
|
|
|
39.3
|
|
|
50.9
|
|
|
(14.0
|
)
|
|
211.7
|
|
||||||
|
Depreciation and amortization
|
—
|
|
|
91.3
|
|
|
7.7
|
|
|
16.0
|
|
|
—
|
|
|
115.0
|
|
||||||
|
Total operating expenses
|
—
|
|
|
429.1
|
|
|
119.9
|
|
|
119.8
|
|
|
(43.9
|
)
|
|
624.9
|
|
||||||
|
Operating income
|
—
|
|
|
36.6
|
|
|
48.3
|
|
|
56.3
|
|
|
0.9
|
|
|
142.1
|
|
||||||
|
Non-operating income and expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest expense
|
—
|
|
|
(73.1
|
)
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
(72.8
|
)
|
||||||
|
Interest income
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.8
|
|
|
(0.2
|
)
|
|
0.8
|
|
||||||
|
Earnings from equity method investments
|
61.5
|
|
|
59.3
|
|
|
—
|
|
|
2.7
|
|
|
(115.5
|
)
|
|
8.0
|
|
||||||
|
Other income and (expense), net
|
(0.3
|
)
|
|
1.4
|
|
|
—
|
|
|
(6.1
|
)
|
|
(0.9
|
)
|
|
(5.9
|
)
|
||||||
|
Total non-operating income and expense
|
61.2
|
|
|
(12.2
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
(116.4
|
)
|
|
(69.9
|
)
|
||||||
|
Income (loss) before income taxes
|
61.2
|
|
|
24.4
|
|
|
48.3
|
|
|
53.8
|
|
|
(115.5
|
)
|
|
72.2
|
|
||||||
|
(Provision) benefit for income taxes
|
(18.2
|
)
|
|
37.1
|
|
|
(21.8
|
)
|
|
(21.4
|
)
|
|
—
|
|
|
(24.3
|
)
|
||||||
|
Net income (loss)
|
43.0
|
|
|
61.5
|
|
|
26.5
|
|
|
32.4
|
|
|
(115.5
|
)
|
|
47.9
|
|
||||||
|
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
||||||
|
Net income (loss) attributable to TransUnion Corp
|
$
|
43.0
|
|
|
$
|
61.5
|
|
|
$
|
26.5
|
|
|
$
|
27.5
|
|
|
$
|
(115.5
|
)
|
|
$
|
43.0
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Net income (loss)
|
$
|
43.0
|
|
|
$
|
61.5
|
|
|
$
|
26.5
|
|
|
$
|
32.4
|
|
|
$
|
(115.5
|
)
|
|
$
|
47.9
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency translation adjustment
|
(20.7
|
)
|
|
(20.7
|
)
|
|
—
|
|
|
(22.7
|
)
|
|
41.4
|
|
|
(22.7
|
)
|
||||||
|
Net unrealized loss on hedges
|
(3.7
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
(3.7
|
)
|
||||||
|
Total other comprehensive income (loss), net of tax
|
(24.4
|
)
|
|
(24.4
|
)
|
|
—
|
|
|
(22.7
|
)
|
|
45.1
|
|
|
(26.4
|
)
|
||||||
|
Comprehensive income (loss)
|
18.6
|
|
|
37.1
|
|
|
26.5
|
|
|
9.7
|
|
|
(70.4
|
)
|
|
21.5
|
|
||||||
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
||||||
|
Comprehensive income (loss) attributable to TransUnion Corp
|
$
|
18.6
|
|
|
$
|
37.1
|
|
|
$
|
26.5
|
|
|
$
|
6.8
|
|
|
$
|
(70.4
|
)
|
|
$
|
18.6
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Revenue
|
$
|
—
|
|
|
$
|
228.7
|
|
|
$
|
82.5
|
|
|
$
|
84.6
|
|
|
$
|
(22.8
|
)
|
|
$
|
373.0
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of services
|
—
|
|
|
122.6
|
|
|
36.1
|
|
|
29.6
|
|
|
(16.3
|
)
|
|
172.0
|
|
||||||
|
Selling, general and administrative
|
0.1
|
|
|
120.0
|
|
|
30.5
|
|
|
28.3
|
|
|
(6.9
|
)
|
|
172.0
|
|
||||||
|
Depreciation and amortization
|
—
|
|
|
19.8
|
|
|
5.9
|
|
|
3.5
|
|
|
—
|
|
|
29.2
|
|
||||||
|
Total operating expenses
|
0.1
|
|
|
262.4
|
|
|
72.5
|
|
|
61.4
|
|
|
(23.2
|
)
|
|
373.2
|
|
||||||
|
Operating income (loss)
|
(0.1
|
)
|
|
(33.7
|
)
|
|
10.0
|
|
|
23.2
|
|
|
0.4
|
|
|
(0.2
|
)
|
||||||
|
Non-operating income and expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest expense
|
(0.3
|
)
|
|
(40.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
(40.5
|
)
|
||||||
|
Interest income
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
0.6
|
|
||||||
|
Earnings (loss) from equity method investments
|
(51.8
|
)
|
|
28.3
|
|
|
—
|
|
|
1.3
|
|
|
26.3
|
|
|
4.1
|
|
||||||
|
Other income and (expense), net
|
(20.9
|
)
|
|
(4.9
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
(0.4
|
)
|
|
(27.9
|
)
|
||||||
|
Total non-operating income and expense
|
(72.7
|
)
|
|
(16.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
25.9
|
|
|
(63.7
|
)
|
||||||
|
Income (loss) before income taxes
|
(72.8
|
)
|
|
(50.2
|
)
|
|
10.0
|
|
|
22.8
|
|
|
26.3
|
|
|
(63.9
|
)
|
||||||
|
(Provision) benefit for income taxes
|
17.9
|
|
|
(1.6
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
11.5
|
|
||||||
|
Net income (loss)
|
(54.9
|
)
|
|
(51.8
|
)
|
|
10.0
|
|
|
18.0
|
|
|
26.3
|
|
|
(52.4
|
)
|
||||||
|
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
||||||
|
Net income (loss) attributable to TransUnion Corp
|
$
|
(54.9
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
10.0
|
|
|
$
|
15.5
|
|
|
$
|
26.3
|
|
|
$
|
(54.9
|
)
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Net income (loss)
|
$
|
(54.9
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
10.0
|
|
|
$
|
18.0
|
|
|
$
|
26.3
|
|
|
$
|
(52.4
|
)
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency translation adjustment
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
2.5
|
|
|
(4.4
|
)
|
|
2.5
|
|
||||||
|
Total other comprehensive income (loss), net of tax
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
2.5
|
|
|
(4.4
|
)
|
|
2.5
|
|
||||||
|
Comprehensive income (loss)
|
(52.7
|
)
|
|
(49.6
|
)
|
|
10.0
|
|
|
20.5
|
|
|
21.9
|
|
|
(49.9
|
)
|
||||||
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
||||||
|
Comprehensive income (loss) attributable to TransUnion Corp
|
$
|
(52.7
|
)
|
|
$
|
(49.6
|
)
|
|
$
|
10.0
|
|
|
$
|
17.7
|
|
|
$
|
21.9
|
|
|
$
|
(52.7
|
)
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Revenue
|
$
|
—
|
|
|
$
|
637.3
|
|
|
$
|
209.4
|
|
|
$
|
238.4
|
|
|
$
|
(61.1
|
)
|
|
$
|
1,024.0
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of services
|
—
|
|
|
295.1
|
|
|
88.3
|
|
|
79.5
|
|
|
(41.4
|
)
|
|
421.5
|
|
||||||
|
Selling, general and administrative
|
0.3
|
|
|
166.9
|
|
|
63.0
|
|
|
55.4
|
|
|
(21.1
|
)
|
|
264.5
|
|
||||||
|
Depreciation and amortization
|
—
|
|
|
60.9
|
|
|
17.1
|
|
|
7.3
|
|
|
—
|
|
|
85.3
|
|
||||||
|
Total operating expenses
|
0.3
|
|
|
522.9
|
|
|
168.4
|
|
|
142.2
|
|
|
(62.5
|
)
|
|
771.3
|
|
||||||
|
Operating income (loss)
|
(0.3
|
)
|
|
114.4
|
|
|
41.0
|
|
|
96.2
|
|
|
1.4
|
|
|
252.7
|
|
||||||
|
Non-operating income and expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest expense
|
(1.3
|
)
|
|
(124.9
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(126.4
|
)
|
||||||
|
Interest income
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.7
|
|
||||||
|
Earnings from equity method investments
|
42.9
|
|
|
89.9
|
|
|
—
|
|
|
3.2
|
|
|
(124.6
|
)
|
|
11.4
|
|
||||||
|
Other income and (expense), net
|
—
|
|
|
(61.9
|
)
|
|
(0.1
|
)
|
|
(7.9
|
)
|
|
(1.4
|
)
|
|
(71.3
|
)
|
||||||
|
Total non-operating income and expense
|
41.6
|
|
|
(96.8
|
)
|
|
(0.1
|
)
|
|
(4.3
|
)
|
|
(126.0
|
)
|
|
(185.6
|
)
|
||||||
|
Income (loss) before income taxes
|
41.3
|
|
|
17.6
|
|
|
40.9
|
|
|
91.9
|
|
|
(124.6
|
)
|
|
67.1
|
|
||||||
|
Benefit (provision) for income taxes
|
(0.5
|
)
|
|
25.3
|
|
|
(20.9
|
)
|
|
(21.7
|
)
|
|
—
|
|
|
(17.8
|
)
|
||||||
|
Income (loss) from continuing operations
|
40.8
|
|
|
42.9
|
|
|
20.0
|
|
|
70.2
|
|
|
(124.6
|
)
|
|
49.3
|
|
||||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||||
|
Net income (loss)
|
40.8
|
|
|
42.9
|
|
|
20.0
|
|
|
69.7
|
|
|
(124.6
|
)
|
|
48.8
|
|
||||||
|
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
||||||
|
Net income (loss) attributable to TransUnion Corp
|
$
|
40.8
|
|
|
$
|
42.9
|
|
|
$
|
20.0
|
|
|
$
|
61.7
|
|
|
$
|
(124.6
|
)
|
|
$
|
40.8
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Net income (loss)
|
$
|
40.8
|
|
|
$
|
42.9
|
|
|
$
|
20.0
|
|
|
$
|
69.7
|
|
|
$
|
(124.6
|
)
|
|
$
|
48.8
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency translation adjustment
|
(12.9
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
(14.5
|
)
|
|
25.8
|
|
|
(14.5
|
)
|
||||||
|
Total other comprehensive income (loss), net of tax
|
(12.9
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
(14.5
|
)
|
|
25.8
|
|
|
(14.5
|
)
|
||||||
|
Comprehensive income (loss)
|
27.9
|
|
|
30.0
|
|
|
20.0
|
|
|
55.2
|
|
|
(98.8
|
)
|
|
34.3
|
|
||||||
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
(6.4
|
)
|
||||||
|
Comprehensive income (loss) attributable to TransUnion Corp
|
$
|
27.9
|
|
|
30.0
|
|
|
$
|
20.0
|
|
|
$
|
48.8
|
|
|
$
|
(98.8
|
)
|
|
$
|
27.9
|
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
43.2
|
|
|
$
|
43.6
|
|
|
$
|
49.4
|
|
|
$
|
56.0
|
|
|
$
|
(142.1
|
)
|
|
$
|
50.1
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
—
|
|
|
146.9
|
|
|
15.6
|
|
|
24.3
|
|
|
—
|
|
|
186.8
|
|
||||||
|
Stock-based compensation
|
—
|
|
|
5.9
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
6.2
|
|
||||||
|
Deferred financing fees
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||||
|
Provision (reduction) for losses on trade accounts receivable
|
—
|
|
|
0.3
|
|
|
(0.2
|
)
|
|
0.7
|
|
|
—
|
|
|
0.8
|
|
||||||
|
Deferred taxes
|
0.7
|
|
|
(13.0
|
)
|
|
4.8
|
|
|
(4.6
|
)
|
|
—
|
|
|
(12.1
|
)
|
||||||
|
Amortization of 11.375% notes purchase accounting fair value adjustment
|
—
|
|
|
(17.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.4
|
)
|
||||||
|
Earnings from equity method investments, net of dividends
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(3.6
|
)
|
||||||
|
Equity in net income from subsidiaries
|
(43.6
|
)
|
|
(82.1
|
)
|
|
(16.4
|
)
|
|
—
|
|
|
142.1
|
|
|
—
|
|
||||||
|
Dividends from subsidiaries
|
153.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153.2
|
)
|
|
—
|
|
||||||
|
(Gain) loss on sale or exchange of property
|
—
|
|
|
(0.8
|
)
|
|
(2.8
|
)
|
|
2.6
|
|
|
—
|
|
|
(1.0
|
)
|
||||||
|
Other
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade accounts receivable
|
—
|
|
|
2.4
|
|
|
(4.4
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
||||||
|
Other current and long-term assets
|
20.8
|
|
|
(75.7
|
)
|
|
56.5
|
|
|
(5.7
|
)
|
|
—
|
|
|
(4.1
|
)
|
||||||
|
Trade accounts payable
|
—
|
|
|
(2.4
|
)
|
|
5.6
|
|
|
2.9
|
|
|
—
|
|
|
6.1
|
|
||||||
|
Other current and long-term liabilities
|
17.3
|
|
|
4.1
|
|
|
2.1
|
|
|
5.3
|
|
|
—
|
|
|
28.8
|
|
||||||
|
Cash provided by (used in) operating activities
|
191.6
|
|
|
11.7
|
|
|
110.4
|
|
|
78.6
|
|
|
(153.2
|
)
|
|
239.1
|
|
||||||
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures for property and equipment
|
—
|
|
|
(55.4
|
)
|
|
(14.1
|
)
|
|
(12.2
|
)
|
|
—
|
|
|
(81.7
|
)
|
||||||
|
Investments in trading securities
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
||||||
|
Proceeds from sale of trading securities
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||||
|
Proceeds from sale of other assets
|
—
|
|
|
0.9
|
|
|
3.2
|
|
|
0.2
|
|
|
—
|
|
|
4.3
|
|
||||||
|
Acquisitions and purchases of noncontrolling interests, net of cash acquired
|
(152.4
|
)
|
|
—
|
|
|
(99.6
|
)
|
|
(30.3
|
)
|
|
—
|
|
|
(282.3
|
)
|
||||||
|
Acquisition related deposits
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
||||||
|
Issuance of notes receivable
|
—
|
|
|
(32.0
|
)
|
|
—
|
|
|
—
|
|
|
32.0
|
|
|
—
|
|
||||||
|
Proceeds from notes receivable
|
—
|
|
|
30.5
|
|
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
|
—
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
|
Cash used in investing activities
|
(153.4
|
)
|
|
(53.4
|
)
|
|
(110.4
|
)
|
|
(51.3
|
)
|
|
1.5
|
|
|
(367.0
|
)
|
||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from senior secured term loan
|
—
|
|
|
1,133.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,133.4
|
|
||||||
|
Extinguishment of senior secured term loan
|
—
|
|
|
(923.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(923.4
|
)
|
||||||
|
Proceeds from revolving line of credit
|
—
|
|
|
65.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.0
|
|
||||||
|
Payment on revolving line of credit
|
—
|
|
|
(65.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.0
|
)
|
||||||
|
Repayments of debt
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
(31.6
|
)
|
|
30.5
|
|
|
(11.9
|
)
|
||||||
|
Debt financing fees
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
||||||
|
Dividends to Parent
|
(94.2
|
)
|
|
(153.2
|
)
|
|
—
|
|
|
—
|
|
|
153.2
|
|
|
(94.2
|
)
|
||||||
|
Proceeds from notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
32.0
|
|
|
(32.0
|
)
|
|
—
|
|
||||||
|
Cash provided by (used in) financing activities
|
(94.2
|
)
|
|
41.7
|
|
|
—
|
|
|
(7.6
|
)
|
|
151.7
|
|
|
91.6
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
||||||
|
Net change in cash and cash equivalents
|
(56.0
|
)
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
—
|
|
|
(43.1
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
75.3
|
|
|
—
|
|
|
—
|
|
|
79.0
|
|
|
—
|
|
|
154.3
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
19.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91.9
|
|
|
$
|
—
|
|
|
$
|
111.2
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
43.0
|
|
|
$
|
61.5
|
|
|
$
|
26.5
|
|
|
$
|
32.4
|
|
|
$
|
(115.5
|
)
|
|
$
|
47.9
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
—
|
|
|
91.3
|
|
|
7.7
|
|
|
16.0
|
|
|
—
|
|
|
115.0
|
|
||||||
|
Stock-based compensation
|
—
|
|
|
2.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||
|
Provision (reduction) for losses on trade accounts receivable
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
0.2
|
|
|
—
|
|
|
(1.9
|
)
|
||||||
|
Change in control transaction fees
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
|
Deferred taxes
|
14.6
|
|
|
(12.1
|
)
|
|
5.0
|
|
|
4.3
|
|
|
—
|
|
|
11.8
|
|
||||||
|
Amortization of 11.375% notes purchase accounting fair value adjustment
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
||||||
|
Earnings from equity method investments, net of dividends
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
1.3
|
|
||||||
|
Equity in net income from subsidiaries
|
(61.5
|
)
|
|
(54.0
|
)
|
|
—
|
|
|
—
|
|
|
115.5
|
|
|
—
|
|
||||||
|
Other
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
2.6
|
|
||||||
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade accounts receivable
|
—
|
|
|
2.3
|
|
|
2.1
|
|
|
(5.4
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
|
Other current and long-term assets
|
72.0
|
|
|
(27.4
|
)
|
|
(28.0
|
)
|
|
(13.8
|
)
|
|
—
|
|
|
2.8
|
|
||||||
|
Trade accounts payable
|
—
|
|
|
5.6
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|
—
|
|
|
(1.2
|
)
|
||||||
|
Other current and long-term liabilities
|
(80.9
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
5.6
|
|
|
—
|
|
|
(77.5
|
)
|
||||||
|
Cash provided by (used in) operating activities
|
(12.4
|
)
|
|
58.4
|
|
|
6.8
|
|
|
38.9
|
|
|
—
|
|
|
91.7
|
|
||||||
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures for property and equipment
|
—
|
|
|
(36.9
|
)
|
|
(6.9
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
(48.8
|
)
|
||||||
|
Investments in trading securities
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
|
Acquisitions and purchases of noncontrolling interests, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
(14.2
|
)
|
||||||
|
Acquisition related deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
||||||
|
Proceeds from notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|
(3.9
|
)
|
|
—
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||
|
Cash used in investing activities
|
—
|
|
|
(37.4
|
)
|
|
(6.8
|
)
|
|
(13.1
|
)
|
|
(3.9
|
)
|
|
(61.2
|
)
|
||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Repayments of debt
|
—
|
|
|
(21.0
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
3.9
|
|
|
(17.2
|
)
|
||||||
|
Change in control transaction fees
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
(7.2
|
)
|
||||||
|
Dividends to TransUnion Holding
|
(27.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
||||||
|
Stockholder contributions
|
80.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.8
|
|
||||||
|
Cash provided by (used in) financing activities
|
52.5
|
|
|
(21.0
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
3.9
|
|
|
28.1
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||||
|
Net change in cash and cash equivalents
|
40.1
|
|
|
—
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
57.9
|
|
||||||
|
Cash and cash equivalents, beginning of period
|
35.2
|
|
|
—
|
|
|
—
|
|
|
61.2
|
|
|
—
|
|
|
96.4
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
75.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79.0
|
|
|
$
|
—
|
|
|
$
|
154.3
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
(54.9
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
10.0
|
|
|
$
|
18.0
|
|
|
$
|
26.3
|
|
|
$
|
(52.4
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
—
|
|
|
19.8
|
|
|
5.9
|
|
|
3.5
|
|
|
—
|
|
|
29.2
|
|
||||||
|
Stock-based compensation
|
—
|
|
|
1.8
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.0
|
|
||||||
|
Deferred financing fees
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
||||||
|
Provision (reduction) for losses on trade accounts receivable
|
—
|
|
|
0.4
|
|
|
2.5
|
|
|
0.2
|
|
|
—
|
|
|
3.1
|
|
||||||
|
Change in control transaction fees
|
20.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.9
|
|
||||||
|
Deferred taxes
|
(17.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(18.3
|
)
|
||||||
|
Earnings from equity method investments, net of dividends
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(3.7
|
)
|
||||||
|
Equity in net (income) loss from subsidiaries
|
51.8
|
|
|
(25.5
|
)
|
|
—
|
|
|
—
|
|
|
(26.3
|
)
|
|
—
|
|
||||||
|
Loss (gain) on sale or exchange of property
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
|
Other
|
(0.1
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.7
|
)
|
||||||
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade accounts receivable
|
—
|
|
|
(11.3
|
)
|
|
(7.0
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(24.7
|
)
|
||||||
|
Other current and long-term assets
|
(34.3
|
)
|
|
47.9
|
|
|
(15.8
|
)
|
|
3.7
|
|
|
—
|
|
|
1.5
|
|
||||||
|
Trade accounts payable
|
(0.1
|
)
|
|
(5.8
|
)
|
|
6.2
|
|
|
1.3
|
|
|
—
|
|
|
1.6
|
|
||||||
|
Other current and long-term liabilities
|
69.1
|
|
|
20.0
|
|
|
2.7
|
|
|
(1.9
|
)
|
|
—
|
|
|
89.9
|
|
||||||
|
Cash provided by (used in) operating activities
|
34.8
|
|
|
(3.5
|
)
|
|
4.5
|
|
|
16.5
|
|
|
0.1
|
|
|
52.4
|
|
||||||
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures for property and equipment
|
—
|
|
|
(15.6
|
)
|
|
(3.6
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(20.4
|
)
|
||||||
|
Proceeds from sale of trading securities
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
|
Investments in trading securities
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
||||||
|
Acquisitions and purchases of noncontrolling interests, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
|
Proceeds from notes receivable
|
—
|
|
|
22.6
|
|
|
—
|
|
|
—
|
|
|
(22.6
|
)
|
|
—
|
|
||||||
|
Issuance of notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
4.1
|
|
|
—
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
1.0
|
|
|
—
|
|
|
0.9
|
|
||||||
|
Cash provided by (used in) investing activities
|
—
|
|
|
7.0
|
|
|
(3.7
|
)
|
|
(4.4
|
)
|
|
(18.5
|
)
|
|
(19.6
|
)
|
||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Repayments of debt
|
(10.3
|
)
|
|
(2.5
|
)
|
|
(0.9
|
)
|
|
(23.5
|
)
|
|
22.6
|
|
|
(14.6
|
)
|
||||||
|
Debt financing fees
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
||||||
|
Distribution of merger consideration
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||||
|
Change in control transaction fees
|
(20.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.9
|
)
|
||||||
|
Proceeds from issuance of debt
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
||||||
|
Treasury stock purchases
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||||
|
Dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
|
Other
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
||||||
|
Cash provided by (used in) financing activities
|
(34.2
|
)
|
|
(4.5
|
)
|
|
(0.9
|
)
|
|
(23.8
|
)
|
|
18.4
|
|
|
(45.0
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||
|
Net change in cash and cash equivalents
|
0.6
|
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|
(10.9
|
)
|
|
—
|
|
|
(11.4
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
34.6
|
|
|
1.0
|
|
|
0.1
|
|
|
72.1
|
|
|
—
|
|
|
107.8
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
35.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.2
|
|
|
$
|
—
|
|
|
$
|
96.4
|
|
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
40.8
|
|
|
$
|
42.9
|
|
|
$
|
20.0
|
|
|
$
|
69.7
|
|
|
$
|
(124.6
|
)
|
|
$
|
48.8
|
|
|
Less: income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||||
|
Income (loss) from continuing operations
|
40.8
|
|
|
42.9
|
|
|
20.0
|
|
|
70.2
|
|
|
(124.6
|
)
|
|
49.3
|
|
||||||
|
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
—
|
|
|
60.9
|
|
|
17.1
|
|
|
7.3
|
|
|
—
|
|
|
85.3
|
|
||||||
|
Loss on early extinguishment of debt
|
—
|
|
|
59.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.3
|
|
||||||
|
Stock-based compensation
|
—
|
|
|
4.1
|
|
|
0.1
|
|
|
0.4
|
|
|
—
|
|
|
4.6
|
|
||||||
|
Deferred financing fees
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||
|
Provision for losses on trade accounts receivable
|
—
|
|
|
1.0
|
|
|
0.3
|
|
|
0.6
|
|
|
—
|
|
|
1.9
|
|
||||||
|
Deferred taxes
|
(0.1
|
)
|
|
(4.6
|
)
|
|
1.1
|
|
|
0.1
|
|
|
—
|
|
|
(3.5
|
)
|
||||||
|
Earnings from equity method investments, net of dividends
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(3.4
|
)
|
||||||
|
Loss (gain) on sale or exchange of property
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
|
Other
|
—
|
|
|
0.3
|
|
|
1.8
|
|
|
0.7
|
|
|
—
|
|
|
2.8
|
|
||||||
|
Equity in net income from subsidiaries
|
(42.9
|
)
|
|
(81.7
|
)
|
|
—
|
|
|
—
|
|
|
124.6
|
|
|
—
|
|
||||||
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade accounts receivable
|
—
|
|
|
(4.2
|
)
|
|
(2.8
|
)
|
|
(4.6
|
)
|
|
—
|
|
|
(11.6
|
)
|
||||||
|
Other current and long-term assets
|
(49.1
|
)
|
|
5.3
|
|
|
14.0
|
|
|
26.5
|
|
|
—
|
|
|
(3.3
|
)
|
||||||
|
Trade accounts payable
|
0.1
|
|
|
6.4
|
|
|
5.3
|
|
|
3.1
|
|
|
—
|
|
|
14.9
|
|
||||||
|
Other current and long-term liabilities
|
13.6
|
|
|
(14.1
|
)
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.3
|
|
||||||
|
Cash provided by (used in) operating activities of continuing operations
|
(37.6
|
)
|
|
77.9
|
|
|
56.6
|
|
|
107.6
|
|
|
—
|
|
|
204.5
|
|
||||||
|
Cash used in operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||||
|
Cash provided by (used in) operating activities
|
(37.6
|
)
|
|
77.9
|
|
|
56.6
|
|
|
106.3
|
|
|
—
|
|
|
203.2
|
|
||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures for property and equipment
|
—
|
|
|
(60.0
|
)
|
|
(5.3
|
)
|
|
(8.7
|
)
|
|
—
|
|
|
(74.0
|
)
|
||||||
|
|
Parent
TransUnion Corp |
|
Issuers
Trans Union
LLC and
TransUnion
Financing
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
TransUnion
Corp Consolidated |
||||||||||||
|
Investments in trading securities
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||||
|
Proceeds from sale of trading securities
|
—
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
||||||
|
Proceeds from sale and redemption of investments in available-for-sale securities
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
|
Investments in held-to-maturity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
||||||
|
Proceeds from held-to-maturity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
||||||
|
Acquisitions and purchases of noncontrolling interests, net of cash acquired
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
|
(54.5
|
)
|
|
—
|
|
|
(105.2
|
)
|
||||||
|
Acquisition related deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
||||||
|
Other
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(2.7
|
)
|
||||||
|
Cash used in investing activities
|
—
|
|
|
(53.8
|
)
|
|
(55.8
|
)
|
|
(72.0
|
)
|
|
—
|
|
|
(181.6
|
)
|
||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from senior secured term loan
|
—
|
|
|
950.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
950.0
|
|
||||||
|
Extinguishment of senior secured term loan
|
—
|
|
|
(945.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(945.2
|
)
|
||||||
|
Prepayment fee on early extinguishment of senior secured term loan
|
—
|
|
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.5
|
)
|
||||||
|
Repayments of debt
|
(3.9
|
)
|
|
(7.1
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
||||||
|
Treasury stock purchases
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
|
Distribution of merger consideration
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
||||||
|
Debt financing fees
|
—
|
|
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.3
|
)
|
||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|
(8.5
|
)
|
||||||
|
Stockholder contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
|
Other
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||||
|
Cash used in financing activities
|
(9.2
|
)
|
|
(23.1
|
)
|
|
(0.7
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
(41.2
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
||||||
|
Net change in cash and cash equivalents
|
(46.8
|
)
|
|
1.0
|
|
|
0.1
|
|
|
22.3
|
|
|
—
|
|
|
(23.4
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
81.4
|
|
|
—
|
|
|
—
|
|
|
49.8
|
|
|
—
|
|
|
131.2
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
34.6
|
|
|
$
|
1.0
|
|
|
$
|
0.1
|
|
|
$
|
72.1
|
|
|
$
|
—
|
|
|
$
|
107.8
|
|
|
Name
|
Age
|
|
Position
|
|
|
George M. Awad
|
53
|
|
|
Director
|
|
Christopher Egan
|
37
|
|
|
Director
|
|
Siddharth N. (Bobby) Mehta
|
55
|
|
|
Director
|
|
Leo F. Mullin
|
70
|
|
|
Director
|
|
Rohan Narayan
|
34
|
|
|
Director
|
|
Andrew Prozes
|
68
|
|
|
Director
|
|
Sumit Rajpal
|
37
|
|
|
Director
|
|
Steven M. Tadler
|
54
|
|
|
Director
|
|
James M. Peck
|
50
|
|
|
Director, President & Chief Executive Officer
|
|
Samuel A. Hamood
|
45
|
|
|
Executive Vice President & Chief Financial Officer
|
|
Aaron Barlow
|
38
|
|
|
Executive Vice President—Global Strategy
|
|
John W. Blenke
|
58
|
|
|
Executive Vice President, Corporate General Counsel, and Corporate Secretary
|
|
Chris Cartwright
|
48
|
|
|
Executive Vice President—U.S. Information Services
|
|
John T. Danaher
|
49
|
|
|
Executive Vice President—Interactive
|
|
Mohit Kapoor
|
49
|
|
|
Executive Vice President & Chief Information and Technology Officer
|
|
David M. Neenan
|
47
|
|
|
Executive Vice President—International
|
|
Mary K. Krupka
|
58
|
|
|
Executive Vice President—Human Resources
|
|
•
|
Mr. James M. Peck—President & Chief Executive Officer
|
|
•
|
Mr. Samuel A. Hamood—Executive Vice President & Chief Financial Officer
|
|
•
|
Mr. Christopher A. Cartwright—Executive Vice President, U.S. Information Services
|
|
•
|
Mr. Mohit Kapoor—Executive Vice President & Chief Information and Technology Officer
|
|
•
|
Mr. John W. Blenke—Executive Vice President, Corporate General Counsel & Corporate Secretary
|
|
•
|
Attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth.
|
|
•
|
Create alignment with executives, our stockholders and our other stakeholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance and, thereby, enhance shareholder value.
|
|
•
|
Differentiate rewards based on actual individual performance while also rewarding executives for our overall results.
|
|
•
|
Reviews annually the components of our executive compensation programs to determine whether they are consistent with our compensation philosophy;
|
|
•
|
Reviews and approves corporate goals and objectives relevant to the CEO’s compensation, including annual performance objectives;
|
|
•
|
Recommends to the board of directors the creation or amendment of any compensation or employee benefit program which permits participation of the executive officers or any other executive whose compensation is determined by the Compensation Committee; and
|
|
•
|
Reviews, approves, and monitors any employment, separation or change-in-control severance agreements.
|
|
•
|
The CEO reports to the Compensation Committee with respect to his evaluation of the performance of our senior executives, including the other named executive officers. Together with the Executive Vice President of Human Resources, the CEO makes recommendations as to compensation decisions for these individuals, including base salary levels and the amount and mix of incentive awards;
|
|
•
|
The CEO develops recommended performance objectives and targets for our incentive compensation programs; and
|
|
•
|
The CEO and the Executive Vice President of Human Resources recommend long-term equity grants for executive officers, other than the CEO, as well as modifications to our employee benefit programs, for approval by the Compensation Committee.
|
|
Pay component
|
Target percentile
of custom peer
group
|
|
Base salary
|
50
th
Percentile
|
|
Target annual bonus
|
50
th
Percentile
|
|
Long-term equity
|
65
th
Percentile
|
|
Acxiom Corporation
|
|
Equifax, Inc.
|
|
Moody’s Corporation
|
|
Alliance Data Systems Corporation
|
|
Experian Group Limited
|
|
Paychex, Inc.
|
|
Ceridian Corporation
|
|
Fair Isaac Corporation
|
|
Solera, Inc.
|
|
Convergys Corporation
|
|
First Data Corporation
|
|
Synovus Financial Corporation
|
|
CoreLogic, Inc.
|
|
FIS Global Corporation
|
|
TeleTech Holdings, Inc.
|
|
Deluxe Corporation
|
|
Fiserv, Inc.
|
|
Total System Services, Inc.
|
|
Discover Financial Services
|
|
Global Payments, Inc.
|
|
Unisys Corporation
|
|
DST Systems, Inc.
|
|
Harte Hanks, Inc.
|
|
Valassis Communications, Inc.
|
|
The Dun & Bradstreet Corporation
|
|
MoneyGram International, Inc.
|
|
Verisk Analytics
|
|
•
|
industry competitors;
|
|
•
|
labor market competitors;
|
|
•
|
competitors for capital; and
|
|
•
|
revenue size.
|
|
|
2013 Target Bonus as Percent of Base Salary
|
|
Executive
|
|
|
Mr. Peck
|
100%
|
|
Mr. Hamood
|
75%
|
|
Mr. Cartwright
1
|
100%
|
|
Mr. Kapoor
|
60%
|
|
Mr. Blenke
|
50%
|
|
1
|
Mr. Cartwright began his employment with TransUnion on August 19, 2013, and as a component of his employment offer from the Company, his target bonus (to be paid in 2014) will be 100% of his base salary in 2013, prorated based upon his employment date.
|
|
Objective
|
Definition
|
|
Corporate Adjusted EBITDA
2
|
Earnings before interest, taxes, depreciation and amortization, and other adjustments deemed by management and the board to be extraordinary for bonus plan purposes
|
|
|
|
|
Corporate revenue
|
The overall corporate revenues
|
|
|
|
|
Business Unit Adjusted EBITDA
2
|
Earnings before interest, taxes, depreciation and amortization, and other adjustments for bonus plan purposes for the specific business unit for which the named executive officer is responsible
|
|
|
|
|
Business unit revenue
|
The revenues for the specific business unit for which the named executive officer is responsible
|
|
|
|
|
Growth Strategy Initiatives
|
Projects that support the development of growth strategy initiatives, including business cases, action plans and specific, budgeted growth targets that are accretive in 2014 with a plan to additional growth in future years.
|
|
|
|
|
Technology Strategy
|
Drive the development of a new technology platform
|
|
|
|
|
Key projects
|
Ability to deliver specific tangible projects within a performance period
|
|
|
|
|
Executive
|
Objective
|
|
Weighting
|
|
Achievement
|
||
|
Mr. Peck,
|
|
|
|
|
|
||
|
President & Chief Executive Officer
|
Corporate Adjusted EBITDA
|
|
50
|
%
|
|
80
|
%
|
|
|
Corporate Revenue
|
|
20
|
%
|
|
50
|
%
|
|
|
Growth Strategy Initiatives
|
|
20
|
%
|
|
150
|
%
|
|
|
Technology Strategy
|
|
10
|
%
|
|
200
|
%
|
|
Mr. Hamood,
|
|
|
|
|
|
||
|
Executive Vice President & Chief
Financial Officer
|
Corporate Adjusted EBITDA
|
|
50
|
%
|
|
80
|
%
|
|
|
Corporate Revenue
|
|
20
|
%
|
|
50
|
%
|
|
|
Growth Strategy Initiatives
|
|
10
|
%
|
|
150
|
%
|
|
|
Key Projects
|
|
20
|
%
|
|
175
|
%
|
|
Mr. Cartwright,
|
|
|
|
|
|
||
|
Executive Vice President U.S.
Information Services
|
Corporate Adjusted EBITDA
|
|
25
|
%
|
|
80
|
%
|
|
|
Business Unit Adjusted EBITDA
|
|
25
|
%
|
|
79
|
%
|
|
|
Business Unit Revenue
|
|
20
|
%
|
|
—
|
%
|
|
|
Growth Strategy Initiatives
|
|
20
|
%
|
|
150
|
%
|
|
|
Key Projects
|
|
10
|
%
|
|
100
|
%
|
|
Mr. Kapoor,
|
|
|
|
|
|
||
|
Executive Vice President & Chief
Information Officer
|
Corporate Adjusted EBITDA
|
|
50
|
%
|
|
80
|
%
|
|
|
Corporate Revenue
|
|
20
|
%
|
|
50
|
%
|
|
|
Growth Strategy Initiatives
|
|
20
|
%
|
|
150
|
%
|
|
|
Technology Strategy
|
|
10
|
%
|
|
200
|
%
|
|
Mr. Blenke,
|
|
|
|
|
|
||
|
Executive Vice President
Corporate General Counsel & Corporate Secretary
|
Corporate Adjusted EBITDA
|
|
50
|
%
|
|
80
|
%
|
|
|
Corporate Revenue
|
|
20
|
%
|
|
50
|
%
|
|
|
Growth Strategy Initiatives
|
|
10
|
%
|
|
150
|
%
|
|
|
Key Projects
|
|
20
|
%
|
|
150
|
%
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||||||||||||||||||||||
|
Corporate
Adj.
EBITDA
|
|
Performance
Against
Target
|
|
Payout
|
|
Corporate
Adj.
EBITDA
|
|
Performance
Against
Target
|
|
Payout
|
|
Corporate
Adj.
EBITDA
|
|
Performance
Against
Target
|
|
Payout
|
||||||||||||
|
$
|
414,130,403
|
|
|
95
|
%
|
|
75
|
%
|
|
$
|
435,926,740
|
|
|
100
|
%
|
|
100
|
%
|
|
$
|
457,723,077
|
|
|
105
|
%
|
|
200
|
%
|
|
Threshold
|
|
Target
|
|
Maximum
|
|||||||||||||||||
|
Revenue
|
|
Performance
Against
Target
|
|
Payout
|
|
Revenue
|
|
Performance
Against
Target
|
|
Payout
|
|
Revenue
|
|
Performance
Against
Target
|
|
Payout
|
|||||
|
<$1.203 billion
|
|
N/A
|
|
—
|
%
|
|
$1.234 billion
|
|
100
|
%
|
|
100
|
%
|
|
$1.265 billion
|
|
102.5
|
%
|
|
200
|
%
|
|
•
|
A Balanced Mix of Compensation Components
—The target compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity awards, representing a mix that is not overly weighted toward short-term cash incentives.
|
|
•
|
Multiple Performance Factors
—Our incentive compensation plans use both company-wide metrics and individual performance, which encourage focus on the achievement of objectives for the overall benefit of the company:
|
|
•
|
Capped Incentive Awards
—Annual incentive awards are capped at 200% of target.
|
|
•
|
Stock Ownership
—Each named executive officer employed by us has purchased a significant amount of our common stock in connection with their status as a senior executive officer of the Company. We believe this ownership aligns the interests of our executive officers with the long-term interests of stockholders and other stakeholders.
|
|
Name and Principal Position (a)
|
Year
(b)
|
|
Salary
(1)
($) (c)
|
|
Bonus
($) (d)
|
|
Stock
Awards
($) (e)
|
|
Option
Awards
(2)
($) (f)
|
|
Non-Equity
Incentive Plan
Compensation
(3)
($) (g)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) (h)
|
|
All Other
Compensation
(4)
($) (i)
|
|
Total ($)
(j)
|
||||||||
|
James M. Peck
(5)
|
2013
|
|
865,385
|
|
|
2,100,000
|
|
|
—
|
|
|
—
|
|
|
900,000
|
|
|
—
|
|
|
81,998
|
|
|
3,947,383
|
|
|
President & CEO
|
2012
|
|
—
|
|
|
2,100,000
|
|
|
—
|
|
|
5,455,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,555,415
|
|
|
Samuel A. Hamood
|
2013
|
|
470,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352,500
|
|
|
—
|
|
|
77,726
|
|
|
900,226
|
|
|
Executive Vice President & Chief Financial Officer
|
2012
|
|
466,154
|
|
|
—
|
|
|
—
|
|
|
1,554,328
|
|
|
687,375
|
|
|
—
|
|
|
69,744
|
|
|
2,777,601
|
|
|
2011
|
|
450,000
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
621,860
|
|
|
—
|
|
|
62,742
|
|
|
1,194,602
|
|
|
|
Christopher A. Cartwright
(6)
|
2013
|
|
228,846
|
|
|
2,231,408
|
|
|
—
|
|
|
3,168,720
|
|
|
209,344
|
|
|
—
|
|
|
26,381
|
|
|
5,864,699
|
|
|
Executive Vice President, U.S. Information Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Mohit Kapoor
(7)
|
2013
|
|
440,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264,000
|
|
|
—
|
|
|
66,483
|
|
|
770,483
|
|
|
Executive Vice President & Chief Information and Technology Officer
|
2012
|
|
435,192
|
|
|
300,000
|
|
|
—
|
|
|
1,325,092
|
|
|
458,229
|
|
|
—
|
|
|
18,257
|
|
|
2,536,770
|
|
|
2011
|
|
271,346
|
|
|
—
|
|
|
—
|
|
|
545,975
|
|
|
454,071
|
|
|
—
|
|
|
4,724
|
|
|
1,276,116
|
|
|
|
John W. Blenke
|
2013
|
|
464,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,685
|
|
|
—
|
|
|
55,714
|
|
|
740,999
|
|
|
Executive Vice President, Corporate General Counsel & Corporate Secretary
|
2012
|
|
464,600
|
|
|
—
|
|
|
252,576
|
|
|
—
|
|
|
441,370
|
|
|
—
|
|
|
48,876
|
|
|
1,207,422
|
|
|
2011
|
|
464,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390,032
|
|
|
—
|
|
|
54,956
|
|
|
909,588
|
|
|
|
(1)
|
The amounts shown in this column represent annual base salary. These amounts are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary under the TransUnion 401(k) & Savings Plan and/or the TransUnion LLC 401(k) and Supplemental Retirement Plan.
|
|
(2)
|
The amounts shown in this column represent the aggregate grant date “fair value” of option awards granted to the NEO during 2013 and, where applicable, the incremental “fair value” of the subsequent modification computed in accordance with (ASC) Topic 718,
Compensation—Stock Compensation
. Further details regarding these grants and the assumptions used to determine their “fair value” can be found in the narrative disclosure following the “—Grants of Plan-Based Awards” table below.
|
|
(3)
|
The amounts shown in this column represent amounts paid under the Annual Incentive Plan for the year shown. The amounts are paid at the beginning of the following year. Amounts shown are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary under the TransUnion 401(k) & Savings Plan and/or the TransUnion LLC 401(k) and Supplemental Retirement Plan.
|
|
(4)
|
Information regarding the amounts shown in this column can be found in the “Detailed Analysis of ‘All Other Compensation’ Column” table and accompanying narrative to that table.
|
|
(5)
|
Mr. Peck joined us on December 31, 2012.
|
|
(6)
|
Mr. Cartwright joined us on August 19, 2013.
|
|
(7)
|
Mr. Kapoor received sign-on bonus of $300,000 in 2012, one year after his date of hire.
|
|
Name (a)
|
Company Match
& Retirement
Contribution to
Qualified 401(k)
Savings Plan
(1)
($) (b)
|
|
Company Match &
Retirement
Contribution to
Non-Qualified
Retirement Plan
(2)
($) (c)
|
|
Group Term
Life Imputed
Income
(3)
($) (e)
|
|
Payment &
gross-up on
Medicare Tax
related to
contributions
into Non-
Qualified
Retirement
Plan
(4)
($) (f)
|
|
Company Contributions to Charitable Matching Program
(5)
($) (g)
|
|
Company Reimbursed Relocation Expenses
(6)
($) (h)
|
|
Total
($) (i)
|
|||||||
|
James M. Peck
|
17,850
|
|
|
—
|
|
|
483
|
|
|
516
|
|
|
—
|
|
|
63,149
|
|
|
81,998
|
|
|
Samuel A. Hamood
|
17,850
|
|
|
56,322
|
|
|
360
|
|
|
1,194
|
|
|
2,000
|
|
|
—
|
|
|
77,726
|
|
|
Christopher A. Cartwright
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
26,291
|
|
|
26,381
|
|
|
Mohit Kapoor
|
17,850
|
|
|
46,941
|
|
|
552
|
|
|
1,140
|
|
|
—
|
|
|
—
|
|
|
66,483
|
|
|
John W. Blenke
|
17,850
|
|
|
35,898
|
|
|
1,032
|
|
|
934
|
|
|
—
|
|
|
—
|
|
|
55,714
|
|
|
(1)
|
For 2013, we matched 100% of the first 3% and 50% of the next 2% percent of recognizable compensation (subject to the 2013 Internal Revenue Code limit of $255,000) contributed on a pre-tax basis to the tax-qualified TransUnion 401(k) & Savings Plan. Additionally, in 2013, we made a discretionary 3% retirement contribution of recognizable 2012 compensation, as shown above, to the TransUnion 401(k) & Savings Plan.
|
|
(2)
|
For recognized compensation above the Internal Revenue Code limit of $255,000, we matched 100% of the first 3% and 50% of the next 2% contributed on a pre-tax basis to the TransUnion Retirement and 401(k) Supplemental Plan. Additionally, in 2013 for the 2012 plan year, we made a discretionary 3% retirement contribution of recognizable compensation to the TransUnion Retirement and 401(k) Supplemental Plan.
|
|
(3)
|
We provide life insurance to all full time employees in an amount equal to their annual salary, up to a maximum of $250,000. Internal Revenue Code section 79 provides an exclusion for the first $50,000 of group-term life insurance coverage provided under a policy carried directly or indirectly by an employer. The table notes the imputed cost of coverage in excess of $50,000, which is based on the named executive officer’s age and coverage they receive.
|
|
(4)
|
Executive contributions made into the non-qualified deferred compensation plan are subject to Medicare tax at a rate of 1.45%. We provide this payment on behalf of the NEO and since the amount paid on behalf of the NEO is taxable to the executive, we “gross up” that payment to cover the tax.
|
|
(5)
|
We provide a dollar for dollar match on all recognized charitable contributions made by all employees, up to a maximum match of $2,000 per calendar year.
|
|
(6)
|
The Company reimbursed Mr. Peck and Mr. Cartwright for all qualified expenses associated with their respective relocations. In addition, the Company provides a tax gross-up on all reimbursed relocation expenses that otherwise would be taxable to the employee.
|
|
|
Grant Date
(b)
|
|
Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards
(1)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(2)
(#)
(f)
|
|
Exercise or
Base Price
of Option
Awards
($/Sh)
(g)
|
|
Grant Date
Fair Value
of Stock and
Option
Awards
(3)
($)
(h)
|
||||||||||
|
Name (a)
|
Threshold
($)
(c)
|
|
Target
($)
(d)
|
|
Maximum
($)
(e)
|
|
|||||||||||||
|
James M. Peck
|
|
|
450,000
|
|
|
900,000
|
|
|
1,800,000
|
|
|
|
|
|
|
|
|||
|
Samuel A. Hamood
|
|
|
176,250
|
|
|
352,500
|
|
|
705,000
|
|
|
|
|
|
|
|
|||
|
Christopher Cartwright
(4)
|
8/27/2013
|
|
131,250
|
|
|
262,500
|
|
|
525,000
|
|
|
540,000
|
|
|
11.42
|
|
|
3,168,720
|
|
|
Mohit Kapoor
|
|
|
132,000
|
|
|
264,000
|
|
|
528,000
|
|
|
|
|
|
|
|
|||
|
John W. Blenke
|
|
|
116,150
|
|
|
232,300
|
|
|
464,600
|
|
|
|
|
|
|
|
|||
|
(1)
|
Reflects payment opportunities under the Annual Bonus Plan described below under “2013 Annual Bonus Plan.” Threshold is the lowest payment opportunity at the lowest level of performance described by the plan (50% payout of target opportunity) for corporate and business unit financial performance metrics and individual performance (an “achieves expectations”
|
|
(2)
|
Reflects nonqualified stock options granted to each NEO during 2013 under the TransUnion Holding Company, Inc. 2012 Management Equity Plan.
|
|
(3)
|
The amounts shown in this column represent the aggregate grant date “fair value” of option awards granted to the NEO during 2013 as and, where applicable, the incremental “fair value” of the subsequent modification computed in accordance with (ASC) Topic 718,
Compensation—Stock Compensation
. For assumptions used in determining these values, see Part II, Item 8, “Combined Notes to Consolidated Financial Statements,” Note 14, “Stock-Based Compensation.”
|
|
(4)
|
Prorated based upon Mr. Cartwright's start date with the Company.
|
|
•
|
The non-equity incentive awards shown above were based on the formula described in “—2013 Compensation—2013 Annual Bonus Plan.” EBITDA, as adjusted for bonus plan purposes, was $418.3 million for 2013, resulting in a payout of 80% of target performance since the actual results fell short of targeted performance. Our actual revenue was approximately 97.5% of 2013’s plan, which resulted in a payout of 50% of target performance.
|
|
•
|
The size of the equity award granted to Mr. Cartwright was negotiated as a component of his employment offer. It was based on external market data and compensation he had received prior to joining us. The Compensation Committee approved the award, as well as base salary and target bonus, as a component of his employment offer.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||
|
Name (a)
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)
(#)
(c)
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
|
|
Option
Exercise
Price
(2)
(e)
|
|
Option
Expiration
Date
(f)
|
|
Number
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(3)
(#)
(g)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested
($)
(h)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
(#)
(i)
|
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
($)
(j)
|
||||||
|
James M. Peck
|
110,938
|
|
|
1,275,797
|
|
|
|
|
$
|
6.65
|
|
|
12/31/2022
|
|
|
|
|
|
|
|
|
||
|
Samuel A. Hamood
|
36,175
|
|
|
265,285
|
|
|
|
|
$
|
6.65
|
|
|
8/1/2022
|
|
|
|
|
|
|
|
|
||
|
Christopher A. Cartwright
|
—
|
|
|
540,000
|
|
|
|
|
$
|
11.42
|
|
|
8/27/2023
|
|
|
|
|
|
|
|
|
||
|
Mohit Kapoor
|
30,840
|
|
|
226,160
|
|
|
|
|
$
|
6.65
|
|
|
8/1/2022
|
|
|
|
|
|
|
|
|
||
|
John W. Blenke
|
|
|
|
|
|
|
|
|
|
|
25,082
|
|
|
286,436
|
|
|
|
|
|
||||
|
(1)
|
Forty percent (40%) of the options are time vested options and shall vest as follows: twenty percent (20%) shall vest on the first anniversary of the transaction date. Thereafter, five percent (5%) shall vest on the last day of each subsequent full calendar quarter until all the Time Vested Options have vested. For all NEOs with the exception of Messrs. Peck and Cartwright, the first anniversary was April 30, 2013. Mr. Peck’s first anniversary was December 31, 2013, Mr. Cartwright's first anniversary will be August 19, 2014. The remaining sixty percent (60%) of the options are performance based options and will vest according to the time vesting schedule set forth above and upon attainment of performance criteria as defined in the Stock Option Agreement.
|
|
(2)
|
The option exercise price equals the per share price in the change in control transaction, and as adjusted for a November 1, 2012, dividend payment to stockholders, which the Board determined to be fair market value. Mr. Cartwright's exercise price was equal to the fair market value of the Company's common stock as of the date of his grant.
|
|
(3)
|
One hundred percent (100%) of the shares vest on December 31, 2015.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
|
Name (a)
|
Number of
Shares
Converted
(#)
(b)
|
|
Value
Realized On
Conversion
(1)
($)
(c)
|
|
Number of
Shares Acquired
on Vesting
(#)
(d)
|
|
Value
Realized on
Vesting
($)
(e)
|
||||
|
James M. Peck
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Samuel A. Hamood
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Christopher Cartwright
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mohit Kapoor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
John W. Blenke
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Represents the difference between the exercise price of the stock options and the fair market value at time of exercise.
|
|
Name
|
Executive
Contributions
in Last FY
(1)
|
|
Registrant
Contributions
in Last FY
(2)
|
|
Aggregate
Earnings
in Last FY
(3)
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate
Balance
at Last FYE
|
||||||||||
|
James M. Peck
|
$
|
30,519
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
30,520
|
|
|
Samuel A. Hamood
|
45,119
|
|
|
56,322
|
|
|
44,006
|
|
|
—
|
|
|
473,391
|
|
|||||
|
Christopher A. Cartwright
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Mohit Kapoor
|
233,182
|
|
|
46,941
|
|
|
72,850
|
|
|
—
|
|
|
517,962
|
|
|||||
|
John W. Blenke
|
67,258
|
|
|
35,898
|
|
|
146,959
|
|
|
—
|
|
|
1,380,716
|
|
|||||
|
(1)
|
Includes amounts reflected under “Salary” and “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above for 2013.
|
|
(2)
|
Amounts included in this column are reflected under “All Other Compensation” in the Summary Compensation Table for 2013.
|
|
(3)
|
Amounts included in this column do not constitute above-market or preferential earnings and accordingly such amounts are not reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2013. Each NEO self-directs the investment of their non-qualified deferred compensation plan account balance into one or more of the available investment funds. Consequently, the value of an NEO’s plan account balance may go up or down based on the performance of the selected investment funds.
|
|
Type of Payment
|
Involuntary
Termination
($)
|
|
Death
($)
|
|
Disability
($)
|
|
Change In
Control
($)
|
||||
|
Severance Payments
(2)
|
2,700,000
|
|
|
|
|
|
|
2,700,000
|
|
||
|
Outplacement
(3)
|
35,000
|
|
|
|
|
|
|
35,000
|
|
||
|
Welfare Benefits
(4)
|
26,172
|
|
|
|
|
|
|
26,172
|
|
||
|
Life Insurance Payout
(5)
|
|
|
250,000
|
|
|
|
|
|
|||
|
Disability Payments
(6)
|
|
|
|
|
2,064,000
|
|
|
|
|||
|
Total
|
2,761,172
|
|
|
250,000
|
|
|
2,064,000
|
|
|
2,761,172
|
|
|
(1)
|
The table excludes (a) any amounts accrued through December 31, 2013, that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2013, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.
|
|
(2)
|
If Mr. Peck is terminated without Cause or he resigns for Good Reason (both defined in the Peck Employment Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value of which has been noted in the table. In addition, he receives a Base Salary Multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the target bonus under the annual bonus plan. This amount is calculated and noted in the Severance Payments line.
|
|
(3)
|
Reflects the cost to provide executive-level outplacement services for a period of one year.
|
|
(4)
|
This amount reflects the present value of 18 months of family PPO health and dental coverage using our 2014 COBRA premium rate.
|
|
(5)
|
Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. TransUnion also maintains a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.
|
|
(6)
|
Reflects the value of the executive’s disability benefit as of December 31, 2013 (a) assuming full disability at December 31, 2013 and continuing through age 65, and (b) in today’s dollars without any discounting or increase.
|
|
Type of Payment
|
Involuntary
Termination
($)
|
|
Death
($)
|
|
Disability
($)
|
|
Change
In Control
($)
|
||||
|
Severance Payments
(2)
|
1,484,906
|
|
|
|
|
|
|
1,484,906
|
|
||
|
Outplacement
(3)
|
35,000
|
|
|
|
|
|
|
35,000
|
|
||
|
Welfare Benefits
(4)
|
26,542
|
|
|
|
|
|
|
26,542
|
|
||
|
Life Insurance Payout
(5)
|
|
|
250,000
|
|
|
|
|
|
|||
|
Disability Payments
(6)
|
|
|
|
|
2,796,000
|
|
|
|
|||
|
Total
|
1,546,448
|
|
|
250,000
|
|
|
2,796,000
|
|
|
1,546,448
|
|
|
(1)
|
The table excludes (a) any amounts accrued through December 31, 2013, that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2013, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.
|
|
(2)
|
Mr. Hamood entered into a Severance and Restrictive Covenant Agreement on June 15, 2010 (the “Hamood Severance Agreement”), which was assumed by the new ownership on April 30, 2012. If Mr. Hamood is terminated without Cause or he resigns for Good Reason (both defined in the Hamood Severance Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a Base Salary Multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the average of his two previous years of actual bonuses under the annual bonus plan. This amount is calculated and noted in the Severance Payments line.
|
|
(3)
|
Reflects the cost to provide executive-level outplacement services for a period of one year.
|
|
(4)
|
This amount reflects the present value of 18 months of family PPO health and dental coverage using our 2014 COBRA premium rate.
|
|
(5)
|
Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. TransUnion also maintains a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.
|
|
(6)
|
Reflects the value of the executive’s disability benefit as of December 31, 2013 (a) assuming full disability at December 31, 2013 and continuing through age 65, and (b) in today’s dollars without any discounting or increase.
|
|
Type of Payment
|
Involuntary
Termination
($)
|
|
Death
($)
|
|
Disability
($)
|
|
Change
In Control
($)
|
||||
|
Severance Payments
(2)
|
2,100,000
|
|
|
|
|
|
|
2,100,000
|
|
||
|
Outplacement
(3)
|
35,000
|
|
|
|
|
|
|
35,000
|
|
||
|
Welfare Benefits
(4)
|
|
|
|
|
|
|
|
||||
|
Life Insurance Payout
(5)
|
|
|
250,000
|
|
|
|
|
|
|||
|
Disability Payments
(6)
|
|
|
|
|
2,376,000
|
|
|
|
|||
|
Total
|
2,135,000
|
|
|
250,000
|
|
|
2,376,000
|
|
|
2,135,000
|
|
|
(1)
|
The table excludes (a) any amounts accrued through December 31, 2013, that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2013, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.
|
|
(2)
|
Mr. Cartwright entered into a Severance and Restrictive Covenant Agreement on August 19, 2103 (the “Cartwright Severance Agreement”). If Mr. Cartwright is terminated without Cause or he resigns for Good Reason (both defined in the Cartwright Severance Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a Base Salary Multiple in an amount equal
|
|
(3)
|
Reflects the cost to provide executive-level outplacement services for a period of one year.
|
|
(4)
|
Mr. Cartwright has not enrolled in any of the Company-sponsored health plans.
|
|
(5)
|
Reflects the present value of life insurance provided as a benefit to all associates; equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. TransUnion also maintains a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.
|
|
(6)
|
Reflects the value of the executive’s disability benefit as of December 31, 2013, (a) assuming full disability at December 31, 2013, and continuing through age 65, and (b) in today’s dollars without any discounting or increase.
|
|
Type of Payment
|
Involuntary
Termination
($)
|
|
Death
($)
|
|
Disability
($)
|
|
Change
In Control
($)
|
||||
|
Severance Payments
(2)
|
1,201,672
|
|
|
|
|
|
|
1,201,672
|
|
||
|
Outplacement
(3)
|
35,000
|
|
|
|
|
|
|
35,000
|
|
||
|
Welfare Benefits
(4)
|
26,172
|
|
|
|
|
|
|
26,172
|
|
||
|
Life Insurance Payout
(5)
|
|
|
250,000
|
|
|
|
|
|
|||
|
Disability Payments
(6)
|
|
|
|
|
2,136,000
|
|
|
|
|||
|
Total
|
1,262,844
|
|
|
250,000
|
|
|
2,136,000
|
|
|
1,262,844
|
|
|
(1)
|
The table excludes (a) any amounts accrued through December 31, 2013, that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2013, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.
|
|
(2)
|
Mr. Kapoor entered into a Severance and Restrictive Covenant Agreement upon his employment in 2011 (the “Kapoor Severance Agreement”), which was assumed by the new ownership on April 30, 2012. If Mr. Kapoor is terminated without Cause or he resigns for Good Reason (both defined in the Kapoor Severance Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a Base Salary Multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the average of his two previous years of actual bonuses under the annual bonus plan. This amount is calculated and noted in the Severance Payments line.
|
|
(3)
|
Reflects the cost to provide executive-level outplacement services for a period of one year.
|
|
(4)
|
This amount reflects the present value of 18 months of family PPO health and dental coverage using our 2014 COBRA premium rate.
|
|
(5)
|
Reflects the present value of life insurance provided as a benefit to all associates equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. TransUnion also maintains a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.
|
|
(6)
|
Reflects the value of the executive’s disability benefit as of December 31, 2013, (a) assuming full disability at December 31, 2013, and continuing through age 65, and (b) in today’s dollars without any discounting or increase.
|
|
Type of Payment
|
Involuntary
Termination
($)
|
|
Death
($)
|
|
Disability
($)
|
|
Change
In Control
($)
|
||||
|
Severance Payments
(2)
|
1,193,441
|
|
|
|
|
|
|
1,193,441
|
|
||
|
Outplacement
(3)
|
35,000
|
|
|
|
|
|
|
35,000
|
|
||
|
Welfare Benefits
(4)
|
17,638
|
|
|
|
|
|
|
17,638
|
|
||
|
Life Insurance Payout
(5)
|
|
|
250,000
|
|
|
|
|
|
|||
|
Disability Payments
(6)
|
|
|
|
|
948,000
|
|
|
|
|||
|
Total
|
1,246,079
|
|
|
250,000
|
|
|
948,000
|
|
|
1,246,079
|
|
|
(1)
|
The table excludes (a) any amounts accrued through December 31, 2013, that would be paid in the normal course of employment, such as accrued but unpaid salary and earned annual bonus for 2013, and (b) vested account balances in our 401(k) Savings & Retirement Plan that are generally available to all of our U.S. associates. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.
|
|
(2)
|
Mr. Blenke entered into a Severance and Restrictive Covenant Agreement on June 15, 2010 (the “Blenke Severance Agreement”), which was assumed by the new ownership on April 30, 2012. If Mr. Blenke is terminated without Cause or he resigns for Good Reason (both defined in the Blenke Severance Agreement), he receives a lump sum amount equal to COBRA premiums for 18 months and executive outplacement for one year, the value which has been noted in the table. In addition, he receives a Base Salary Multiple in an amount equal to 1.5 times his annualized base salary during the year of covered termination and the average of his two previous years of actual bonuses under the annual bonus plan. This amount is calculated and noted in the Severance Payments line.
|
|
(3)
|
Reflects the cost to provide executive-level outplacement services for a period of one year.
|
|
(4)
|
This amount reflects the present value of 18 months of associate plus one dependent PPO health and dental coverage using our 2014 COBRA premium rate.
|
|
(5)
|
Reflects the present value of life insurance provided as a benefit to all associates equal to one times their annual base salary (rounded up to the next highest $1,000), with a maximum benefit of $250,000. In addition, we provide Accidental Death & Dismemberment protection to all associates; the present value of the principal sum is $50,000, but this amount is not included above. TransUnion also maintains a travel accident insurance policy for most associates, including executive officers that would provide an additional benefit equal to five times the associate’s annual salary, subject to a maximum amount of $5,000,000 for all losses arising out of one accident. This amount is not included above.
|
|
(6)
|
Reflects the value of the executive’s disability benefit as of December 31, 2013, (a) assuming full disability at December 31, 2013, and continuing through age 65, and (b) in today’s dollars without any discounting or increase.
|
|
Board of Directors
|
|
|
|||
|
Annual Retainer
|
|
$
|
85,000
|
|
|
|
Audit and Compliance Committee
|
|
|
|||
|
Audit and Compliance Committee Chair
|
|
$
|
10,000
|
|
|
|
Audit and Compliance Committee Member
|
|
$
|
—
|
|
|
|
Compensation Committee
|
|
|
|||
|
Compensation Committee Chair
|
|
$
|
5,000
|
|
|
|
Compensation Committee Member
|
|
$
|
—
|
|
|
|
Name
|
Fees Earned
or Paid in
Cash
|
|
Stock Awards
|
|
Option
Awards |
|
Non-Equity Incentive Plan Compensation
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
|
All Other Compensation
|
|
Total
|
||||||||||||||
|
George M. Awad
(1)
|
$
|
21,250
|
|
|
$
|
—
|
|
|
$
|
5,607
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,857
|
|
|
Siddharth N. (Bobby) Mehta
(2)
|
60,250
|
|
|
—
|
|
|
39,266
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
249,516
|
|
|||||||
|
Andrew Prozes
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining available for
future issuance under equity compensation
plans (excluding securities reflected in
column (a))
|
||||
|
Plan category
|
(a)
|
|
(b)
|
|
(c)
|
||||
|
Equity compensation plans approved by security holders
|
7,106,389
|
|
|
$
|
7.46
|
|
|
1,805,991
|
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
7,106,389
|
|
|
$
|
7.46
|
|
|
1,805,991
|
|
|
•
|
each person that is the beneficial owner of more than 5% of our outstanding common stock;
|
|
•
|
each member of our board of directors;
|
|
•
|
each of our named executive officers; and
|
|
•
|
all of the members of our board of directors and our executive officers as a group.
|
|
Name of Beneficial Owner
|
|
Shares of
Common Stock
Beneficially Owned
|
|
Percent of
Common Stock
Outstanding
|
||
|
5% or greater stockholders:
|
|
|
|
|
||
|
Investment funds affiliated with Advent International Corporation
(1)
|
|
54,280,076
|
|
|
49.4
|
%
|
|
Investment funds affiliated with The Goldman Sachs Group, Inc.
(2)
|
|
54,280,076
|
|
|
49.4
|
%
|
|
Directors and named executive officers:
|
|
—
|
|
|
—
|
|
|
George W. Awad
|
|
—
|
|
|
—
|
|
|
Christopher Egan
(3)
|
|
—
|
|
|
—
|
|
|
Siddharth N. (Bobby) Mehta
(4)
|
|
305,956
|
|
|
*
|
|
|
Leo F. Mullin
(5)
|
|
24,826
|
|
|
*
|
|
|
Rohan Narayan
|
|
—
|
|
|
—
|
|
|
Andrew Prozes
|
|
—
|
|
|
—
|
|
|
Sumit Rajpal
(6)
|
|
—
|
|
|
—
|
|
|
Steven M. Tadler
(7)
|
|
—
|
|
|
—
|
|
|
James M. Peck
(8)
|
|
336,502
|
|
|
*
|
|
|
Samuel A. Hamood
(9)
|
|
138,813
|
|
|
*
|
|
|
Christopher A. Cartwright
(10)
|
|
87,566
|
|
|
*
|
|
|
Mohit Kapoor
(11)
|
|
77,919
|
|
|
*
|
|
|
John W. Blenke
(12)
|
|
104,513
|
|
|
*
|
|
|
All directors and executive officers as a group (17 persons)
|
|
1,388,580
|
|
|
1.3
|
%
|
|
*
|
Less than 1%.
|
|
(1)
|
The funds managed by Advent International Corporation own 100% of Advent TransUnion Acquisition Limited Partnership, which in turn owns 49.4% of TransUnion Corp, for a 49.4% indirect ownership for the funds managed by Advent International Corporation. This 49.4% indirect ownership consists of 23,925,541.40 shares indirectly owned by Advent International GPE VI Limited Partnership, 15,333,825.79 shares indirectly owned by Advent International GPE VI-A Limited Partnership, 1,209,566.02 shares indirectly owned by Advent International GPE VI-B Limited Partnership, 1,231,262.28 shares indirectly owned by Advent International GPE VI-C Limited Partnership, 1,079,388.51 shares indirectly owned by Advent International GPE VI-D Limited Partnership, 2,972,386.46 shares indirectly owned by Advent International GPE VI-E Limited Partnership, 4,507,396.29 shares indirectly owned by Advent International GPE VI-F Limited Partnership, 2,836,784.89 shares indirectly owned by Advent International GPE VI-G Limited Partnership, 878,698.19 shares indirectly owned by Advent Partners GPE VI 2008 Limited Partnership, 32,544.38 shares indirectly owned by Advent Partners GPE VI 2009 Limited Partnership, 75,936.88 shares indirectly owned by Advent Partners GPE VI 2010 Limited Partnership, 75,936.88 shares indirectly owned by Advent Partners GPE VI-A Limited Partnership and 81,360.94 shares indirectly owned by Advent Partners GPE VI-A 2010 Limited Partnership. Advent International Corporation is the manager of Advent International LLC, which in turn is the general partner of GPE VI GP Limited Partnership and GPE VI GP (Delaware) Limited Partnership. GPE VI GP Limited Partnership is the general partner of Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership. GPE VI GP (Delaware) is the general partner of Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and Advent International GPE VI-E Limited Partnership. Advent International Corporation is the manager of Advent International LLC, which in turn is the general partner of Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPE VI-A Limited Partnership and Advent Partners GPE VI-A 2010 Limited Partnership. Advent International Corporation exercises voting and investment power over the shares held by each of these entities and may be deemed to have beneficial ownership of these shares. With respect to the common shares of the Company held by the funds managed by Advent International Corporation, a group of individuals currently composed of Christopher Egan, Richard F. Kane, David M. Mussafer and Steven M. Tadler exercises voting and investment power over the shares beneficially owned by Advent International Corporation. Each of Mr. Egan, Mr. Kane, Mr. Mussafer and Mr. Tadler disclaims beneficial ownership of the shares held by the funds managed by Advent International Corporation, except to the extent of their respective pecuniary interest therein. In addition, Harry Gambill, an Industry Advisor for Advent International, holds 39,447 shares of common stock. Through a written agreement with Mr. Gambill, Advent International Corporation has
|
|
(2)
|
GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Parallel, L.P. own 21,182,997 and 5,824,963 shares of common stock of the Company, respectively. Spartan Shield Holdings owns 27,272,116 shares of common stock of the Company. GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI GmbH & Co. KG, MBD 2011 Holdings, L.P., Bridge Street 2012 Holdings, L.P. and Opportunity Offshore-B Co-Invest AIV, L.P. (together with GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Parallel, L.P., the “Goldman Sachs Funds”) own partnership interests of Spartan Shield Holdings. The Goldman Sachs Group, Inc., and Goldman, Sachs & Co. may be deemed to beneficially own indirectly, in the aggregate, all of the common stock owned by Spartan Shield Holdings because (i) affiliates of Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. are the general partner, managing general partner, managing partner, managing member or member of the Goldman Sachs Funds and (ii) the Goldman Sachs Funds control Spartan Shield Holdings and have the power to vote or dispose of all of the common stock of the company owned by Spartan Shield Holdings. Goldman, Sachs & Co. is a direct and indirect wholly owned subsidiary of The Goldman Sachs Group, Inc. Goldman, Sachs & Co. is the investment manager of certain of the Goldman Sachs Funds. Shares of common stock that may be deemed to be beneficially owned by the Goldman Sachs Funds that correspond to the Goldman Sachs Funds’ partnership interests of Spartan Shield Holdings consist of: (1) 17,619,272 shares of common stock deemed to be beneficially owned by GS Capital Partners VI Offshore Fund, L.P., (2) 752,844 shares of common stock deemed to be beneficially owned by GS Capital Partners VI GmbH & Co. KG, (3) 650,000 shares of common stock deemed to be beneficially owned by MBD 2011 Holdings, L.P., (4) 750,000 shares of common stock deemed to be beneficially owned by Bridge Street 2012 Holdings, L.P., and (5) 7,500,000 shares of common stock deemed to be beneficially owned by Opportunity Offshore-B Co-Invest AIV, L.P. The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. each disclaim beneficial ownership of the shares of common stock owned directly or indirectly by Spartan Shield Holdings and the Goldman Sachs Funds, except to the extent of their pecuniary interest therein, if any. The address of the Goldman Sachs Funds, The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. is 200 West Street, New York, NY 10282.
|
|
(3)
|
Christopher Egan is a managing director at Advent International Corporation and may be deemed to beneficially own the shares held by the Advent funds. Mr. Egan disclaims beneficial ownership of the shares of the common stock indirectly owned by the funds managed by Advent International Corporation, except to the extent of his pecuniary interest therein, if any. Mr. Egan holds no shares directly. The address of Mr. Egan is c/o Advent International Corporation, 75 State Street, Boston, MA 02109.
|
|
(4)
|
Represents 297,955 shares of common stock held of record and 8,001 options exercisable within 60 days.
|
|
(5)
|
Leo F. Mullin is a senior advisor, on a part-time basis, to Goldman Sachs Capital Partners. The address of Mr. Mullin is c/o Goldman, Sachs & Co., 200 West Street, New York, NY 10282.
|
|
(6)
|
Sumit Rajpal is a managing director of Goldman, Sachs & Co. As such, Mr. Rajpal may be deemed to have shared voting and investment power over, and therefore, may be deemed to beneficially own, shares of common stock of the Company owned by the Goldman Sachs Funds and Spartan Shield Holdings. Mr. Rajpal disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. Mr. Rajpal holds no shares directly. The address of Mr. Rajpal is c/o Goldman, Sachs & Co., 200 West Street, New York, NY 10282.
|
|
(7)
|
Steven M. Tadler is a member of a group of persons who exercise voting and investment power over the shares of common stock beneficially owned by the funds managed by Advent International Corporation and may be deemed to beneficially own the shares held by these funds. Mr. Tadler disclaims beneficial ownership of the shares of common stock held by the funds managed by Advent International Corporation, except to the extent of his pecuniary interest therein, if any. Mr. Tadler holds no shares directly. Mr. Tadler’s address is c/o Advent International Corporation, 75 State Street, Boston, MA 02109.
|
|
(8)
|
Represents 225,563 shares of common stock held of record and 110,939 options exercisable within 60 days
|
|
(9)
|
Represents 102,638 shares of common stock held of record and 36,175 options exercisable within 60 days.
|
|
(10)
|
Represents 87,566 shares of common stock held of record.
|
|
(11)
|
Represents 47,079 shares of common stock held of record and 30,840 options exercisable within 60 days.
|
|
(12)
|
Represents 104,513 shares of common stock held of record.
|
|
Category (in millions)
|
2013
|
|
2012
|
||||
|
Audit fees
|
$
|
2.2
|
|
|
$
|
2.9
|
|
|
Audit-related fees
|
2.1
|
|
|
1.8
|
|
||
|
Tax fees
|
0.1
|
|
|
0.1
|
|
||
|
All other fees
|
—
|
|
|
—
|
|
||
|
Total
|
$
|
4.4
|
|
|
$
|
4.8
|
|
|
(a)
|
List of Documents Filed as a Part of This Report:
|
|
(1)
|
Financial Statements
. The following financial statements are included in Item 8 of Part II:
|
|
•
|
Consolidated Balance Sheets—December 31, 2013 and 2012;
|
|
•
|
Consolidated Statements of Income for the Year Ended December 31, 2013, and from the Period of Inception Through December 31, 2012;
|
|
•
|
Consolidated Statements of Comprehensive Income for the Year Ended December 31, 2013, and from the Period of Inception Through December 31, 2012;
|
|
•
|
Consolidated Statements of Cash Flows for the Year Ended December 31, 2013, and from the Period of Inception Through December 31, 2012;
|
|
•
|
Consolidated Statements of Stockholders’ Equity for the Year Ended December 31, 2013, and from the Period of Inception Through December 31, 2012.
|
|
•
|
Consolidated Balance Sheets—December 31, 2013 and 2012;
|
|
•
|
Consolidated Statements of Income for the Years Ended December 31, 2013, 2012and 2011;
|
|
•
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011
|
|
•
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011;
|
|
•
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011;
|
|
•
|
Notes to Consolidated Financial Statements; and
|
|
•
|
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements.
|
|
(2)
|
Financial Statement Schedules.
|
|
•
|
Schedule II—Valuation and Qualifying Accounts
|
|
(3)
|
Exhibits
. A list of the exhibits required to be filed as part of this Report by Item 601 of Regulation S-K is set forth in the Exhibit Index on page 157 of this Form 10-K, which immediately precedes such exhibits, and is incorporated herein by reference.
|
|
(4)
|
Valuation and qualifying accounts
|
|
(b)
|
Exhibits.
See Item 15(a)(3).
|
|
(c)
|
Financial Statement Schedules.
See Item 15(a)(2)
|
|
TransUnion Holding Company, Inc.
|
||
|
|
|
|
|
By:
|
|
/s/ Samuel A. Hamood
|
|
|
|
Samuel A. Hamood
Executive Vice President and Chief Financial Officer
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ James M. Peck
|
|
Director, President and Chief Executive Officer
|
|
James M. Peck
|
|
|
|
|
|
|
|
/s/ Samuel A. Hamood
|
|
Executive Vice President and Chief Financial Officer
|
|
Samuel A. Hamood
|
|
|
|
|
|
|
|
/s/ Gordon E. Schaechterle
|
|
Senior Vice President and Chief Accounting Officer
|
|
Gordon E. Schaechterle
|
|
|
|
|
|
|
|
/s/ George M. Awad
|
|
Director
|
|
George M. Awad
|
|
|
|
|
|
|
|
/s/ Christopher Egan
|
|
Director
|
|
Christopher Egan
|
|
|
|
|
|
|
|
/s/ Siddharth N. (Bobby) Mehta
|
|
Director
|
|
Siddharth N. (Bobby) Mehta
|
|
|
|
|
|
|
|
/s/ Leo F. Mullin
|
|
Director
|
|
Leo F. Mullin
|
|
|
|
|
|
|
|
/s/ Rohan Narayan
|
|
Director
|
|
Rohan Narayan
|
|
|
|
|
|
|
|
/s/ Andrew Prozes
|
|
Director
|
|
Andrew Prozes
|
|
|
|
|
|
|
|
/s/ Sumit Rajpal
|
|
Director
|
|
Sumit Rajpal
|
|
|
|
|
|
|
|
/s/ Steven M. Tadler
|
|
Director
|
|
Steven M. Tadler
|
|
|
|
TransUnion Corp.
|
||
|
|
|
|
|
By:
|
|
/s/ Samuel A. Hamood
|
|
|
|
Samuel A. Hamood
Executive Vice President and Chief Financial Officer
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ James M. Peck
|
|
Director, President and Chief Executive Officer
|
|
James M. Peck
|
|
|
|
|
|
|
|
/s/ Samuel A. Hamood
|
|
Executive Vice President and Chief Financial Officer
|
|
Samuel A. Hamood
|
|
|
|
|
|
|
|
/s/ Gordon E. Schaechterle
|
|
Senior Vice President and Chief Accounting Officer
|
|
Gordon E. Schaechterle
|
|
|
|
|
|
|
|
/s/ George M. Awad
|
|
Director
|
|
George M. Awad
|
|
|
|
|
|
|
|
/s/ Christopher Egan
|
|
Director
|
|
Christopher Egan
|
|
|
|
|
|
|
|
/s/ Siddharth N. (Bobby) Mehta
|
|
Director
|
|
Siddharth N. (Bobby) Mehta
|
|
|
|
|
|
|
|
/s/ Leo F. Mullin
|
|
Director
|
|
Leo F. Mullin
|
|
|
|
|
|
|
|
/s/ Rohan Narayan
|
|
Director
|
|
Rohan Narayan
|
|
|
|
|
|
|
|
/s/ Andrew Prozes
|
|
Director
|
|
Andrew Prozes
|
|
|
|
|
|
|
|
/s/ Sumit Rajpal
|
|
Director
|
|
Sumit Rajpal
|
|
|
|
|
|
|
|
/s/ Steven M. Tadler
|
|
Director
|
|
Steven M. Tadler
|
|
|
|
Exhibit
No.
|
|
Exhibit Name
|
|
3.1**
|
|
Amended and Restated Certificate of Incorporation of TransUnion Corp.
(Incorporated by reference to Exhibit 3.1 to TransUnion Corp.'s Current Report on Form 8-K filed April 30, 2012).
|
|
|
|
|
|
3.2**
|
|
Amended and Restated Bylaws of TransUnion Corp.
(Incorporated by reference to Exhibit 3.2 to TransUnion Corp.'s Current Report on Form 8-K filed April 30, 2012).
|
|
|
|
|
|
3.3*
|
|
Amended and Restated Certificate of Incorporation of TransUnion Holding Company, Inc.
(Incorporated by reference to Exhibit 3.1 to TransUnion Holding Company Inc.'s Registration Statement on Form S-4 filed July 31, 2012).
|
|
|
|
|
|
3.4*
|
|
Bylaws of TransUnion Holding Company, Inc.
(Incorporated by reference to Exhibit 3.2 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012).
|
|
|
|
|
|
4.1
|
|
Indenture, dated June 15, 2010, among Trans Union LLC, TransUnion Financing Corporation, TransUnion Corp., the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee, for the 11.375% Senior Notes due 2018.
(Incorporated by reference to Exhibit 4.1 to TransUnion Corp.'s Registration Statement on Form S-4 filed March 1, 2011).
|
|
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of February 27, 2012, among Trans Union LLC, TransUnion Financing Corporation, TransUnion Corp., the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee, for the 11.375% Senior Notes due 2018.
(Incorporated by reference to Exhibit 4.1 to TransUnion Corp.'s Current Report on Form 8-K filed February 28, 2012).
|
|
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated as of March 20, 2012, among Trans Union LLC, TransUnion Financing Corporation, TransUnion Corp., the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee, for the 11.375% Senior Notes due 2018.
(Incorporated by reference to Exhibit 4.3 to TransUnion Corp.'s Registration Statement on Form S-1 filed September 18, 2013).
|
|
|
|
|
|
4.4
|
|
Form of 11.375% Senior Notes due 2018.
(Incorporated by reference to Exhibit 4.2 to TransUnion Corp.'s Registration Statement on Form S-4 filed March 1, 2011).
|
|
|
|
|
|
4.5
|
|
Registration Rights Agreement, dated June 15, 2010, among Trans Union LLC, TransUnion Financing Corporation, the guarantors party thereto and J.P. Morgan Securities, Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc., as representatives of the initial purchasers named therein. (
Incorporated by reference to Exhibit 4.3 to TransUnion Corp.'s Registration Statement on Form S-4 filed March 1, 2011.
)
|
|
|
|
|
|
4.6*
|
|
Indenture, dated March 21, 2012, among TransUnion Holding Company, Inc. and Wells Fargo Bank, National Association, as Trustee, for the 9.625%/10.375% Senior PIK Toggle Notes Due 2018.
(Incorporated by reference to Exhibit 4.1 to Transunion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012).
|
|
|
|
|
|
4.7*
|
|
First Supplemental Indenture dated as of October 22, 2012, among TransUnion Holding Company, Inc., and Wells Fargo Bank, National Association, as Trustee, for the 9.625%/10.375% Senior PIK Toggle Notes due 2018. (
Incorporated by reference to Exhibit 10.1 to TransUnion Holdings Company, Inc.s Current Report on Form 8-K filed October 23, 2012
).
|
|
4.8*
|
|
Form of TransUnion Holding Company, Inc. 9.625%/10.375% Senior PIK Toggle Notes Due 2018, Series B. (
Incorporated by reference to Exhibit 4.2 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012
).
|
|
4.9*
|
|
Exchange and Registration Rights Agreement, dated March 21, 2012, among TransUnion Holding Company, Inc. and Goldman, Sachs & Co. and Deutsche Bank Securities, Inc., as representatives of the purchasers named therein.
(Incorporated by reference to Exhibit 4.3 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012)
.
|
|
4.10*
|
|
Indenture, dated November 1, 2012, between TransUnion Holding Company, Inc., and Wells Fargo Bank, National Association, as Trustee, for the 8.125%/8.875% Senior PIK Toggle Notes due 2018.
(Incorporated by reference to Exhibit 4.1 to TransUnion Holding Company, Inc.'s Current Report on Form 8-K filed November 6, 2012)
.
|
|
4.11*
|
|
Form of TransUnion Holding Company, Inc. 8.125%/8.875% Senior PIK Toggle Notes Due 2018, Series B. (
Incorporated by reference to Exhibit 4.1 to TransUnion Holding Company, Inc.'s Current Report on Form 8-K filed November 6, 2012
).
|
|
Exhibit
No.
|
|
Exhibit Name
|
|
|
|
|
|
4.12*
|
|
Exchange and Registration Rights Agreement, dated November 1, 2012, among TransUnion Holding Company, Inc. and Goldman, Sachs & Co. and Deutsche bank Securities, Inc., as representatives of the purchasers named therein.
(Incorporated by reference to Exhibit 4.2 to TransUnion Holding Company, Inc.'s Current Report on Form 8-K filed November 6, 2012)
.
|
|
|
|
|
|
10.1
|
|
Amended and Restated Credit Agreement dated as of February 10, 2011 among TransUnion Corp., Trans Union LLC, the Guarantors, Deutsche Bank Trust Company Americas, as Administrative and Collateral Agent, Deutsche Bank Trust Company Americas, as L/C Issuer and Swing Line Lender, the Other Lenders party thereto from time to time, Bank of America, N.A., as Syndication Agent, Credit Suisse Securities (USA) LLC and Suntrust Bank, as TL Documentation Agents, U.S. Bank National Association, as RC Documentation Agent, and The Governor and Company of the Bank of Ireland, as Senior Managing Agent, and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner and Smith, and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners.
(Incorporated by reference to Exhibit 10.1 to TransUnion Corp.'s Registration Statement on Form S-4 filed March 1, 2011)
.
|
|
|
|
|
|
10.2
|
|
Amendment No. 2 to Credit Agreement, dated as of February 27, 2012, by and among TransUnion Corp., Trans Union LLC, Deutsche Bank Trust Company Americas, as Administrative Agent and as Collateral Agent, and each Other Lender.
(Incorporated by reference herein to Exhibit 10.1 to TransUnion Corp.'s Current Report on Form 8-K filed March 2, 2012)
.
|
|
|
|
|
|
10.3
|
|
Amendment No. 3 to Credit Agreement, dated as of April 17, 2012, by and among TransUnion Corp., Trans Union LLC, the Guarantors, Deutsche Bank Securities Inc. and Goldman Sachs Lending Partners LLC, each as Lead Arrangers, Deutsche Bank Trust Company Americas, as Administrative Agent and as Collateral Agent, and each Other Lender.
(Incorporated by reference to Exhibit 10.1 to TransUnion Corp.'s Current Report on Form 8-K filed April 20, 2012)
.
|
|
|
|
|
|
10.4
|
|
Amendment No. 4 to Credit Agreement, dated as of February 5, 2013, by and among TransUnion Corp., Trans Union LLC, the Guarantors, Deutsche Bank Securities Inc. and Goldman Sachs Lending Partners LLC, each as Lead Arrangers, Deutsche Bank Trust Company Americas, as Administrative Agent, as Collateral Agent and as Designated Replacement term Loan Lender, and each of the Other Lenders party thereto. (
Incorporated by reference to Exhibit 10.1 to TransUnion Corp.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013
).
|
|
|
|
|
|
10.5
|
|
Amendment No. 5 to Credit Agreement, dated as of November 22, 2013, by and among TransUnion Corp., Trans Union LLC, the guarantors party thereto, Deutsche Bank Securities Inc., as lead arranger, Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent, and each of the lenders party thereto. (
Incorporated by reference to Exhibit 10.1 to TransUnion Holding Company, Inc.'s Current Report on Form 8-K filed December 20, 2013
).
|
|
|
|
|
|
10.6
|
|
Amendment No. 6 to Credit Agreement, dated as of December 16, 2013, by and among TransUnion Corp., Trans Union LLC, the guarantors party thereto, Deutsche Bank Securities Inc., as lead arranger, Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent, and each of the lenders party thereto. (
Incorporated by reference to Exhibit 10.2 to TransUnion Holding Company, Inc.'s Current Report on Form 8-K filed December 20, 2013
).
|
|
|
|
|
|
10.7*
|
|
TransUnion Holding Company, Inc. 2012 Management Equity Plan (Effective April 30, 2012).
(Incorporated by reference to Exhibit 10.1 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012)
.
|
|
|
|
|
|
10.8*
|
|
Major Stockholders’ Agreement made as of April 30, 2012, among TransUnion Holding Company, Inc., the Advent Investor (as defined therein), the GS Investors (as defined therein), and any other Person who becomes a party thereto.
(Incorporated by reference to Exhibit 10.3 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012)
.
|
|
|
|
|
|
10.9
|
|
Stockholders’ Agreement made as of April 30, 2012, among TransUnion Holding Company, Inc., the members of the management or other key persons of TransUnion Holding Company, Inc. or of TransUnion Corp., that are signatories thereto, any other person who becomes a party thereto, and the GS Investors (as defined therein) and the Advent Investor (as defined therein) (for specific purposes).
(Incorporated by reference to Exhibit 10.4 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012)
.
|
|
Exhibit
No.
|
|
Exhibit Name
|
|
|
|
|
|
10.10
|
|
Registration Rights Agreement dated as of April 30, 2012, by and among TransUnion Holding Company, Inc., the Advent Investors (as defined therein), the GS Investors (as defined therein), certain Key Individuals (as defined therein) and any other person who becomes a party thereto.
(Incorporated by reference to Exhibit 10.5 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012)
.
|
|
|
|
|
|
10.11*
|
|
Form of Director Indemnification Agreement for directors of TransUnion Holding Company, Inc.
(Incorporated by reference to Exhibit 10.6 to TransUnion Holding Company, Inc.'s Registration Statement on Form S-4 filed July 31, 2012)
.
|
|
|
|
|
|
10.12
|
|
Form of Severance and Restrictive Covenant Agreement with Executive Officers.
(Incorporated by reference to Exhibit 10.5 to TransUnion Corp.'s Registration Statement on Form S-4 filed March 1, 2011)
.
|
|
|
|
|
|
10.13
|
|
Employment Agreement with Siddharth N. (Bobby) Mehta, former President and Chief Executive Officer of TransUnion Holding Company, Inc. and TransUnion Corp., dated October 3, 2007.
(Incorporated by reference to Exhibit 10.6 to TransUnion Corp.'s Registration Statement on Form S-4 filed March 1, 2011)
.
|
|
|
|
|
|
10.14
|
|
Amendment to Employment Agreement of Siddharth N. (Bobby) Mehta, former President and Chief Executive Officer of TransUnion Holding Company, Inc. and TransUnion Corp., dated December 6, 2012. (
Incorporated by reference to Exhibit 10.11 to TransUnion Holding Company, Inc.'s and TransUnion Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012
).
|
|
|
|
|
|
10.15*
|
|
Consulting Agreement with Siddharth N. (Bobby) Mehta, dated December 6, 2012. (
Incorporated by reference to Exhibit 10.12 to TransUnion Holding Company, Inc.'s and TransUnion Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012
).
|
|
|
|
|
|
10.16*
|
|
Amendment dated December 6, 2012 to the Stockholders’ Agreement of TransUnion Holding Company, Inc. made as of April 30, 2012 with Siddharth N. (Bobby) Mehta. (
Incorporated by reference to Exhibit 10.13 to TransUnion Holding Company, Inc.'s and TransUnion Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012
).
|
|
|
|
|
|
10.17*
|
|
Stock Repurchase Agreement dated December 6, 2012 between Siddharth N. (Bobby) Mehta and TransUnion Holding Company, Inc. (
Incorporated by reference to Exhibit 10.14 to Transunion Holding Company, Inc.'s and TransUnion Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012
).
|
|
|
|
|
|
10.18
|
|
Employment Agreement with James M. Peck, President and Chief Executive Officer of TransUnion Holding Company, Inc. and TransUnion Corp., dated December 6, 2012. (
Incorporated by reference to Exhibit 10.15 to TransUnion Holding Company, Inc.'s and TransUnion Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012
).
|
|
|
|
|
|
10.19
|
|
Letter Agreement between TransUnion Holding Company, Inc. and Reed Elsevier with respect to the employment of James M. Peck as the President and Chief Executive Officer of TransUnion Holding Company, Inc. and TransUnion Corp., dated December 6, 2012. (
Incorporated by reference to Exhibit 10.16 to TransUnion Holding Company, Inc.'s and TransUnion Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012)
.
|
|
|
|
|
|
10.20
|
|
Consulting Agreement dated April 30, 2012 with Goldman Sachs & Co. and Advent International Corporation. (
Incorporated by reference to Exhibit 10.17 to TransUnion Holding Company, Inc.'s and TransUnion Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012
).
|
|
|
|
|
|
10.21
|
|
Amended and Restated Asset Purchase Agreement, dated December 12, 2013, by and between TransUnion Risk and Alternative Data Solutions, Inc. and TLO, LLC (
Incorporated by reference to Exhibit 10.1 to TransUnion Holding Company, Inc.'s and TransUnion Corp.'s Current Report on Form 8-K filed December 20, 2013)
.
|
|
|
|
|
|
21
|
|
Subsidiaries of each Registrant. ***
|
|
|
|
|
|
24.1*
|
|
Power of Attorney - TransUnion Holding Company, Inc. (included on the signature page of this Form 10-K).***
|
|
|
|
|
|
24.2*
|
|
Power of Attorney - TransUnion Corp. (included on the signature page of this Form 10-K).***
|
|
|
|
|
|
31.1(a)*
|
|
Certification of Principal Executive Officer for TransUnion Holding Company, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***
|
|
|
|
|
|
31.2(a)*
|
|
Certification of Principal Financial Officer for TransUnion Holding Company, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***
|
|
Exhibit
No.
|
|
Exhibit Name
|
|
|
|
|
|
31.1(b)**
|
|
Certification of Principal Executive Officer for TransUnion Corp. pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.***
|
|
|
|
|
|
31.2(b)**
|
|
Certification of Principal Financial Officer for TransUnion Corp. pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.***
|
|
|
|
|
|
32(a)*
|
|
Certification of Chief Executive Officer and Chief Financial Officer for TransUnion Holding Company, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
|
|
|
|
|
|
32(b)**
|
|
Certification of Chief Executive Officer and Chief Financial Officer for TransUnion Corp. 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.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document***
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document***
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document***
|
|
*
|
Applicable only to TransUnion Holding Company, Inc.
|
|
**
|
Applicable only to TransUnion Corp.
|
|
***
|
Filed herewith.
|
|
i
|
Unless specifically noted, each Exhibit described above shall be applicable to both Registrants.
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Due from TransUnion Corp
|
$
|
52.7
|
|
|
$
|
—
|
|
|
Other current assets
|
7.5
|
|
|
5.7
|
|
||
|
Total current assets
|
60.2
|
|
|
5.7
|
|
||
|
Investment in TransUnion Corp
|
1,584.6
|
|
|
1,666.6
|
|
||
|
Other assets
|
28.1
|
|
|
34.1
|
|
||
|
Total assets
|
$
|
1,672.9
|
|
|
$
|
1,706.4
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Trade accounts payable
|
$
|
0.2
|
|
|
$
|
0.9
|
|
|
Other current liabilities
|
33.4
|
|
|
22.4
|
|
||
|
Total current liabilities
|
33.6
|
|
|
23.3
|
|
||
|
Long-term debt
|
998.3
|
|
|
998.0
|
|
||
|
Other liabilities
|
13.1
|
|
|
0.1
|
|
||
|
Total liabilities
|
1,045.0
|
|
|
1,021.4
|
|
||
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock, $0.01 par value; 200.0 million shares authorized at December 31, 2013 and December 31, 2012, 110.7 million and 110.2 million shares issued as of December 31, 2013 and December 31, 2012, respectively; and 110.2 million and 110.1 million shares outstanding as of December 31, 2013 and December 31, 2012, respectively
|
1.1
|
|
|
1.1
|
|
||
|
Additional paid-in capital
|
1,121.8
|
|
|
1,109.4
|
|
||
|
Treasury stock at cost; 0.5 million and 0.1 million shares at December 31, 2013 and December 31, 2012, respectively
|
(4.1
|
)
|
|
(0.7
|
)
|
||
|
Retained earnings (accumulated deficit)
|
(417.7
|
)
|
|
(400.4
|
)
|
||
|
Accumulated other comprehensive income
|
(73.2
|
)
|
|
(24.4
|
)
|
||
|
Total stockholders’ equity
|
627.9
|
|
|
685.0
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
1,672.9
|
|
|
$
|
1,706.4
|
|
|
|
Twelve Months Ended
December 31, 2013 |
|
From the Date
of Inception Through December 31, 2012 |
||||
|
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating expenses
|
|
|
|
||||
|
Selling, general and administrative
|
1.3
|
|
|
0.9
|
|
||
|
Total operating expenses
|
1.3
|
|
|
0.9
|
|
||
|
Operating income (loss)
|
(1.3
|
)
|
|
(0.9
|
)
|
||
|
Non-operating income and expense
|
|
|
|
||||
|
Interest expense
|
(96.3
|
)
|
|
(52.2
|
)
|
||
|
Equity Income from TransUnion Corp
|
43.2
|
|
|
43.0
|
|
||
|
Other income and (expense), net
|
(0.2
|
)
|
|
(16.5
|
)
|
||
|
Total non-operating income and expense
|
(53.3
|
)
|
|
(25.7
|
)
|
||
|
Income (loss) from operations before income taxes
|
(54.6
|
)
|
|
(26.6
|
)
|
||
|
Provision for income taxes
|
37.3
|
|
|
—
|
|
||
|
Net loss
|
$
|
(17.3
|
)
|
|
$
|
(26.6
|
)
|
|
|
Twelve Months Ended
December 31, 2013 |
|
From the Date
of Inception Through December 31, 2012 |
||||
|
Net loss
|
$
|
(17.3
|
)
|
|
$
|
(26.6
|
)
|
|
Other comprehensive loss, net of tax
|
|
|
|
||||
|
Foreign currency translation adjustment
|
(51.8
|
)
|
|
(20.7
|
)
|
||
|
Net unrealized gain (loss) on hedges (net of tax at 36%)
|
3.0
|
|
|
(3.7
|
)
|
||
|
Total other comprehensive loss, net of tax
|
(48.8
|
)
|
|
(24.4
|
)
|
||
|
Comprehensive loss attributable to TransUnion Holding Company, Inc.
|
$
|
(66.1
|
)
|
|
$
|
(51.0
|
)
|
|
|
Twelve Months Ended
|
|
From the Date of
Inception Through
|
||||
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
Cash used in operating activities
|
$
|
(1.5
|
)
|
|
$
|
(16.4
|
)
|
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisition of TransUnion Corp.
|
—
|
|
|
(1,582.3
|
)
|
||
|
Capital investment in TransUnion Corp.
|
—
|
|
|
(80.8
|
)
|
||
|
Cash used in investing activities
|
—
|
|
|
(1,663.1
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from 9.625% notes
|
—
|
|
|
600.0
|
|
||
|
Proceeds from 8.125% notes
|
—
|
|
|
398.0
|
|
||
|
Debt financing fees
|
(0.9
|
)
|
|
(41.3
|
)
|
||
|
Proceeds from issuance of common stock
|
5.8
|
|
|
1,097.3
|
|
||
|
Treasury stock purchases
|
(3.4
|
)
|
|
(0.7
|
)
|
||
|
Dividends
|
—
|
|
|
(373.8
|
)
|
||
|
Cash provided by financing activities
|
1.5
|
|
|
1,679.5
|
|
||
|
Net change in cash and cash equivalents
|
—
|
|
|
—
|
|
||
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
(in millions)
|
Balance at
Acquisition
Date
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
(1)
|
|
Balance at
End of
Year
|
||||||||||
|
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2013
|
$
|
1.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.7
|
|
|
2012
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
|
$
|
3.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.7
|
|
|
Allowance for deferred tax assets
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2013
|
$
|
27.2
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
(6.1
|
)
|
|
$
|
25.9
|
|
|
2012
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
24.8
|
|
|
$
|
(2.6
|
)
|
|
$
|
27.2
|
|
|
(1)
|
For the allowance for doubtful accounts, includes write-offs of uncollectable accounts.
|
|
(in millions)
|
Balance at
Beginning
of Year
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
(1)
|
|
Balance at
End of
Year
|
||||||||||
|
Allowance for doubtful accounts
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2013
|
$
|
1.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.7
|
|
|
2012
|
1.2
|
|
|
1.3
|
|
|
—
|
|
|
(0.8
|
)
|
|
1.7
|
|
|||||
|
2011
|
$
|
1.7
|
|
|
$
|
1.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
1.2
|
|
|
Allowance for deferred tax assets
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2013
|
$
|
27.2
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
(6.1
|
)
|
|
$
|
25.9
|
|
|
2012
|
16.9
|
|
|
15.6
|
|
|
7.4
|
|
|
(12.7
|
)
|
|
27.2
|
|
|||||
|
2011
|
$
|
12.8
|
|
|
$
|
4.6
|
|
|
$
|
0.2
|
|
|
$
|
(0.7
|
)
|
|
$
|
16.9
|
|
|
(1)
|
For the allowance for doubtful accounts, includes write-offs of uncollectable accounts.
|
|
(2)
|
Excludes discontinued operations.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| State Street Corporation | STT |
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|