CHICAGO, April 25, 2017 (GLOBE NEWSWIRE) -- TransUnion (NYSE:TRU) (the “Company”) today announced financial results for the quarter ended March 31, 2017.
Total revenue was $455 million, an increase of 12 percent (11 percent on a constant currency basis) compared with the first quarter of 2016. Acquisitions accounted for a 2 percent increase in revenue. Net income attributable to TransUnion was $62 million compared with $13 million in the first quarter of 2016. Diluted earnings per share was $0.33 compared with $0.07 in the first quarter of 2016.
Adjusted EBITDA was $172 million, an increase of 21 percent (20 percent on a constant currency basis) compared with the first quarter of 2016. Adjusted EBITDA margin was 37.7 percent, an increase of 290 basis points compared with the first quarter of 2016. Adjusted Diluted Earnings per Share was $0.42, an increase of 33 percent compared with the first quarter of 2016.
“TransUnion delivered a strong first quarter, highlighted by double-digit revenue, Adjusted EBITDA and Adjusted EPS growth while continuing to expand Adjusted EBITDA margin,” said Jim Peck, TransUnion's president and chief executive officer. “As a result of our unique combination of data assets, analytic capabilities and technology infrastructure, we are in a great position to continue to innovate and to drive growth in our core business, new verticals and international geographies. We are off to a solid start in 2017 and feel confident in the rest of the year and our long-term outlook.”
First Quarter 2017 Segment Results
U.S. Information Services (USIS)
USIS revenue was $282 million, an increase of 14 percent compared with the first quarter of 2016.
- Online Data Services revenue was $182 million, an increase of 13 percent over the prior year.
- Marketing Services revenue was $42 million, an increase of 14 percent over the prior year.
- Decision Services revenue was $58 million, an increase of 18 percent over the prior year.
Operating income was $72 million, an increase of 139 percent compared with the first quarter of 2016. Adjusted Operating Income was $99 million, an increase of 28 percent compared with the first quarter of 2016.
International
International revenue was $83 million, an increase of 23 percent (16 percent on a constant currency basis) compared with the first quarter of 2016. Acquisitions accounted for a 4 percent increase in revenue.
- Developed markets revenue was $28 million, an increase of 21 percent (18 percent on a constant currency basis) over the prior year.
- Emerging markets revenue was $55 million, an increase of 24 percent (15 percent on a constant currency basis) over the prior year.
Operating income was $9 million, an increase of 76 percent compared with the first quarter of 2016. Adjusted Operating Income was $24 million, an increase of 43 percent (36 percent on a constant currency basis) compared with the first quarter of 2016.
Consumer Interactive
Consumer Interactive revenue was $105 million, a decrease of 1 percent compared with the first quarter of 2016.
Operating income was $48 million, an increase of 19 percent compared with the first quarter of 2016. Adjusted Operating Income was $50 million, an increase of 18 percent compared with the first quarter of 2016.
Liquidity and Capital Resources
Cash and cash equivalents were $131 million at March 31, 2017 and $182 million at December 31, 2016. Total debt, including the current portion of long-term debt, remained relatively flat at $2.4 billion at March 31, 2017 compared with December 31, 2016.
For the three months ended March 31, 2017, cash provided by operating activities increased to $67 million compared with $42 million for the same period in 2016 due primarily to the increase in operating performance. Cash used in investing activities was $76 million compared with $161 million for the same period in 2016 due primarily to a decrease in cash used for acquisitions. Capital expenditures were $26 million compared with $31 million for the same period in 2016. Cash used in financing activities was $43 million compared with a source of cash of $136 million for the same period in 2016. The change was primarily due to lower borrowings to finance acquisitions and the purchase of treasury stock in the first quarter of 2017 compared with the same period in 2016.
2017 Full Year Outlook
For the full year of 2017, we are raising our revenue, Adjusted EBITDA and Adjusted Diluted Earnings per Share guidance as follows. Consolidated revenue is expected to be between $1.845 billion and $1.86 billion, an increase of 8 to 9 percent on a constant currency basis. Adjusted EBITDA is expected to be between $720 million and $735 million, an increase of 13 to 15 percent on a constant currency basis. Adjusted Diluted Earnings per Share is expected to be between $1.74 and $1.79, an increase of 16 to 19 percent.
Consistent with our previous full year guidance, the revenue guidance includes approximately 1 percent growth from acquisitions, with no significant impact on revenue and Adjusted EBITDA from foreign exchange rates.
2017 Second Quarter Outlook
For the second quarter of 2017, consolidated revenue is expected to be between $460 million and $465 million, an increase of 8 to 9 percent on a constant currency basis compared with the second quarter of 2016. Adjusted EBITDA is expected to be between $176 million and $180 million, an increase of 10 to 12 percent on a constant currency basis. Adjusted Diluted Earnings per Share is expected to be between $0.42 and $0.43, an increase of 14 to 17 percent.
The revenue guidance includes approximately 1 percent growth from acquisitions, with no significant impact on revenue and Adjusted EBITDA from foreign exchange rates.
Earnings Webcast Details
In conjunction with this release, TransUnion will host a conference call and webcast today at 8:00 a.m. Central Time to discuss the business results for the quarter and certain forward-looking information. This session may be accessed at www.transunion.com/tru. A replay of the call will also be available at this website following the conclusion of the call.
About TransUnion
TransUnion is a leading global risk and information solutions provider to businesses and consumers. The Company provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. Businesses embed its solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use its solutions to view their credit profiles and access analytical tools that help them understand and manage their personal information and take precautions against identity theft. www.transunion.com
Availability of Information on TransUnion’s Website
Investors and others should note that TransUnion routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the TransUnion Investor Relations website. While not all of the information that the Company posts to the TransUnion Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in TransUnion to review the information that it shares on www.transunion.com/tru.
Non-GAAP Financial Measures
This earnings release presents certain growth rates on Schedule 1 assuming foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. This earnings release also presents Adjusted EBITDA, Adjusted EBITDA Margin, segment Adjusted Operating Income, segment Adjusted Operating Margin, Adjusted Effective Tax Rate, Adjusted Net Income (Loss) and Adjusted Diluted Earnings per Share. These are important financial measures for the Company but are not financial measures as defined by GAAP. We present these financial measures as supplemental measures of our operating performance because we believe they provide meaningful information regarding our performance and provide a basis to compare operating results between periods. We present Adjusted Operating Income, Adjusted EBITDA and Adjusted Net Income as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. Also, Adjusted EBITDA is a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. In addition, our board of directors and executive management team use Adjusted EBITDA as a compensation measure. Furthermore, under the credit agreement governing our senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to a ratio based on Adjusted EBITDA. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (loss) attributable to the Company, earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the attached Schedules.
Adjusted EBITDA is defined as net income (loss) attributable to TransUnion plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers and acquisitions, divestitures and business optimization expenses, plus technology transformation expenses, plus (less) certain other expenses (income). Adjusted Operating Income is defined as operating income plus stock-based compensation, plus mergers and acquisitions, divestitures and business optimization expenses, plus technology transformation expenses, plus (less) certain other expenses (income), plus amortization of certain intangible assets. Adjusted Effective Tax Rate is defined as adjusted provision for income taxes divided by adjusted income before income taxes. Adjusted Net Income is defined as net income (loss) attributable to TransUnion plus stock-based compensation, plus mergers and acquisitions, divestitures and business optimization expenses, plus technology transformation expenses, plus (less) certain other expenses (income), plus amortization of certain intangible assets, plus or minus changes in provision for income taxes. Adjusted Earnings per Share is defined as Adjusted Net Income divided by weighted-average shares outstanding.
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this earnings release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negative of these words and other similar expressions. Factors that could cause actual results to differ materially from those described in the forward-looking statements include macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets; our ability to provide competitive services and prices; our ability to retain or renew existing agreements with large or long-term customers; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; regulatory oversight of “critical activities”; our ability to effectively manage our costs; economic and political stability in the United States and international markets where we operate; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to timely develop new services and the market’s willingness to adopt our new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; our ability to make acquisitions and integrate the operations of acquired businesses; our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property; our ability to defend our intellectual property from infringement claims by third parties; the ability of our outside service providers and key vendors to fulfill their obligations to us; further consolidation in our end-customer markets; the increased availability of free or inexpensive consumer information; losses against which we do not insure; our ability to make timely payments of principal and interest on our indebtedness; our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; share repurchase plans; our reliance on key management personnel; our controlling stockholders; and other one-time events and other factors that can be found in our Annual Report on Form 10-K for the year ended December 31, 2016, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on TransUnion’s website (www.transunion.com/tru) and on the Securities and Exchange Commission’s website (www.sec.gov). Many of these factors are beyond our control. The forward-looking statements contained in this earnings release speak only as of the date of this earnings release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this earnings release.
| TRANSUNION AND SUBSIDIARIES Consolidated Balance Sheets (in millions, except per share data) | |||||||||
| March 31, 2017 | December 31, 2016 | ||||||||
| Unaudited | |||||||||
| Assets | |||||||||
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 131.2 | $ | 182.2 | |||||
| Trade accounts receivable, net of allowance of $6.6 and $6.2 | 289.9 | 277.9 | |||||||
| Other current assets | 92.6 | 89.9 | |||||||
| Total current assets | 513.7 | 550.0 | |||||||
| Property, plant and equipment, net of accumulated depreciation and amortization of $251.3 and $235.6 | 192.0 | 197.5 | |||||||
| Goodwill, net | 2,203.0 | 2,173.9 | |||||||
| Other intangibles, net of accumulated amortization of $860.0 and $815.8 | 1,737.8 | 1,762.3 | |||||||
| Other assets | 107.3 | 97.5 | |||||||
| Total assets | $ | 4,753.8 | $ | 4,781.2 | |||||
| Liabilities and stockholders’ equity | |||||||||
| Current liabilities: | |||||||||
| Trade accounts payable | $ | 115.4 | $ | 114.2 | |||||
| Short-term debt and current portion of long-term debt | 92.7 | 50.4 | |||||||
| Other current liabilities | 173.4 | 208.7 | |||||||
| Total current liabilities | 381.5 | 373.3 | |||||||
| Long-term debt | 2,309.3 | 2,325.2 | |||||||
| Deferred taxes | 572.0 | 579.0 | |||||||
| Other liabilities | 26.0 | 30.7 | |||||||
| Total liabilities | 3,288.8 | 3,308.2 | |||||||
| Stockholders’ equity: | |||||||||
| Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2017 and December 31, 2016, 185.2 million and 183.9 million shares issued at March 31, 2017 and December 31, 2016, respectively, and 182.6 million shares and 183.2 million shares outstanding as of March 31, 2017 and December 31, 2016, respectively | 1.9 | 1.8 | |||||||
| Additional paid-in capital | 1,821.6 | 1,844.9 | |||||||
| Treasury stock at cost; 2.6 million shares and 0.7 million shares at March 31, 2017 and December 31, 2016, respectively | (73.5 | ) | (5.3 | ) | |||||
| Accumulated deficit | (241.5 | ) | (303.8 | ) | |||||
| Accumulated other comprehensive loss | (140.9 | ) | (174.8 | ) | |||||
| Total TransUnion stockholders’ equity | 1,367.6 | 1,362.8 | |||||||
| Noncontrolling interests | 97.4 | 110.2 | |||||||
| Total stockholders’ equity | 1,465.0 | 1,473.0 | |||||||
| Total liabilities and stockholders’ equity | $ | 4,753.8 | $ | 4,781.2 | |||||
| TRANSUNION AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) (in millions, except per share data) | |||||||
| Three Months Ended March 31, | |||||||
| 2017 | 2016 | ||||||
| Revenue | $ | 455.0 | $ | 405.7 | |||
| Operating expenses | |||||||
| Cost of services (exclusive of depreciation and amortization below) | 151.2 | 149.1 | |||||
| Selling, general and administrative | 144.7 | 132.2 | |||||
| Depreciation and amortization | 58.0 | 72.5 | |||||
| Total operating expenses | 353.9 | 353.8 | |||||
| Operating income | 101.1 | 51.9 | |||||
| Non-operating income and (expense) | |||||||
| Interest expense | (21.5 | ) | (20.4 | ) | |||
| Interest income | 1.3 | 0.8 | |||||
| Earnings from equity method investments | 1.7 | 1.9 | |||||
| Other income and (expense), net | (6.6 | ) | (7.6 | ) | |||
| Total non-operating income and (expense) | (25.1 | ) | (25.3 | ) | |||
| Income before income taxes | 76.0 | 26.6 | |||||
| Provision for income taxes | (11.5 | ) | (12.0 | ) | |||
| Net income | 64.5 | 14.6 | |||||
| Less: net income attributable to the noncontrolling interests | (2.2 | ) | (2.0 | ) | |||
| Net income attributable to TransUnion | $ | 62.3 | $ | 12.6 | |||
| Earnings per share: | |||||||
| Basic | $ | 0.34 | $ | 0.07 | |||
| Diluted | $ | 0.33 | $ | 0.07 | |||
| Weighted average shares outstanding: | |||||||
| Basic | 182.7 | 182.4 | |||||
| Diluted | 190.3 | 184.0 | |||||
| TRANSUNION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (in millions) | ||||||||
| Three Months Ended March 31, | ||||||||
| 2017 | 2016 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 64.5 | $ | 14.6 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 58.0 | 72.5 | ||||||
| Net loss on refinancing transaction | 5.0 | — | ||||||
| Amortization and loss on fair value of hedge instrument | — | 0.8 | ||||||
| Equity in net income of affiliates, net of dividends | (1.4 | ) | (1.5 | ) | ||||
| Deferred taxes | (14.0 | ) | 4.6 | |||||
| Amortization of discount and deferred financing fees | 0.7 | 0.7 | ||||||
| Stock-based compensation | 8.0 | 3.7 | ||||||
| Provision for losses on trade accounts receivable | 1.2 | 0.7 | ||||||
| Other | (2.3 | ) | 1.6 | |||||
| Changes in assets and liabilities: | ||||||||
| Trade accounts receivable | (10.7 | ) | (30.8 | ) | ||||
| Other current and long-term assets | (11.3 | ) | (4.5 | ) | ||||
| Trade accounts payable | (0.9 | ) | 2.8 | |||||
| Other current and long-term liabilities | (29.5 | ) | (23.5 | ) | ||||
| Cash provided by operating activities | 67.3 | 41.7 | ||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | (26.0 | ) | (30.9 | ) | ||||
| Proceeds from sale of trading securities | 1.0 | 0.9 | ||||||
| Purchases of trading securities | (1.3 | ) | (1.1 | ) | ||||
| Proceeds from sale of other investments | 35.7 | 8.8 | ||||||
| Purchases of other investments | (26.9 | ) | (8.5 | ) | ||||
| Acquisitions and purchases of noncontrolling interests, net of cash acquired | (58.7 | ) | (129.1 | ) | ||||
| Acquisition-related deposits, net | — | (1.1 | ) | |||||
| Cash used in investing activities | (76.2 | ) | (161.0 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from senior secured term loan B | — | 150.0 | ||||||
| Proceeds from senior secured revolving line of credit | 40.0 | 145.0 | ||||||
| Payments of senior secured revolving line of credit | — | (145.0 | ) | |||||
| Repayments of debt | (14.3 | ) | (12.0 | ) | ||||
| Debt financing fees | (5.0 | ) | (3.1 | ) | ||||
| Proceeds from issuance of common stock and exercise of stock options | 10.1 | 0.9 | ||||||
| Treasury stock purchased | (68.3 | ) | — | |||||
| Excess tax benefit | — | 0.5 | ||||||
| Distributions to noncontrolling interests | — | (0.4 | ) | |||||
| Payment of contingent obligation | (5.9 | ) | — | |||||
| Cash (used in) provided by financing activities | (43.4 | ) | 135.9 | |||||
| Effect of exchange rate changes on cash and cash equivalents | 1.3 | 0.5 | ||||||
| Net change in cash and cash equivalents | (51.0 | ) | 17.1 | |||||
| Cash and cash equivalents, beginning of period | 182.2 | 133.2 | ||||||
| Cash and cash equivalents, end of period | $ | 131.2 | $ | 150.3 | ||||
| SCHEDULE 1 TRANSUNION AND SUBSIDIARIES As Reported and Constant Currency Growth Rates - Unaudited | |||
| Three Months Ended March 31, 2017 Percent Change | |||
| Consolidated: | |||
| Revenue as reported | 12.1 | % | |
| Revenue constant currency | 11.0 | % | |
| Operating income | 94.6 | % | |
| Operating income constant currency | 93.9 | % | |
| Adjusted Operating Income | 30.1 | % | |
| Adjusted Operating Income constant currency | 29.1 | % | |
| Adjusted EBITDA | 21.4 | % | |
| Adjusted EBITDA constant currency | 20.4 | % | |
| International: | |||
| International Consolidated | |||
| Revenue as reported | 22.9 | % | |
| Revenue constant currency | 16.1 | % | |
| Operating income | 75.9 | % | |
| Operating income constant currency | 69.2 | % | |
| Adjusted Operating Income | 42.6 | % | |
| Adjusted Operating Income constant currency | 35.8 | % | |
| Developed Markets | |||
| Revenue as reported | 20.7 | % | |
| Revenue constant currency | 17.6 | % | |
| Emerging Markets | |||
| Revenue as reported | 24.1 | % | |
| Revenue constant currency | 15.4 | % | |
| Constant currency percentage changes assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. | |||
| SCHEDULE 2 TRANSUNION AND SUBSIDIARIES EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin - Unaudited (dollars in millions) | |||||||||
| Three Months Ended March 31, | |||||||||
| 2017 | 2016 | ||||||||
| Revenue | $ | 455.0 | $ | 405.7 | |||||
| Reconciliation of net income attributable to TransUnion to Adjusted EBITDA | |||||||||
| Net income attributable to TransUnion | $ | 62.3 | $ | 12.6 | |||||
| Net interest expense | 20.2 | 19.6 | |||||||
| Provision for income taxes | 11.5 | 12.0 | |||||||
| Depreciation and amortization | 58.0 | 72.5 | |||||||
| EBITDA | 152.1 | 116.6 | |||||||
| Adjustments to EBITDA: | |||||||||
| Stock-based compensation(1) | 13.1 | 5.3 | |||||||
| Mergers and acquisitions, divestitures and business optimization(2) | 2.5 | 5.5 | |||||||
| Technology transformation(3) | — | 12.0 | |||||||
| Other(4) | 3.9 | 2.0 | |||||||
| Total adjustments to EBITDA | 19.5 | 24.8 | |||||||
| Adjusted EBITDA | $ | 171.6 | $ | 141.4 | |||||
| EBITDA margin | 33.4 | % | 28.7 | % | |||||
| Adjusted EBITDA Margin | 37.7 | % | 34.8 | % | |||||
| As a result of displaying amounts in millions, rounding differences may exist in the table above. | |||||||||
| (1) Consisted of stock-based compensation and cash-settled stock-based compensation. | |||||||||
| (2) For the three months ended March 31, 2017, consisted of the following adjustments to operating income: a $(0.1) million reduction in contingent consideration expense from previous acquisitions. For the three months ended March 31, 2017, consisted of the following adjustments to non-operating income and expense: $2.6 million of acquisition expenses. | |||||||||
| For the three months ended March 31, 2016, consisted of the following adjustments to operating income: a $0.1 million increase in contingent consideration expense from previous acquisitions; a $0.1 million loss on divestitures of two small business operations; and a $(0.3) million adjustment to business optimization expenses. For the three months ended March 31, 2016, consisted of the following adjustments to non-operating income and expense: $5.6 million of acquisition expenses. | |||||||||
| (3) Represented costs associated with a project to transform our technology infrastructure. | |||||||||
| (4) For the three months ended March 31, 2017, consisted of the following adjustments to non-operating income and expense: $5.0 million of fees related to the refinancing of our senior secured credit facility; $0.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders; $0.3 million of loan fees; $(1.5) million of currency remeasurement of our foreign operations; a $(0.1) million mark-to-market gain related to ineffectiveness of our interest rate hedge; and $(0.2) million of miscellaneous. | |||||||||
| For the three months ended March 31, 2016, consisted of the following adjustments to non-operating income and expense: $1.0 million of fees incurred in connection with the filing of a registration statement and a secondary offering of shares of TransUnion common stock by certain of our stockholders; $0.7 million mark-to-market loss related to ineffectiveness on our interest rate hedge; $0.3 million of loan fees; $0.1 million of currency remeasurement of our foreign operations; and $(0.1) million of miscellaneous. | |||||||||
| SCHEDULE 3 TRANSUNION AND SUBSIDIARIES Adjusted Net Income and Adjusted Earnings Per Share - Unaudited (in millions, except per share data) | |||||||||
| Three Months Ended March 31, | |||||||||
| 2017 | 2016 | ||||||||
| Net income attributable to TransUnion | $ | 62.3 | $ | 12.6 | |||||
| Adjustments before income tax items: | |||||||||
| Stock-based compensation(1) | 13.1 | 5.3 | |||||||
| Mergers and acquisitions, divestitures and business optimization(2) | 2.5 | 5.5 | |||||||
| Technology transformation(3) | — | 12.0 | |||||||
| Other(4) | 3.9 | 1.7 | |||||||
| Amortization of certain intangible assets (5) | 33.5 | 44.2 | |||||||
| Total adjustments before income tax items | 53.0 | 68.7 | |||||||
| Change in provision for income taxes per schedule 4 | (35.2 | ) | (23.1 | ) | |||||
| Adjusted Net Income | $ | 80.2 | $ | 58.2 | |||||
| Adjusted Earnings per Share: | |||||||||
| Basic | $ | 0.44 | $ | 0.32 | |||||
| Diluted(6) | $ | 0.42 | $ | 0.32 | |||||
| Weighted-average shares outstanding: | |||||||||
| Basic | 182.7 | 182.4 | |||||||
| Diluted(6) | 190.3 | 184.0 | |||||||
| As a result of displaying amounts in millions, rounding differences may exist in the table above. | |||||||||
| (1) Consisted of stock-based compensation and cash-settled stock-based compensation. | |||||||||
| (2) For the three months ended March 31, 2017, consisted of the following adjustments to operating income: a $(0.1) million reduction in contingent consideration expense from previous acquisitions. For the three months ended March 31, 2017, consisted of the following adjustments to non-operating income and expense: $2.6 million of acquisition expenses. | |||||||||
| For the three months ended March 31, 2016, consisted of the following adjustments to operating income: a $0.1 million increase in contingent consideration expense from previous acquisitions; a $0.1 million loss on divestitures of two small business operations; and a $(0.3) million adjustment to business optimization expenses. For the three months ended March 31, 2016, consisted of the following adjustments to non-operating income and expense: $5.6 million of acquisition expenses. | |||||||||
| (3) Represented costs associated with a project to transform our technology infrastructure. | |||||||||
| (4) For the three months ended March 31, 2017, consisted of the following adjustments to non-operating income and expense: $5.0 million of fees related to the refinancing of our senior secured credit facility; $0.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders; $(1.5) million of currency remeasurement of our foreign operations; a $(0.1) million mark-to-market gain related to ineffectiveness of our interest rate hedge; and $0.1 million of miscellaneous. | |||||||||
| For the three months ended March 31, 2016, consisted of the following adjustments to non-operating income and expense: $1.0 million of fees incurred in connection with the filing of a registration statement and a secondary offering of shares of TransUnion common stock by certain of our stockholders; a $0.7 million loss related to mark-to-market ineffectiveness of our interest rate hedge; $0.1 million of currency remeasurement of our foreign operations; and $(0.1) million of miscellaneous. | |||||||||
| (5) Consisted of amortization of intangible assets from our 2012 change in control and amortization of intangible assets established in business acquisitions after our 2012 change in control. | |||||||||
| (6) As of March 31, 2017, there were 0.2 million anti-dilutive weighted shares outstanding and 0.3 million contingently issuable market-based stock awards excluded from the diluted earnings per share calculations because the market conditions had not been met. | |||||||||
| As of March 31, 2016, there were 0.2 million anti-dilutive weighted shares outstanding and 6.5 million contingently issuable market-based stock awards excluded from the diluted earnings per share calculations because the market conditions had not been met. | |||||||||
| SCHEDULE 4 TRANSUNION AND SUBSIDIARIES Effective Tax Rate and Adjusted Effective Tax Rate - Unaudited (dollars in millions) | |||||||||
| Three Months Ended March 31, | |||||||||
| 2017 | 2016 | ||||||||
| Income before income taxes | $ | 76.0 | $ | 26.6 | |||||
| Total adjustments before income taxes per Schedule 3 | 53.0 | 68.7 | |||||||
| Adjusted income before income taxes | $ | 129.0 | $ | 95.3 | |||||
| Provision for income taxes | $ | (11.5 | ) | $ | (12.0 | ) | |||
| Adjustments for income taxes: | |||||||||
| Tax effect of above adjustments(1) | (17.9 | ) | (24.7 | ) | |||||
| Eliminate impact of adjustments for unremitted foreign earnings(2) | (4.3 | ) | — | ||||||
| Eliminate impact of excess tax benefits for share compensation(3) | (11.6 | ) | — | ||||||
| Other(4) | (1.4 | ) | 1.6 | ||||||
| Total adjustments for income taxes | (35.2 | ) | (23.1 | ) | |||||
| Adjusted provision for income taxes | $ | (46.6 | ) | $ | (35.2 | ) | |||
| Effective tax rate | 15.1 | % | 45.1 | % | |||||
| Adjusted Effective Tax Rate | 36.2 | % | 36.9 | % | |||||
| As a result of displaying amounts in millions, rounding differences may exist in the table above. | |||||||||
| (1) Tax rates used to calculate the tax expense impact are based on the nature of each item. | |||||||||
| (2) Eliminates impact of certain adjustments related to our deferred tax liability for unremitted earnings. | |||||||||
| (3) Eliminates the impact of excess tax benefits for share compensation resulting from adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. | |||||||||
| (4) Eliminates the impact of state tax rate changes on deferred taxes, valuation allowances on foreign net operating losses, and valuation allowances on capital losses and other discrete adjustments. | |||||||||
| SCHEDULE 5 TRANSUNION AND SUBSIDIARIES Adjusted Operating Income, Operating Margin and Adjusted Operating Margin - Unaudited (dollars in millions) | |||||||||
| Three Months Ended March 31, | |||||||||
| 2017 | 2016 | ||||||||
| Revenue: | |||||||||
| Online Data Services | $ | 182.4 | $ | 161.0 | |||||
| Marketing Services | 42.0 | 36.9 | |||||||
| Decision Services | 57.8 | 49.0 | |||||||
| Total USIS | 282.2 | 247.0 | |||||||
| Developed Markets | 28.0 | 23.2 | |||||||
| Emerging Markets | 55.4 | 44.6 | |||||||
| Total International | 83.4 | 67.8 | |||||||
| Consumer Interactive | 105.0 | 106.1 | |||||||
| Total revenue, gross | $ | 470.6 | $ | 420.9 | |||||
| Intersegment revenue eliminations: | |||||||||
| USIS Online | $ | (14.5 | ) | $ | (14.3 | ) | |||
| International Developed Markets | (1.0 | ) | (0.7 | ) | |||||
| International Emerging Markets | (0.1 | ) | (0.1 | ) | |||||
| Consumer Interactive | — | — | |||||||
| Total intersegment revenue eliminations | (15.6 | ) | (15.2 | ) | |||||
| Total revenue as reported | $ | 455.0 | $ | 405.7 | |||||
| Gross operating income by segment: | |||||||||
| USIS operating income | $ | 72.3 | $ | 30.2 | |||||
| International operating income | 8.9 | 5.1 | |||||||
| Consumer Interactive operating income | 48.0 | 40.5 | |||||||
| Corporate operating loss | (28.1 | ) | (23.8 | ) | |||||
| Total operating income | $ | 101.1 | $ | 51.9 | |||||
| Intersegment operating income eliminations: | |||||||||
| USIS | $ | (14.1 | ) | $ | (13.9 | ) | |||
| International | (0.8 | ) | (0.6 | ) | |||||
| Consumer Interactive | 14.9 | 14.5 | |||||||
| Corporate | — | — | |||||||
| Total eliminations | $ | — | $ | — | |||||
| Reconciliation of operating income to Adjusted Operating Income: | |||||||||
| USIS operating income | $ | 72.3 | $ | 30.2 | |||||
| Stock-based compensation(1) | 4.1 | 2.5 | |||||||
| Mergers and acquisitions, divestitures and business optimization(2) | (0.1 | ) | 0.1 | ||||||
| Technology transformation(3) | — | 10.9 | |||||||
| Amortization of certain intangible assets(4) | 22.7 | 33.3 | |||||||
| Adjusted USIS Operating Income | 99.0 | 77.1 | |||||||
| International operating income | 8.9 | 5.1 | |||||||
| Stock-based compensation(1) | 5.6 | 1.1 | |||||||
| Mergers and acquisitions, divestitures and business optimization(2) | — | 0.2 | |||||||
| Technology transformation(3) | — | 1.1 | |||||||
| Amortization of certain intangible assets(4) | 9.5 | 9.4 | |||||||
| Adjusted International Operating Income | 24.0 | 16.8 | |||||||
| Consumer Interactive operating income | 48.0 | 40.5 | |||||||
| Stock-based compensation(1) | 0.4 | 0.2 | |||||||
| Amortization of certain intangible assets(4) | 1.3 | 1.5 | |||||||
| Adjusted Consumer Interactive Operating Income | 49.7 | 42.2 | |||||||
| Corporate operating loss | (28.1 | ) | (23.8 | ) | |||||
| Stock-based compensation(1) | 3.0 | 1.5 | |||||||
| Mergers and acquisitions, divestitures and business optimization(2) | — | (0.4 | ) | ||||||
| Adjusted Corporate Operating Income | (25.1 | ) | (22.7 | ) | |||||
| Total operating income | 101.0 | 51.9 | |||||||
| Stock-based compensation(1) | 13.1 | 5.3 | |||||||
| Mergers and acquisitions, divestitures and business optimization(2) | (0.1 | ) | (0.1 | ) | |||||
| Technology transformation(3) | — | 12.0 | |||||||
| Amortization of certain intangible assets(4) | 33.5 | 44.2 | |||||||
| Total operating income adjustments | 46.5 | 61.5 | |||||||
| Total Adjusted Operating Income | $ | 147.5 | $ | 113.4 | |||||
| Operating margin(5): | |||||||||
| USIS | 25.6 | % | 12.2 | % | |||||
| International | 10.7 | % | 7.5 | % | |||||
| Consumer Interactive | 45.7 | % | 38.2 | % | |||||
| Total operating margin | 22.2 | % | 12.8 | % | |||||
| Adjusted Operating Margin(5): | |||||||||
| USIS | 35.1 | % | 31.2 | % | |||||
| International | 28.7 | % | 24.8 | % | |||||
| Consumer Interactive | 47.3 | % | 39.8 | % | |||||
| Total Adjusted Operating Margin | 32.4 | % | 27.9 | % | |||||
| As a result of displaying amounts in millions, rounding differences may exist in the table above. | |||||||||
| (1) Consisted of stock-based compensation and cash-settled stock-based compensation. | |||||||||
| (2) For the three months ended March 31, 2017, consisted of the following adjustments to operating income: a $(0.1) million reduction in contingent consideration expense from previous acquisitions (USIS). | |||||||||
| For the three months ended March 31, 2016, consisted of the following adjustments to operating income: a $0.1 million increase in contingent consideration expense from previous acquisitions (USIS); a $0.1 million loss on divestitures of two small business operations (International); and $(0.3) million of business optimization expenses (Corporate). | |||||||||
| (3) Represented costs associated with a project to transform our technology infrastructure. | |||||||||
| (4) Consisted of amortization of intangible assets from our 2012 change in control and amortization intangible assets established in business acquisitions after our 2012 change in control. | |||||||||
| (5) Segment operating margins and Adjusted Operating Margins are calculated using segment gross revenue and operating income. Consolidated operating margin and Adjusted Operating Margin is calculated using as reported revenue and operating income. | |||||||||
| SCHEDULE 6 TRANSUNION AND SUBSIDIARIES Segment Depreciation and Amortization - Unaudited (dollars in millions) | |||||||||
| Three Months Ended March 31, | |||||||||
| 2017 | 2016 | ||||||||
| Depreciation and amortization: | |||||||||
| USIS | $ | 39.3 | $ | 53.9 | |||||
| International | 14.8 | 14.0 | |||||||
| Consumer Interactive | 2.6 | 3.2 | |||||||
| Corporate | 1.3 | 1.3 | |||||||
| Total depreciation and amortization | $ | 58.0 | $ | 72.5 | |||||
| As a result of displaying amounts in millions, rounding differences may exist in the table above. | |||||||||
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