2023
Annual
Report
Letter from our
President & Chief
Executive Officer
D
ear
f
ellow shareholders
,
In 2023, TransUnion showed notable resilienc
y
in another
y
ear
o
f
challenging conditions in man
y
o
f
our markets. Our
g
rowth
throughout the
y
ear demonstrated the strength o
f
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model
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GIV
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2023
-OR-
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission file number 001-37470
TransUnion
(Exact name of registrant as specified in its charter)
Delaware 61-1678417
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
555 West Adams, Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)
312-985-2000
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share TRU New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. È Yes ‘ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ‘ Yes È No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. È Yes ‘ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). È Yes ‘ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
È Large accelerated filer ‘ Accelerated filer
‘ Non-accelerated filer ‘ Smaller reporting company
‘ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. È
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. È
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). È
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ‘ Yes È No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately
$15.1 billion as of June 30, 2023 (based on the closing stock price of such stock as quoted on the New York Stock Exchange).
As of January 31, 2024, there were 194.0 million shares of TransUnion common stock outstanding, par value $0.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of TransUnion for the Annual Meeting of Stockholders to be held May 2, 2024 are incorporated by
reference to the extent specified in Part III of this Form 10-K.
TRANSUNION
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
PART I ............................................................................... 1
ITEM 1. BUSINESS ..................................................................... 1
ITEM 1A. RISK FACTORS ............................................................... 26
ITEM 1B. UNRESOLVED STAFF COMMENTS ............................................. 50
ITEM 1C. CYBERSECURITY ............................................................. 50
ITEM 2. PROPERTIES ................................................................... 51
ITEM 3. LEGAL PROCEEDINGS .......................................................... 52
ITEM 4. MINE SAFETY DISCLOSURES ................................................... 52
INFORMATION ABOUT OUR EXECUTIVE OFFICERS ...................................... 53
PART II .............................................................................. 57
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ........................... 57
ITEM 6. RESERVED .................................................................... 58
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ........................................................... 59
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ........ 94
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .......................... 96
Consolidated Balance Sheets .......................................................... 100
Consolidated Statements of Operations .................................................. 101
Consolidated Statements of Comprehensive Income (Loss) .................................. 102
Consolidated Statements of Cash Flows .................................................. 103
Consolidated Statements of Stockholders’ Equity .......................................... 105
Notes to Consolidated Financial Statements ............................................... 108
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE ............................................................ 153
ITEM 9A. CONTROLS AND PROCEDURES ................................................ 153
ITEM 9B. OTHER INFORMATION ........................................................ 156
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS ....................................................................... 156
PART III ............................................................................. 157
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ............. 157
ITEM 11. EXECUTIVE COMPENSATION .................................................. 157
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS ............................................. 157
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE ..................................................................... 158
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES ................................. 158
PART IV .............................................................................. 159
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ............................ 159
ITEM 16. FORM 10-K SUMMARY ........................................................ 164
Cautionary Notice Regarding Forward-Looking Statements
This Annual Report on Form 10-K, including the exhibits hereto, 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 report that are not statements of historical fact, including statements about our beliefs and
expectations, are forward-looking statements. Forward-looking statements include information concerning
possible or assumed future results of operations, including descriptions of our business plans and strategies.
These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,”
“intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,”
“potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.
Factors that could cause actual results to differ materially from those described in the forward-looking
statements, or that could materially affect our financial results or such forward-looking statements include:
• macroeconomic effects and changes in market conditions, including the impact of inflation, risk of
recession, and industry trends and adverse developments in the debt, consumer credit and financial
services markets, including the impact on the carrying value of our assets in all of the markets where
we operate;
• 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;
• our ability to effectively manage our costs;
• our efforts to execute our transformation plan and achieve the anticipated benefits and savings;
• our ability to remediate existing material weaknesses in internal control over financial reporting and
maintain effective internal control over financial reporting or disclosure controls and procedures;
• 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 acquire businesses, successfully secure financing for our acquisitions, timely consummate
our acquisitions, successfully integrate the operations of our acquisitions, control the costs of
integrating our acquisitions and realize the intended benefits of such acquisitions;
• our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented
intellectual property;
• our ability to defend our intellectual property from infringement claims by third parties;
• geopolitical conditions and other risks associated with our international operations;
• the ability of our outside service providers and key vendors to fulfill their obligations to us;
• further consolidation in our end-customer markets;
• the increased availability of free or inexpensive consumer information;
• losses against which we do not insure;
• our ability to make timely payments of principal and interest on our indebtedness;
• our ability to satisfy covenants in the agreements governing our indebtedness;
• our ability to maintain our liquidity;
• share repurchase plans; and
• our reliance on key management personnel.
There may be other factors, many of which are beyond our control, that may cause our actual results to differ
materially from the forward-looking statements, including factors disclosed under the sections entitled “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this
report. You should evaluate all forward-looking statements made in this report in the context of these risks and
uncertainties.
The forward-looking statements contained in this report speak only as of the date of this report. 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 report.
PART I
Unless the context indicates otherwise, any reference to the “Company,” “we,” “us” and “our” refers to
TransUnion and its direct and indirect subsidiaries.
ITEM 1 BUSINESS
Overview
TransUnion is a leading global information and insights company that makes trust possible between businesses
and consumers, helping people around the world access opportunities that can lead to a higher quality of life.
That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency.
We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information
for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to
link and match our expanding high-quality datasets. We use these enriched data and analytics, combined with our
expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance
with global laws and regulations. Because of our work, organizations can better understand consumers in order to
make more informed decisions, and earn consumer trust through great, personalized experiences, and the
proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident
that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing
customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses
embed our solutions into their process workflows to deliver critical insights and enable effective actions.
Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and
manage their personal financial information, and take precautions against identity theft. We have deep domain
expertise across a number of attractive industries, which we also refer to as verticals, including Financial
Services and Emerging Verticals. Emerging Verticals consists of Technology, Commerce & Communications,
Insurance, Media, Services and Collections, Tenant and Employment, and Public Sector. We have a global
presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India and
Asia Pacific.
Our addressable market includes the global data and analytics market, which continues to grow as companies
around the world increasingly recognize the benefits of data and analytics-based decision making, and as
consumers recognize the important role that their data identities play in their ability to procure goods and
services. There are several underlying trends supporting this market growth, including the proliferation of data,
advances in technology and analytics that enable data to be processed more quickly and efficiently to provide
business insights, and growing demand for these business insights across industries and geographies. Leveraging
our established position as a leading provider of information and insights, we have grown our business by
expanding the breadth and depth of our data, strengthening our analytics capabilities, expanding into
complementary adjacent and vertical markets, deepening our solution suite in fraud mitigation and marketing,
building out our geographic portfolio, investing in technology infrastructure, and enhancing our global operating
model. As a result, we believe we are well positioned to expand our share within the markets we currently serve
and capitalize on the larger data and analytics opportunity.
Our solutions are based on a foundation of data assets across financial, credit, alternative credit, identity, phone
activity, digital device information, marketing, bankruptcy, lien, judgment, insurance claims, automotive and
other relevant information obtained from thousands of sources including financial institutions, private databases
and public records repositories. We refine, standardize and enhance this data using sophisticated algorithms to
create proprietary databases. Our acquisition of Neustar, Inc. (“Neustar”) has further enhanced our ability to
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deliver real-time, persistent identity resolution of disparate data fragments and attributes in a privacy compliant
manner. Our technology infrastructure allows us to efficiently integrate our data with our analytics to build and
deliver innovative solutions to our customers. Our deep analytics resources, including our people and tools
driving predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enable us to
provide businesses and consumers with better insights.
We leverage our differentiated capabilities in order to serve a global customer base across multiple geographies
and industry verticals. We offer our solutions to business customers in Financial Services, Insurance and other
industries, and our customer base includes many of the largest companies in the industries we serve. We sell our
solutions to leading consumer lending banks, credit card issuers, alternative lenders, online-only lenders
(“FinTechs”), Point of Sale (“POS”)/Buy Now Pay Later (“BNPL”) lenders, auto lenders, auto insurance carriers,
cable and telecom operators, retailers, media companies, and federal, state and local government agencies. We
have been successful in leveraging our brand, our expertise and our solutions and have a leading presence in
several high-growth international markets. Millions of consumers across the globe also use our data to help
manage their personal finances and take precautions against identity theft.
We believe we have an attractive business model that has recurring and diversified revenue streams, low capital
requirements, significant operating leverage and strong and stable cash flows. The proprietary and embedded
nature of our solutions and the integral role that we play in our customers’ decision-making processes have
historically translated into high customer retention and revenue visibility. We continue to deliver organic growth
by increasing our sales to existing customers, developing new solutions and gaining new customers. We have a
diversified portfolio of businesses across our segments, reducing our exposure to cyclical trends in any particular
industry vertical or geography. We operate primarily on contributory data models in which we typically obtain
updated information at little or no cost.
Our Evolution
We are dedicated to building upon our foundation as a global information and insights company that makes trust
possible, so people around the world can access the opportunities that can lead to a higher quality of life. We
have been in business for over 50 years and have established a long track record of providing innovative
solutions to businesses and consumers. Since our founding as a provider of regional credit reporting services, we
have built a comprehensive, valuable, and unique database of United States (“U.S.”) consumer information to
build products that span many industry verticals. We have also strengthened our data, analytics and technology
delivery capabilities and acquired complementary businesses enabling us to enhance our solutions. Leveraging
our foundational strength in credit risk oriented products, we have also expanded our solution sets into
complementary competencies such as fraud mitigation and marketing.
Globally, we continue to grow our presence, building and acquiring credit reporting agencies in new geographies,
establishing strong international footholds to expand into other emerging markets, and expanding the verticals
served and solutions offered in local markets. We have also expanded the reach of our consumer solutions both
directly and by partnering with other market leaders and innovators.
As part of our continued evolution, we have invested in a number of strategic initiatives that we believe will
allow us to better serve our customers. These initiatives include:
• Growing our Data: We continue to invest in the breadth and depth of our data. We introduced the
concept of trended data to provide the trajectory of a consumer’s risk profile, used public records data
to enhance the scope of business issues we can address, incorporated alternative data into our databases
to allow for a more comprehensive risk assessment of banked and unbanked consumers, and have
increased our breadth and depth of offline and online data to resolve consumer identities. We continue
to improve the quality of our data, provide deeper insights and create differentiated solutions for our
customers.
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• Expanding into New Verticals and Geographic Markets: We have established and grown our
presence in diversified verticals which consists of Technology, Commerce & Communications,
Insurance, Media, Services and Collections, Tenant and Employment, and Public Sector. We have also
expanded the reach of our consumer offerings by partnering with traditional and emerging providers, as
well as adding identity protection and breach remediation offerings. We have also diversified
geographically by establishing a presence in attractive high-growth markets such as the Philippines and
India, as well as investing in strategically important markets such as the United Kingdom (“U.K.”) and
Canada.
• Broadening our Solution Sets: From our foundation in the credit risk space, we have expanded into
adjacent solution areas that can leverage our datasets and competencies, most notably fraud mitigation
and marketing, which can be sold across verticals.
• Strengthening our Analytics Capabilities: We have strengthened our analytics capabilities by
leveraging modern technology and differentiated data assets, strategic acquisitions, utilizing more
advanced tools and growing our analytics team. This has allowed us to create solutions that produce
greater insights and more predictive results, which help our customers make better decisions. Our
strengthened analytics capabilities have also shortened our time-to-market to create and deliver these
solutions to our customers.
• Investing in our Technology: Technology is at the core of the solutions we provide to our customers.
We continue to make significant investments to evolve our technology infrastructure by leveraging
both internal and external resources. Our technology investments will fundamentally transform our
technology infrastructure by implementing a global cloud-based approach to streamline product
development, increase the efficiency of ongoing operations and maintenance, and enable a continuous
improvement approach. We also leverage the latest data and analytics technologies, enabling us to be
quicker and increase our operational efficiency. Our significant ongoing investments allow us to
organize and handle high volumes of disparate data, improve delivery speeds, provide better
availability, strengthen product development capabilities and continuously enhance our information
security measures. Neustar bolsters our identity resolution capabilities through its OneID platform. Our
technology also allows us to build and leverage capabilities across multiple geographies and industry
verticals.
• Enhancing our Global Operating Model: We continue to enhance our business processes and
capabilities to support our growth. We have structured our Global Solutions organization around key
capabilities such as credit, fraud, marketing, analytics, decisioning, and others, and staffed the teams
with experienced leaders to develop and diffuse configurable platform solutions across our geographies
and vertical markets. Our Global Operations organization has centralized previously disparate
functions, focusing on high-volume, repeatable activities that deliver consistent and predictable
outcomes at speed. Our Global Technology organization has invested to further streamline our
application ecosystem and optimize to more modern and services-oriented architecture. To address our
customers’ needs, we have hired additional industry experts, which has allowed us to create and sell
new vertical-specific solutions. Our global sales force structure includes dedicated teams for our largest
customers, shared sales teams for our mid-sized customers, and call center support teams for our
smaller customers, which increases our sales teams’ effectiveness across our target markets.
As part of our Global Operating Model, we established our award-winning Global Capability Centers
(“GCCs”) in 2018 to centralize, standardize and automate work in locations with deep talent pools, which
currently include India, South Africa and Costa Rica. Since 2018, our GCC network has grown to more
than 4,000 employees, or about one-third of our workforce, who support a wide range of functions. In
November 2023, we announced the next step in our ongoing, multi-year transformation effort to optimize
our operating model and further capitalize on the success of our GCCs. This next step includes
transitioning additional job responsibilities to our GCCs over the next two years, which we expect will
improve productivity, reduce costs, fund growth and further optimize our operating model.
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We believe that our ongoing focus on evolving with the market and with our customers’ needs ensures continued
improvement in our overall services to businesses and consumers. Leveraging our trusted brand, global scale and
strong market position in the verticals we serve will allow us to capitalize on business opportunities worldwide
and contribute to our long-term growth.
Our Market Opportunity
We believe we are well-positioned to capitalize on the long-term trend of businesses and consumers using data
and analytics to make more informed decisions and manage risk more effectively. As worldwide spending on
data and analytics increases, we believe there are several key trends in the global macroeconomic environment
affecting the geographies and industry verticals we serve that will create increasing demand for our solutions:
• Rapid Growth in Data Creation and Application: Larger and more diversified datasets are now
assembled faster while the breadth of analytical applications and solutions has expanded. Companies
are increasingly relying on business analytics and data technologies to help process this data in a cost-
efficient manner. Non-traditional sources of data have become important in deriving alternative
metrics.
• Proliferation of Digital Commerce: Increases in online purchasing activity are creating new challenges
and opportunities for businesses and consumers. Businesses are looking for solutions to improve
targeting precision and identity verification in these digital environments, in order to enable better
consumer experiences. We believe there is ample demand for data and insights to help businesses make
better decisions, leveraging digital identity information and advanced analytics. Additionally,
consumers are seeking more frictionless digital experiences, while also gaining a heightened awareness
of and concern about the risks of identity theft.
• Advances in Technology and Analytics Unlocking the Value of Data: Ongoing advances in data
collection, storage and analytics technology have contributed to the greater use and value of data and
analytics in decision making. As businesses have gained the ability to rapidly aggregate and analyze
data, they increasingly expect access to real-time data and analytics from their information providers as
well as solutions that fully integrate into their workflows. We believe this has made sophisticated
technology critical for gaining and retaining business in the risk and information services industry.
• Greater Adoption of Data Solutions Across New and Existing Industry Verticals: With the
proliferation of data, we believe companies across new and existing industry verticals recognize the
value of risk information and analytical tools, particularly when tailored to their specific needs.
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Financial Services Industry: There is strong competition in the financial services space, with
traditional financial services companies and consumer lenders competing against an increasing
number of new FinTechs and POS/BNPL lenders. FinTechs and POS/BNPL lenders provide
access to credit in a fast and efficient manner by utilizing sophisticated risk assessment tools that
leverage data, such as behavioral data, transactional data and employment and credit information.
Traditional lenders are also increasing their use of these new applications and data in order to
grow their businesses while addressing regulatory requirements, lowering operating costs and
better serving their customers.
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Insurance Industry: As consumers increasingly obtain quotes from multiple insurers in an effort
to lower their costs, insurers are trying to improve the accuracy of their risk assessments and
initial quotes. For example, insurance carriers are using driver violation data to uncover offenses
that will impact pricing earlier in the quoting process so consumers have a more accurate view of
the premiums they will be charged.
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Other Emerging Verticals: We offer solutions in a diversified portfolio of other emerging
verticals, which includes Technology, Commerce & Communications, Insurance, Media, Services
and Collections, Tenant and Employment, and Public Sector. In the Technology, Commerce &
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Communications vertical we offer data-driven solutions that address the entire customer lifecycle.
Within the Media vertical, our highly accurate consumer data helps companies improve their
marketing investments, providing identity and audience solutions to reach the right consumers
across digital channels. In Services and Collections, our solutions improve third party collectors’
bottom line and help provide a quality customer experience by delivering actionable consumer
insights and services. Our Tenant and Employment business provides data and insights to make
informed investment, hiring, and rental decisions. Our suite of solutions in the Public Sector gives
government agencies the superior data assets, analytics and security they need to manage
compliance and boost services for the constituents they serve.
• Increasing Lending Activity in Emerging International Markets: As economies in emerging markets
continue to develop and mature, we believe there will continue to be favorable socio-economic trends,
such as an increase in the size of the middle class and a significant increase in the use of financial
services by under-served and under-banked consumers. In addition, credit penetration, as measured by
the proportion of credit active adults, is relatively low in emerging markets, such as India. Furthermore,
the widespread adoption and use of mobile phones in emerging markets have enabled greater levels of
financial inclusion and access to banking and credit. We expect the populations in emerging markets to
continue to become more credit active, resulting in increased demand for our services.
• Increased Management and Monitoring of Personal Financial Information and Identity Protection
by Consumers: We expect demand for consumer solutions to rise with the increasing availability of
free credit information and greater consumer awareness of the importance of understanding and
monitoring their credit information and protecting their identity. The proliferation of mobile devices
has also made data much more accessible, enabling consumers to manage their finances and monitor
their information in real-time. We believe these trends will continue to drive growth for our consumer
business.
Our Competitive Strengths
Comprehensive and Unique Datasets
Our long operating history and thought leadership in the industry have allowed us to build comprehensive and
unique data assets that would be difficult for a new market entrant to replicate. Our solutions are based on a
foundation of financial, credit, alternative credit, fraud, marketing, identity, bankruptcy, lien, judgment,
automotive and other relevant information obtained from thousands of sources including financial institutions,
private databases, public records repositories and other alternative data sources. We refine, standardize and
enhance this data using sophisticated algorithms to create proprietary databases. We are constantly updating our
data to keep it current, and we continue to identify opportunities to acquire additional data. We believe that our
data is unique and differentiates us from our competitors. We own several proprietary datasets such as consumer
credit information, driver violation history, phone activity, digital device identifiers, business data and rental
payment history. Our global data assets encompass alternative data, such as the voter registry in India, a vehicle
information database in South Africa and a mobile device database. We believe we are the largest provider of
scale in the United States to possess both nationwide consumer credit data and comprehensive, diverse public
records data, which allows us to better predict behaviors, assess risk and address a broader set of business issues
for our customers.
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Innovative and Differentiated Solutions
We consistently focus on innovation to develop new and enhanced solutions that meet the evolving needs of our
customers. We believe our specialized data, analytics and solution service, our collaborative approach with our
customers and our ability to serve the needs of different buyers across nearly all industries differentiates us from
our competitors. Our solutions are often scalable across different customers, geographies and verticals. Several
examples of our innovative and differentiated solutions include:
• CreditVision: We continue to enhance our credit data by including new data fields, enriching values in
existing data fields and expanding account history. Our enhanced credit data has been combined with
hundreds of algorithms to produce CreditVision and CreditVision Link, the market-leading trended
data and alternative data solutions that provide greater granularity and evaluate consumer behavior
patterns over time. This results in a more predictive view of the consumer, increases the total
population of consumers who can effectively be scored, and helps consumers gain improved pricing.
We continue to focus on driving CreditVision penetration globally, with particular opportunity for
growth internationally.
• Point-of-Sale / Buy Now Pay Later: TransUnion remains at the forefront of the BNPL credit reporting
industry. Beginning in 2022 and continuing through 2023, the cross-functional, global solutions-led
BNPL team delivered online reporting capabilities coupled with solutions through data and insights
that support the BNPL demand. Solutions development is now complete, and our teams are poised to
complete the remaining operational efforts once the furnished data are received. We continue to partner
closely with key BNPL market leaders and regulators on next steps.
• Marketing: Our Marketing Solutions offer advanced depth, breadth and sophistication of the marketing
identity graph, leveraging new digital identity signals, such as in-home connected devices, and new
matching models/algorithms that deepen the configurability of matched outcomes, and expanding
always-on points of distribution to connect to more technology and media end-points. We have
continued the expansion of audience creation tools and data availability, including an expanded set of
available attributes and tools available to marketers for the rapid development and deployment of
highly targeted audience segments. In late 2022, we launched TruAudience Data Collaboration, which
combines Neustar’s and TransUnion’s identity resolution, machine learning, and privacy-enhancing
technology capabilities into a single platform. In 2023, we released Native Identity in Snowflake,
establishing the foundation for cloud native product expansion. We also launched TruAudience Identity
integration with AWS Entity Resolution, which will bring advanced identity resolution capabilities to
AWS customers.
• TruValidate: Our TruValidate solutions secure trust across channels and deliver friction-right
experiences that empower businesses and consumers to safely and seamlessly transact in a digital
world. TruValidate provides an enhanced suite of identity management, authentication, and fraud
analytics solutions that protect businesses from fraud, increase acquisition rates and consumer loyalty,
and optimize business operations. We continue to invest in innovative identity and fraud device
proofing and authentication services and to expand our comprehensive consumer identity graph to
translate the connections between personal and digital data into consumer trust decisions across their
omni-channel journey. Further, Neustar has expanded our capabilities in the fraud space and enhances
our ability to provide superior consumer identity insights and make trust possible between businesses
and consumers. For instance, our partnership with Neuro-ID for Behavioral Analytics, which will be
offered as part of a Digital Insights Solutions package that includes Device Risk and Neustar’s Digital
Identity Risk, will help reduce friction and eliminate false positives and negatives.
• TLOxp: TLOxp leverages proprietary data linking and matching capabilities across thousands of data
sources to identify and provide insights on relationships among specific people, assets, locations, and
businesses. This allows us to offer enhanced due diligence, investigation, risk management, threat
assessment, identity authentication, and fraud prevention and detection solutions. Our ongoing
investment in data, analytics, and innovation allows us to continue to help our customers improve
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critical aspects of their business and to expand our value proposition to serve additional use cases and
verticals such as government, law enforcement, insurance and healthcare.
• TruEmpower Dashboard (“TED”) (formerly known as CreditView Dashboard): TED is an interactive,
customer-branded dashboard that empowers consumers to take control of their credit and financial
health by providing them with credit information and insights, identity protection information and
interactive educational tools in a comprehensive, user-friendly format. Consumers are able to easily
view their credit profiles, see how they have changed over time, receive alerts on key credit and
identity information changes, set goals for reaching a desired score and simulate the impact of financial
decisions on those goals, understand recommended actions to attain a desired score, and receive
relevant offers for financial products.
• TruIQ: TruIQ Solutions are a suite of data science technologies and consulting services that empower
businesses with the ability to create intelligent, custom-made models and data analysis to drive better
decisions and strategies. We launched two new TruIQ solutions in 2023: TruIQ Analytics Studio,
which provides self-service access to TransUnion’s depersonalized archive credit data for portfolio
valuation and risk management; and TruIQ Data Enrichment, which includes a proprietary linking
application to connect businesses first- and third-party data with TransUnion credit data. As a result,
customers can execute highly targeted marketing campaigns or conduct cost-benefit analyses when
entering a new segment, without creating the risk of sensitive data leaving their private environments,
relying on third-party data processors or manually linking and matching data.
• Trusted Call Solutions (“TCS”): TCS is a Neustar solution that helps enterprises and communications
providers reduce robocalling and spoofing, promote their brand, and improve call answer rates.
Solutions include caller name optimization, robocall mitigation, certified caller, and branded call
display. TCS has continued to deliver outsized growth since the acquisition. In 2023, we launched two
key Trusted Call Solutions products: Rich Call Data and Spoof Call Protection. Rich Call Data is an
extension of Branded Call Display that displays a company’s logo and call reason. Spoof Call
Protection is call-blocking designed primarily for banks.
• IdentityForce: IdentityForce is a solution from our acquisition of Sontiq, Inc. (“Sontiq”) that provides
identity protection services to consumers, including credit report monitoring, dark web monitoring,
identity restoration services, and stolen fund disbursement, all in a flexible and user-friendly interface.
Additional premium services include credit score simulators, bank monitoring, and reputation
monitoring, among other features.
Technology Infrastructure
We continue to evolve our infrastructure and our capabilities to efficiently meet the needs of our business and
consumer customers, and have expanded and evolved our enterprise approach to technology as we have made
strides in shifting our infrastructure to a hybrid, multi-cloud environment. Our technology infrastructure allows
us to continually improve our overall services to global businesses and consumers, while also increasing
throughput, improving data matching, creating efficiencies, enhancing information security, and lowering
operating costs. Our technology gives us the ability to process, organize and analyze high volumes of data across
multiple operating systems, databases and file types as well as to deal with both structured and unstructured data
that changes frequently. We process billions of transactions on a daily basis. Because our data matching
technology is able to interrelate data across disparate sources, industries and time periods, we believe that we are
able to create differentiated datasets and provide our customers with comprehensive insights that allow them to
better evaluate risk.
Hybrid Public-Private Cloud Infrastructure
At the beginning of 2020, we announced Project Rise, a multi-phase initiative to fundamentally transform our
technology infrastructure by implementing a global cloud-based approach. Once completed, we believe this
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cloud-based foundation will provide us with a secure, efficient and reliable infrastructure that we will leverage
across all of TransUnion. In December 2021, the Company acquired Neustar and recognized the opportunity to
take advantage of Neustar’s capabilities to enhance and complement the Company’s cloud-based technology
already under development as part of Project Rise by leveraging Neustar’s established cloud competence. In
August 2023, we hit a major milestone in Brazil, when our first cloud-native bureau went live.
Unlocking Value with OneTru
In November 2023, we announced the next step in our technology modernization to further leverage Neustar’s
technology to standardize and streamline our product delivery platforms onto a single solutions enablement
platform, OneTru, and one infrastructure operating system. Using the foundations of Neustar’s OneID platform,
and cloud infrastructure from both Neustar and Project Rise, this new target-state architecture will consolidate
disparate platforms acquired through past business acquisitions to unlock additional value from these assets. We
will also reduce the number of applications that were built over the last decade of expansion and acquisitions,
allowing for an enhanced security posture to meet all of our regulatory demands. By creating a single
infrastructure operating system across on-premise private cloud and public cloud providers, we are creating a
single control plane that will allow us to optimize our data center posture. This will allow us to drive operational
efficiency through services rationalization to provide a consistent and standardized set of global services and
capabilities across our technology landscape, creating capacity for product innovation.
OneTru, our solutions enablement platform, will allow us to efficiently activate our assets in a single,
multilayered ecosystem. OneTru helps TransUnion create a unified approach that makes rapid innovation
possible by enabling three key outcomes:
• Concentration of our expertise, allowing us to accelerate product development and deployment;
• Improvement of scale and reusability by better utilizing our configurable computing power and
eliminating data exchange across platforms; and
• Increased efficiencies and reduction of total cost by bringing together disparate data and product
platforms.
It also allows us to deliver a more accurate picture of consumers faster than ever before. That means more
accurate identity resolution, complete and contextualized insights, and compliant use of data, all delivered
through our portfolio of business and consumer products via a single implementation.
OneTru will become the platform for all of the technological steps required to transform raw data into insights
and solutions for customers, from data ingestion, data management, and identity resolution to analytics and
delivery, across all global TransUnion product families.
Deep and Specialized Industry Expertise
We have deep expertise in a number of attractive industry verticals including Financial Services, Insurance and
other verticals. Our expertise has allowed us to develop sophisticated solutions that play an integral role in our
customers’ decision-making processes and are often embedded into their workflows. Our team includes industry
experts with significant experience in the verticals that we target and relationships with leading companies in
those verticals. We also have regulatory compliance expertise across the industries that we serve. Together, this
expertise provides us with a comprehensive understanding of business trends and insights for customers in these
verticals, allowing us to build solutions that cater to these customers’ specific requirements. We have been able
to apply our industry knowledge, data assets, technology and analytics capabilities to develop new solutions and
revenue opportunities within key verticals. For example, in Financial Services, our differentiated position
allowed us to anticipate the increased demand from alternative consumer lending providers, including the
prevalence of POS/BNPL lending, to create solutions that cater to these emerging providers. In Insurance, we
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partnered with a vehicle history data provider to launch a vehicle history score that helps insurance carriers
further segment risk based on the attributes of a specific automobile. In Marketing, we recognized that we
already had the foundational datasets we needed to compete in audience segmentation and identity resolution,
made strategic bolt-on acquisitions, and acquired Neustar to broaden our customer base and deepen our solution
capabilities.
Leading Presence in Attractive International Markets
We have been operating internationally for over 30 years and have strong global brand recognition. We have
strategically targeted attractive international markets in both developed and emerging economies and have a
diversified global presence, including a strong presence in Canada, Latin America, the U.K., Africa, India, and
Asia Pacific. Local senior management in our International markets provide us with deep insights into these
markets and strong relationships with our customers. We have leveraged our brand, operating history, global
footprint and technology infrastructure to establish new credit bureaus in several international markets, such as
Canada in 1989, India in 2001 and the Philippines in 2011. Once we establish a foothold in a region, our model is
to expand the services we offer within these markets and then move into adjacent emerging markets. For
example, we have used our operations in Hong Kong to expand into other Asia Pacific countries and provide
analytic scoring models in the Philippines, Singapore, Malaysia and Thailand. We have used our operations in
South Africa to expand into neighboring African countries. We have also entered new markets through strategic
acquisitions, including Brazil in 2011, Colombia in 2016, and the U.K. in 2018.
Proven and Experienced Management Team
Our senior management team has a proven track record of strong performance and significant expertise in the
markets we serve, with decades of industry experience. We continue to attract and retain experienced
management talent for our businesses. Our team has deep knowledge of the data and analytics sector and
expertise across the various industries that we serve. Our team has overseen our expansion into new industries
and geographies, while managing ongoing strategic initiatives including our significant technology investments.
As a result of the sustained focus of our management team, we have been successful in consistently driving
growth, both organically and through acquiring and integrating businesses.
Our Growth Strategy
Enhance Underlying Data, Technology and Analytics Capabilities to Develop Innovative Solutions
As the demand for data and analytics solutions grows across industries and geographies, we will continue to
expand the scope of our underlying data, improve our tools and technology and enhance our analytics and
technology solutions capabilities to provide innovative solutions that address this demand. With our insights and
information, our customers can explore connections between people, businesses, assets and locations; identify
assets, uncover inconsistencies and identify misrepresentations; and uncover evidence of financial distress.
With the unification of systems into OneTru and our solutions enablement platform, we will be able to help our
customers meet their challenges more quickly and efficiently. We are also continuing to explore the use of
machine learning, artificial intelligence and deep learning in our data and analytics strategies.
Our continuous technology investments have also reduced the time to market for new solutions, which allows us
to react quickly to customer requirements. In addition, these investments have improved and, we believe, will
continue to improve efficiency, reliability, security and performance. One of our innovative, quickly enabled
customer solutions is TruIQ Data Enrichment (“TDE”), which enables customers to securely leverage
TransUnion’s dataset matching and identity linking technology in their own data infrastructure. TDE enables
customers to compliantly link their sensitive first-party data to TransUnion’s depersonalized consumer credit
data and any additional third-party data to support contracted analytics use cases. This can all be done without
requiring the customer’s data to leave their environment, increasing speed to actionable insights.
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Further Penetrate Existing Industry Verticals with Current and New Solutions
We are a leading provider of risk and information solutions in several industry verticals today, including
Financial Services and Insurance. We believe there is significant opportunity for further growth within these
industries by expanding the number of customers to whom we sell our current solutions as well as by creating
innovative new solutions that we can use to grow our presence in these industries. We focus on developing new
solutions that address evolving customer needs within our industry verticals. In order to more effectively address
these opportunities, we have redeployed and reallocated our sales resources to focus either on new customer
opportunities or on selling additional services and solutions to existing customers. With our leading market
positions, existing strong relationships in the Financial Services and Insurance verticals, and with our consumer
partners, we believe we have the opportunity to further penetrate our existing customer base and capture a strong
proportion of their spending across the consumer lifecycle.
Extend Into New, Adjacent Industry Verticals
In addition to increasing penetration in industries where we have a substantial presence, we continue to extend
our solutions to address customer needs across a variety of attractive industries. We believe that our capabilities
allow us to quickly create and deliver solutions across industries and geographies, thereby driving scalable
growth based upon our foundational information and analytics. We continue to target other verticals including
Technology, Commerce & Communications, Media & Entertainment, Services & Collections, and Public Sector,
where we see opportunities to leverage our existing capabilities, including those acquired and expanded through
our recent acquisitions, as discussed below.
Extend Further Into Fraud and Marketing Solutions
From our heritage in the credit risk space, we have expanded into adjacent solution areas that can leverage our
datasets and competencies, most notably Fraud and Marketing. These solutions have broad applicability across
the customers that we serve, including in key verticals such as Financial Services, Insurance, Retail and
eCommerce, Media, and Public Sector. We have broadened these capabilities through acquisitions, most notably
iovation, Inc. (“iovation”) in 2018 and three subsequent acquisitions in 2019 and 2020, to build out our Media
vertical. In addition, our late 2021 acquisition of Neustar adds scale and broadens the scope of our Fraud and
Marketing solutions, which are sold across verticals.
Expand our Presence in Attractive International Markets
We believe international markets present a significant opportunity for growth. We have significant scale in some
of the world’s fastest growing markets, such as India and Latin America, which positions us to take advantage of
the favorable dynamics in these regions as their populations become more credit active. We leverage solutions
developed in the U.S. and in our regions and deploy them to international markets, after localizing them to
individual market requirements. For example, after launching CreditVision in the U.S., we have expanded our
offerings with similar solutions globally. In markets where we have established a presence, we will expand
further into adjacent verticals, such as Insurance and Consumer Solutions, as well as complementary solutions,
such as marketing and fraud. We intend to continue to expand into new geographic markets by forming alliances
with financial services institutions, industry associations and other local partners, and by pursuing strategic
acquisitions. Across all our international expansion initiatives, we will continue to leverage our technology
infrastructure to drive speed to market, scale and differentiation.
Broaden Our Reach in Consumer Market through Direct and Indirect Channels
Our consumer business focuses on helping consumers shape their financial future and protect their identity,
delivering innovative solutions to consumers both directly and indirectly through a collaborative partnership
model that has expanded the market for these services, along with greater consumer awareness of the value of
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their credit information and increased risk of identity theft. With our acquisition of Sontiq, we added to our
foundational credit monitoring solutions with a comprehensive set of identity protection offerings. Across both
channels, our focus is on delivering value-added solutions and features while continuing to improve the
consumer experience with more user-friendly interfaces and better customer service and educational tools.
Within our indirect channel, we will continue to leverage and enhance our flexible technology platform to expand
our relationship with existing partners as well as develop relationships with new partners and enter new verticals.
We believe that partnerships not only enable us to grow our own business, but also expand the overall market and
provide us access to new consumer segments. We will also continue to leverage our approach in the U.S.
consumer market to further expand our consumer operations globally.
Integrate Strategic Acquisitions
While we will continue to evaluate strategic acquisitions that would allow us to accelerate growth within our
existing businesses and diversify into new businesses, we have shifted our focus to completing the full
integration of our acquisitions from previous years and reducing our debt. In recent years, we have broadened our
geographic footprint, increased the breadth and depth of our datasets, enhanced our services, deepened our
industry expertise in our key verticals and expanded our presence in our international markets through strategic
acquisitions.
On April 8, 2022, we completed the acquisition of Verisk Financial Services (“VF”), the financial services
business unit of Verisk Analytics, Inc. (“Verisk”). We have retained the leading core businesses of Argus
Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”) and have disposed
of the remaining non-core businesses. Argus is relied upon by leading financial institutions, payments providers,
and retailers worldwide for competitive studies, predictive analytics, models and advisory services to provide a
clear perspective on where their business stands today and to best position them for success in the future. We
leverage the data provider consortium and proprietary and differentiated benchmarking datasets of these entities
to provide more enhanced and holistic solution capabilities to our customers to make better and faster decisions
that will help them more fully understand consumer behavior, increase financial inclusion, acquire new accounts,
and improve fraud prevention, risk management and other solutions.
On December 1, 2021, we completed two of the largest investments in our history with the acquisitions of
Neustar and Sontiq. Neustar, a premier identity resolution company with leading solutions in Marketing, Risk
and Communications, enables customers to build connected consumer experiences by combining decision
analytics with real-time identity resolution services driven by its OneID platform. The acquisition of Neustar
provided immediate scale to our identity resolution services through Neustar’s large, well-established customer
base and we believe that Neustar will help accelerate the future growth of our identity-based solutions and
expand our powerful digital identity capabilities through the addition of Neustar’s distinctive data and analytics,
enabling consumers and businesses to transact online with greater confidence.
Sontiq provides solutions including identity monitoring, restoration, and response products and services to
empower consumers and businesses to help proactively protect against identity theft and cyber threats. The
acquisition of Sontiq enables access to an attractive new base of customers and consumers through a recurring
subscription-based revenue model and also complements and expands our Consumer Interactive solutions
portfolio by providing valuable identity protection services for consumers. Sontiq’s identity security monitoring
products incorporate our credit data, are highly complementary to our capabilities and are expected to
significantly increase our opportunities for growth.
In our Media vertical, our 2020 acquisitions of Tru Optik Data Corp. and Signal Digital, Inc., and our 2019
acquisition of TruSignal, Inc., provide us with an industry-leading position within a clearly defined part of the
Media industry. These acquisitions allow us to deliver more real-time targeted data across online streaming
services to improve our customers’ digital marketing campaigns. Together with TransUnion’s complementary
capabilities, we believe these acquisitions allow us to enhance the customer base with higher accuracy and
transparency that is missing in current identity and audience development products in the digital marketing space.
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We enhanced our fraud and identity management service offerings when we acquired iovation in June 2018, one
of the most advanced providers of device-based information in the world. We launched IDVision with iovation,
which combines our extensive personal data with iovation’s digital data to offer an enhanced suite of identity
management, authentication and fraud prevention solutions that protect businesses from fraud while improving
the online user experience. This results in a global network of fraud and risk insights that help businesses to
quickly and accurately determine authentic customers from fraudulent ones.
In June 2018, we entered the world’s second largest credit market in the U.K. Our U.K. business provides data,
analytics and technology solutions to help businesses and consumers make informed decisions across a diverse
group of industries. With a strong record of growth and innovation in both core credit and emerging solutions we
have achieved strong market success.
We have also made a number of minority investments in businesses, which typically include strategic partnership
arrangements that allow us to develop, expand, and deepen relationships with innovative companies with
promising technologies and capabilities. We have a strong track record of integrating our acquisitions and driving
long-term value creation, and we will continue to maintain a disciplined approach to pursuing acquisitions.
Segment Overview
We manage our business and report our financial results in three reportable segments: U.S. Markets, International
and Consumer Interactive. We also report expenses for Corporate, which provides shared services and conducts
enterprise functions. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” Part II, Item 8 “Financial Statements and Supplementary Data—Notes to Consolidated
Financial Statements,” and Note 21, “Reportable Segments,” for further information about our reportable
segments.
U.S. Markets
Our U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses. These
businesses use our services to engage and acquire customers, assess consumer ability to pay for services, identify
cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and
mitigate fraud risk.
We deliver our solutions across multiple industry vertical markets and report disaggregated revenue as follows:
Financial Services: The Financial Services vertical is comprised of our consumer lending, mortgage, auto and
cards and payments lines of business. Our financial services customers consist of most banks, credit unions,
finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States.
We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond
traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. Our
solutions span every aspect of the lending lifecycle, including customer acquisition and engagement, fraud and
ID management, retention and recovery. Our core products include credit reporting, credit marketing, analytics
and consulting, identity verification, fraud prevention, outbound calling and contact center solutions, people-
based marketing solutions, and authentication and debt recovery solutions.
Emerging Verticals: Emerging Verticals include Technology, Commerce & Communications, Insurance, Media,
Services and Collections, Tenant and Employment, and Public Sector. Our solutions in these verticals are also
data-driven and address the entire customer lifecycle. Core products include: outbound calling and contact center
solutions, onboarding and transaction processing solutions, scoring and analytic solutions, people-based
marketing solutions, fraud and identity management solutions, public record solutions, and customer retention
solutions.
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Within U.S. Markets, we leverage our comprehensive data assets, data matching expertise and predictive
analytics to develop solutions:
• Comprehensive Data Assets: Our credit database contains the name and address of substantially all of
the U.S. credit-active population, a listing of their existing credit relationships and their timeliness in
repaying debt obligations. The information in our database is voluntarily provided by thousands of
credit-granting institutions and other data furnishers. We also enhance our data assets with alternative
credit sources and actively seek information from courts, government agencies and other public records
including suits, liens, judgments, bankruptcies, professional licenses, real property, vehicle ownership,
other assets, driver violations, and contact information from certain databases. We continue to look for
opportunities to gain access to new datasets to further enhance our proprietary datasets, including
device-based information and phone activity data. Our databases are updated, reviewed and monitored
on a regular basis.
• Predictive Analytics: Our predictive analytics capabilities allow us to analyze our proprietary datasets
and provide insights to our customers to allow them to drive better business decisions. Our tools allow
customers to investigate past behavior, reasonably predict the likelihood of future events and strategize
actions based on those predictions. We have numerous tools such as predictive modeling and scoring,
customer segmentation, marketing analytics, benchmarking, forecasting, fraud modeling and campaign
optimization, all of which cater to specific customer requirements. Our predictive analytics capabilities
are developed by analytics teams with deep industry experience and a broad array of specialized
qualifications.
International
The International segment provides services similar to our U.S. Markets segment to businesses in select regions
outside the United States. Depending on the maturity of the credit economy in each country, services may include
credit reports, analytics and technology solutions services and other value-added risk management services. We
also have insurance, business and automotive databases in select geographies. These services are offered to
customers in a number of industries including financial services, retail credit, insurance, automotive, collections,
public sector and communications, and are delivered through both direct and indirect channels. The International
segment also provides consumer solutions similar to those offered by our Consumer Interactive segment to help
consumers proactively manage their personal finances and take precautions against identity theft. We report
disaggregated revenue of our International segment for the following regions:
Canada: We have operated in Canada since 1989 and are one of only two nationwide consumer reporting
agencies in the Canadian market. We operate across multiple verticals in Canada with leading positions in
insurance and automotive with a strong and growing presence in financial services. Our Canadian customer base
encompasses some of the largest companies in their verticals, including many of the top banks, credit card
issuers, insurance companies and auto manufacturer lenders.
Latin America: We have been active in Latin America since 1985 when we entered the Puerto Rican market, and
now operate in numerous Central and South American countries, including a strong presence in two major
markets—Colombia and Brazil. We also have significant credit bureau businesses in the Dominican Republic
and Chile, and a 25.69% ownership interest in Trans Union de México, S.A., the primary credit reporting agency
in Mexico. In Guatemala, we maintain a centralized database that services Guatemala, Nicaragua and Costa Rica.
U.K.: In June 2018, we entered the world’s second largest credit market, the U.K., when we acquired Callcredit,
the second largest consumer credit bureau in the U.K. Our U.K. business provides data, analytics and technology
solutions to help businesses and consumers make informed decisions across a diverse group of industries, and
serves a broad set of customers including leading financial institutions and customers in other attractive, high-
growth segments.
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Africa: We launched our operations in Africa by entering South Africa in 1993 and have since expanded into
many surrounding countries. We are highly diversified and serve a variety of industries through traditional
consumer credit reporting services, insurance solutions, auto information solutions, and commercial credit
information services. We provide risk and information solutions in Africa to many of the leading banks, retailers,
auto dealer groups, and insurance companies.
India: In 2001, we partnered with prominent Indian financial institutions to create CIBIL, the first consumer and
business credit reporting agency in India. We have since launched the country’s first generic credit score, which
is the most widely used credit score across the financial services industry in India. In the absence of a
comprehensive national ID, we created an innovative matching algorithm that allowed us to create the most
extensive consumer credit database in India. We also own or have access to several non-credit data sources that
we use to enhance our solutions, including the national voters’ registry, the confirmed and suspected fraud
registry, property registry and tax ID database. We offer a suite of risk and information solutions across the credit
lifecycle for banks, telecommunication companies and insurance companies, as well as consumer solutions such
as online credit reports and scores. India has become our largest and our fastest growing region.
Asia Pacific: Our operations in Asia Pacific include markets such as Hong Kong, the Philippines, Thailand, and
Singapore. Asia Pacific is a growing market with increasing demand for credit driven by a rising middle class
that offers significant growth potential in analytics and technology solutions. We do business with many of the
top financial institutions in the countries we serve. We have had a majority ownership interest in the principal
consumer credit reporting company in Hong Kong since 1998. In partnership with leading credit card issuers in
the Philippines, we launched the first consumer credit reporting agency in that market in 2011. We have also
built credit risk scores for the National Credit Bureau of Thailand, in which we have a 12.25% ownership
interest, the Credit Bureau of Singapore and the Credit Bureau of Malaysia.
Consumer Interactive
The Consumer Interactive segment offers solutions that help consumers manage their personal finances and take
precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring,
identity protection and resolution, and financial management for consumers. The segment also provides solutions
that help businesses respond to data breach events. Our products are provided through user-friendly online and
mobile interfaces and are supported by educational content and customer support. With our acquisition of Sontiq,
we added to our foundational credit monitoring solutions with a comprehensive set of identity protection
offerings. Our Consumer Interactive segment serves consumers through both direct and indirect channels.
Direct: We provide a variety of solutions to consumers directly including free credit services with the ability to
set and manage credit freezes and initiate disputes via online channels, and premium subscription-based credit
health and identity protection products, offered via websites and mobile applications. Many consumers sign up
for premium credit and identity products to access benefits and features such as credit reports, credit scores and
analysis, alerts to changes in credit information, debt analysis, debt and retirement calculators, identity protection
services, and credit locks. We complement these features with educational content that explains how credit and
financial data is used in various industries to evaluate consumers, how a consumer’s financial choices impact this
evaluation, and how a consumer can best protect and monitor their identity. We continue to execute on an
integrated, data-driven marketing approach spanning paid and organic search, online display, email, affiliate
partners, and programmatic and portfolio marketing, which allows us to efficiently acquire and retain high
quality consumers.
Indirect: We also provide consumer education and engagement, fraud and identity protection, and data breach
services to partners who may offer them on a stand-alone basis or with their own or other branded services as a
bundle to consumers, governmental agencies and businesses. We offer a broad suite of solutions that include
many of the features, educational content and customer support available in our direct channel. We have taken a
proactive and flexible partnership approach, which has resulted in long-term strategic relationships with some of
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the largest providers of credit information or identity protection services in the U.S. consumer market as well as
with several large financial institutions and FinTech providers. Through these partnerships, we have significantly
expanded the overall market as well as our ability to provide consumers with the information and tools they
want.
Corporate
Corporate provides support services to each segment, holds investments and conducts enterprise functions.
Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in
Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Markets and Customers
We have a highly diversified customer base that includes companies across multiple industries, including
Financial Services and Insurance. A substantial portion of our revenue is derived from companies in the financial
services industry and from sales in the United States.
We leverage our comprehensive data assets, industry expertise and our technology infrastructure, allowing us to
build solutions once and deploy them multiple times across the different verticals and regions. Our evolution to a
hybrid public-private cloud infrastructure augments this capability. We provide services to our customers through
real-time, online delivery for services such as credit reports and predictive scores, in batch form for services that
help our customers proactively acquire new customers, cross-sell to existing customers and help them monitor
and manage risk, and through our software-as-a-service offerings, which include a number of solutions that help
businesses interpret data, maximize reimbursements, visualize insights, predict model results and apply their
customer-specific criteria to facilitate real-time automated decisions at the time of customer interaction, and
through our websites to consumers, for various subscription-based and transaction-based products in the United
States and in other regions we serve.
We market our services globally, primarily through our own sales force. We have dedicated sales teams for our
largest customers focused by industry group and geography. These dedicated sales teams provide strategic
account management and direct support to customers. We use shared sales teams to sell our services to mid-size
customers. Smaller customers’ sales needs are serviced primarily through call centers. We also market our
services through indirect channels such as resellers, who sell directly to businesses and consumers. Our
interactive direct-to-consumer services are sold primarily through our website.
Seasonality
Seasonality in the U.S. Markets segment is correlated to volumes of online credit data purchased by our financial
services and mortgage customers, and our sales have generally been higher during the second and third quarters.
Seasonality in our International segment is driven by local economic conditions and relevant macroeconomic
market trends. In our Consumer Interactive segment, demand for our products is usually higher in the first half of
the year, impacted by seasonality and our advertising spend.
Competition
The market for our services is highly competitive. We compete primarily on the basis of differentiated solutions,
datasets, analytics capabilities, ease of integration with our customers’ technology, stability of services, customer
relationships, innovation and price. We believe that we compete favorably in each of these categories. Our
competitors vary based on the business segment, industry vertical and geographical market that our solutions
address.
In our U.S. Markets segment, our competition generally includes Equifax, Experian and LexisNexis, in addition
to certain competitors with whom we only compete in specific industry verticals. For example, we compete with
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FICO in the Financial Services vertical and with Verisk Analytics, Inc. in the Insurance vertical, and with
LiveRamp and Experian in the marketing solutions space.
In our International segment, we generally compete with Equifax and Experian directly or indirectly through
their subsidiaries or investments. We also compete with other competitors that may focus on a particular vertical,
country or region.
In our Consumer Interactive segment, we generally compete with Equifax, Experian, FICO and LifeLock as well
as personal finance websites, some of whom offer free credit information.
In addition to these competitors, we also compete with a number of other companies that may offer niche
solutions catering to more specific customer requirements.
We believe the services we provide to our customers reflect our understanding of our customers’ businesses, the
depth and breadth of our data and the quality of our analytics and technology solutions capabilities. By
integrating our services into our customers’ workflows, we ensure efficiency, continuous improvement and long-
lasting relationships.
Information Technology
Technology
The continuous operation of our information technology systems is fundamental to our business. Our information
technology systems collect, refine, access, process, deliver and store the data that is used to provide our solutions.
Our technology is at the core of our innovative solutions, and we continually invest in our technology and
thought leaders to be a market leader. There are four critical elements to our global technology enablement
strategy:
Hardware + Cloud: Our technology infrastructure gives us the ability to organize and handle high volumes of
disparate data, maintain and improve our delivery speeds, increase availability and enhance our product
development capabilities, while at the same time lowering our overall cost structure. As announced in November
2023, we are investing in our technology to standardize and streamline our product delivery platforms and build a
single global platform for fulfillment of our product lines.
Our environment is built upon strategic partnerships. Our technology relies on several third-party, best-of-breed
solutions as well as proprietary software and tools which we integrate into our platforms. Our control of our
technology and infrastructure allows us to prioritize any changes and manage the roll-out of any upgrades or
changes. We contract with various third-party providers to help us maintain and support our systems.
Software: Our market-facing solutions are designed for global deployment, such as our Brazil bureau, our first
cloud-native credit bureau where we deploy best in class components. Our software is built on a common set of
components, tools and practices. With the ongoing migration to OneTru, our software applications will
eventually also be deployed on the same software operating platform.
Operating Model: We have established a core set of global operating principles built on common practices,
community, tools and training. We have established technology Centers-of-Excellence that utilize similar tools
and technology in order to provide scale and efficiency in modifying existing applications and developing new
applications for our businesses. We deploy new development methodologies globally to enable rapid delivery of
solutions and increase our speed-to-market. Our technology team includes both our own employees as well as
additional resources from third-party providers. We hire top talent from global hubs, like India, where we are
expanding our resources at all levels, including senior and executive leadership. In November 2023, we
announced an operating model optimization program that will further reduce our global workforce and transition
certain job responsibilities to our GCCs, which we expect will improve productivity, save costs and fund growth,
optimize business processes, and reduce our facility footprint.
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Digital Associate Experience: We are also investing in our digital employee experience. We believe that to
attract and retain talent we need to ensure an efficient and productive environment. We conducted a thorough
needs analysis of our employees to ensure that our platforms are enabling the most effective work environment,
facilitating productivity and the hybrid workspace, and providing a world-class technology foundation that
enables our employees to innovate.
Data Centers and Business Continuity
In order to create redundancy and increase resiliency, we utilize multiple data centers in all of our major markets.
We generally employ similar technologies and infrastructures in each data center to enable the optimal sharing of
technical resources across geographies.
We maintain a governance framework for business continuity that includes written policies requiring each
business and operating unit to identify and prepare continuity plans for critical functions. Our businesses and
operating units have processes in place that are designed to maintain such functions in case there is a disruptive
event. We also have a specific disaster recovery plan that will take effect if critical infrastructure or systems fail
or become disabled.
As part of our program, each business unit’s continuity plan is periodically updated and stored in a centralized
database. These plans are monitored and reviewed by our compliance team. From time to time, our compliance
team tests one or more of these plans using desktop exercises or in connection with actual events. We also
periodically confirm the state of preparedness of our most critical disaster recovery procedures. We maintain
systems redundancy plans for our primary U.S. data centers that allow for the transfer of capacity between
geographically disbursed environments in the event there is a failure of computer hardware or a loss of our
primary telecommunications lines or power sources. On an enterprise basis, our systems are designed to recover
most of our operational capacity in a scenario where our primary data centers become inoperable.
Security
The security and protection of personal data is TransUnion’s highest priority. TransUnion’s written information
security program focuses on managing risk and is guided by global information security regulations and
standards, including ISO/IEC 27001:2013, NIST CSF, PCI-DSS, HIPAA, and other international regulatory
expectations in locations where we operate. Our information security program follows a risk-based approach that
continuously evaluates threats, industry events and asset values to introduce enhancements when necessary. We
deploy a wide range of physical and technical safeguards that are intended to provide security around the
collection, storage, use, access and delivery of information we have in our possession or with our partners. These
safeguards include firewalls, intrusion protection and monitoring, anti-virus and malware protection,
vulnerability threat analysis, control validation, advanced persistent threat monitoring, forensic tools, encryption
technologies, data transmission standards, contractual provisions, customer and partner credentialing, identity
and access management, data loss prevention, access and anomaly reports and training programs for associates.
We, along with other global financial services organizations, including U.S. nationwide consumer credit
reporting companies, share cyber threat and attack information that may be targeted at our industry through our
participation in forums such as the Financial Information Sharing and Analysis Council. These forums allow us
to better understand and monitor our systems and our connectivity to our customers and partners, as well as how
specific solutions that were implemented to protect against such attacks are performing. We undergo SSAE 18
and SOC2 reviews annually, and many of our major customers routinely audit our security controls. We conduct
an annual Payment Card Industry Data Security Standard (PCI-DSS) compliance program and remain PCI
certified. We regularly engage independent third-party organizations to evaluate TransUnion’s security program
to conduct independent security assessments. See Part I, Item 1C, “Cybersecurity” for additional information.
Intellectual Property and Licensing Agreements
Our intellectual property is a strategic advantage and protecting it is critical to our business. Because of the
importance of our intellectual property, we treat our brand, software, technology, know-how, concepts and
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databases as proprietary. We attempt to protect our intellectual property rights under the trademark, copyright,
patent, trade secret and other intellectual property laws of the United States and other countries, as well as
through the use of licenses and contractual agreements, such as nondisclosure agreements. While we hold various
patents, we do not rely primarily on patents to protect our core intellectual property. Through contractual
arrangements, disclosure controls and continual associate training programs, our principal focus is to treat our
key proprietary information and databases as trade secrets. Also, we have registered certain trademarks, trade
names, service marks, logos, internet URLs and other marks of distinction in the United States and foreign
countries, the most important of which is the trademark TransUnion name and logo. This trademark is used in
connection with most of the services we sell and we believe it is a known mark in the industry.
We own proprietary software that we use to maintain our databases and to develop and deliver our services. We
develop and maintain business-critical software that transforms data furnished by various sources into databases
upon which our services are built. We also develop and maintain software to manage our consumer interactions,
including providing disclosures and resolving disputes. In all business segments, we develop and maintain
software applications that we use to deliver services to our customers, through a software-as-a-service model. In
particular, we develop and maintain analytics and technology solutions infrastructure that we host and make
available for our customers to develop and deploy analytics to improve business performance.
We license certain data and other intellectual property to other companies on arms-length terms that are designed
to protect our rights to our intellectual property. We generally use standard licensing agreements and do not
provide our intellectual property to third parties without a nondisclosure and license agreement in place.
We also license certain intellectual property that is important for our business from third parties. For example, we
license credit-scoring algorithms and the right to sell credit scores derived from those algorithms from third
parties for a fee.
Legal and Regulatory Matters
Compliance with legal and regulatory requirements is a top priority. We are subject to numerous laws governing
the collection, protection, dissemination and use of non-public personal information, credit information and other
types of information. These laws are enforced by U.S. federal, state and local regulatory agencies, foreign
regulatory authorities and, in some instances, through private civil litigation. Our failure to comply with
applicable legal and regulatory requirements could have a negative impact on our financial condition, results of
operations, reputation and overall operations.
We proactively manage our compliance with laws and regulations through a global legal, risk and compliance
framework that is designed to ensure that enterprise standards are followed. Through the legal, risk and
compliance functions, we provide training to our associates, monitor all material laws and regulations, establish
compliance policies, routinely review internal processes to determine whether business practice changes are
warranted, assist in the development of new products and services, and regularly meet with principal regulators
and legislators to ensure transparent engagement regarding our operations.
U.S. Data and Privacy Protection
Our U.S. operations are subject to numerous laws and regulations governing privacy, data security, consumer
protection and the use of consumer credit information. Certain of these laws provide for civil and criminal
penalties for the unauthorized release of, or access to, this protected information. The laws and regulations that
affect our U.S. business include, but are not limited to, the following:
• Fair Credit Reporting Act (the “ FCRA”): The FCRA applies to consumer reporting agencies, including
us, as well as data furnishers and users of consumer reports. The FCRA promotes the accuracy, fairness
and confidentiality of information in the files of consumer reporting agencies that engage in the
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practice of assembling and evaluating consumer credit and other 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, includes provisions designed to prevent identity theft and assist fraud
victims and victims of human trafficking, requires consumer reporting agencies to make a free annual
credit report available to consumers 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. Regulatory enforcement of the FCRA is under the purview of the Federal
Trade Commission (the “FTC”), the Consumer Financial Protection Bureau (the “CFPB”) and state
attorneys general, acting alone or in concert with one another. Many states have their own fair credit
reporting laws, which may include more exacting requirements, if not preempted by the FCRA.
• The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”): The Dodd-
Frank Act prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) with respect to consumer
financial products or services and provides the CFPB with authority to enforce those provisions. The
CFPB has asserted broad regulatory authority and stated that its UDAAP authority may allow it to find
statutory violations even where a specific regulation does not prohibit the relevant conduct, or prior
published regulatory guidance or judicial interpretation has found the activity to be in accordance with
law.
• The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “EGRRCPA”): The
EGRRCPA amended certain parts of the Dodd-Frank Act, FCRA and other U.S. federal laws
applicable to us. Among other things, the EGRRCPA requires that consumer reporting agencies
provide consumers the option to include with their credit file an initial fraud alert for at least one year,
establishes a consumer’s right to place a free national security freeze that prevents consumer reporting
agencies from disclosing the content of the consumer’s report to a lender, and mandates that consumer
reporting agencies notify consumers of their right to a credit freeze and provide instructions on how to
remove it. The EGRRCPA also requires consumer reporting agencies to provide additional credit
protections and services to veterans and active-duty U.S. military consumers.
• State unfair and deceptive practices acts and practices laws: Many states have enacted statutes that
prohibit unfair and deceptive acts and practices, relating to, among other things, marketing, disclosures
and billing practices within the state or directed to consumers within the state. The Company and others
in the industry may be subject to these laws with respect to the marketing of consumer credit
information products.
• Gramm-Leach Bliley Act (the “GLBA”): The GLBA regulates, among other things, the receipt, use and
disclosure of non-public personal information of consumers held by financial institutions, including us.
Several of our datasets are subject to GLBA 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 information. Violation of the GLBA can result in civil and criminal liability.
• Drivers’ Privacy Protection Act (the “DPPA”): The DPPA requires all states to safeguard certain
personal information included in licensed drivers’ motor vehicle records from improper use or
disclosure. The DPPA limits the use of this information sourced from State departments of motor
vehicles to certain specified purposes and does not apply if a driver has consented to the release of their
data. The DPPA imposes criminal fines for non-compliance and grants individuals a private right of
action, including actual and punitive damages and attorneys’ fees. The DPPA provides a federal
baseline of protections for individuals, and is only partially preemptive, meaning that except in a few
narrow circumstances, state legislatures may pass laws to supplement the protections made by the
DPPA. Many states’ laws are more restrictive than the federal law.
• Data security breach laws: All states and some territories have adopted data security breach laws that
may require notice be given to affected consumers in the event of a breach of personal information, and
in some cases the provision of additional benefits such as free credit monitoring to affected individuals.
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Some of these laws require additional data protection measures over and above the GLBA data
safeguarding requirements. If data within our system is compromised, we may be subject to provisions
of various state security breach laws, including regulatory investigations or enforcement actions from
state attorneys general, who enforce state data breach or unfair and deceptive practices laws.
• Federal Trade Commission Act (the “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 certain
credit related products, such as consumer credit monitoring and identity protection services. Our data
collection, use and disclosure practices and the security measures we employ to safeguard the personal
data of consumers could also be subject to the FTC Act, and our data practices or our failure to
safeguard data adequately may subject us to regulatory scrutiny or enforcement action.
• The Credit Repair Organizations Act (“CROA”): CROA regulates companies that claim to be able to
assist consumers in improving their credit standing. Some courts have applied CROA to credit
monitoring services offered by consumer reporting agencies and others. CROA allows for a private
right of action and permits consumers to recover all money paid for alleged “credit repair” services in
the event of violation.
• 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 require companies to
implement reasonable safeguards to prevent intentional or unintentional misuse or wrongful disclosure
of protected health information. We obtain protected health information under a “business associate”
agreement that is subject to the privacy, security and transactional requirements imposed by HIPAA
and HITECH. As a business associate, we are obligated to limit our use and disclosure of health-related
data to certain statutorily permitted purposes, HIPAA regulations, as outlined in our business associate
agreements, 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 affected 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 HIPAA or
HITECH data privacy or 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. 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.
• Comprehensive State Privacy Laws: Five states—California, Colorado, Connecticut, Utah and
Virginia—have enacted comprehensive privacy legislation, currently in effect, intended to provide
consumers with greater transparency and control over their personal information by providing
consumers in these states with certain rights regarding their personal information and by requiring
businesses to make certain disclosures and take certain other acts in furtherance of those rights. These
laws exempt practices and activities regulated by the FCRA, GLBA, HIPAA and DPPA, including our
credit reporting business, but apply to other portions of our business that are not regulated by these
laws. An additional eight states—Delaware, Indiana, Iowa, Montana, Oregon, New Jersey, Tennessee,
and Texas—have passed similar comprehensive privacy laws, which will go into effect over the course
of 2024 to 2026.
• Washington My Health My Data Act; Nevada Consumer Health Data Privacy Law: Washington and
Nevada have enacted laws that impose broad requirements on collecting, using, and selling consumer
health information. These laws take effect on March 31, 2024.
• Requirements for government contractors: Special requirements may apply to TransUnion when
providing services to U.S. federal, state and local government agencies. For example, and without
limitation, TransUnion may need to abide by the Privacy Act of 1974, the Internal Revenue Service’s
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Publication 4812, and various Federal Acquisition Regulation and associated supplemental contract
clauses. Each of these laws, regulations and contract clauses dictates particular measures for the
protection of personal information or information that is otherwise categorized as sensitive by the
government. Government agencies frequently modify or supplement these requirements, and
consequences for violations of applicable requirements may include penalties, civil liability and for
severe infractions, criminal liability.
We are also subject to U.S. federal and state laws that are generally applicable to any U.S. business with national
or international operations, such as antitrust laws, the Foreign Corrupt Practices Act, the Americans with
Disabilities Act, climate-related regulations and various employment laws. We continuously monitor U.S. federal
and state legislative and regulatory activities that involve credit reporting, data privacy and security, and other
relevant subjects to identify issues in order to remain in compliance with all applicable laws and regulations.
International Data and Privacy Protection
We are subject to data protection, privacy and consumer credit laws and regulations in other jurisdictions where
we conduct business. These laws and regulations include, but are not limited to, the following:
• Canada: The Personal Information Protection and Electronic Documents Act of 2000 (“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. Quebec’s
new privacy law made a number of notable changes to the province’s privacy laws, most notably
increasing requirements on organizations seeking to transfer personal information outside of Quebec.
• Colombia: The Colombian Financial Data Protection Regime (Law 1266 of 2008) regulates the
collection, use and transfer of personal data pertaining to financial services, including credit reporting.
The Colombian General Data Protection Regime (Law 1581 of 2012 and Decree 1377 of 2013) covers
regulation of all other personal data. Both of these regimes have applicability to credit reporting
services in Colombia and together address obligations of information furnishers, database owners,
consumer right of access, consumer consent and permitted information disclosures.
• European Union: Our data management activities and the commercial solutions we make available to
the European market are subject to the General Data Protection Regulation (“GDPR”). This law
establishes significant data protection and privacy standards that empower European Union consumers
to exercise significant control over their personal data. In addition to a litany of substantive provisions
empowering consumers to limit how data may be used, GDPR also imposes operational, data
processing, and other technical requirements with which we must comply. Failure to comply with any
provision of GDPR could result in significant regulatory or other enforcement penalties.
• U.K.: Our U.K. operations are subject to GDPR and the Privacy and Electronic Communications
Regulation (the “PECR”), which together govern the processing of personal data pertaining to U.K.
citizens. Enforcement of data regulation and consumer privacy matters in the U.K. resides with the
Information Commissioner’s Office, an independent body set up to uphold the rights of individuals in
relation to the use of their personal data. The provision of credit referencing services in the U.K. is also
a regulated activity that is authorized by the Financial Conduct Authority (the “FCA”). The FCA has
regulated credit reference agencies since 2014 with the objectives of protecting consumers, protecting
financial markets and promoting competition. TransUnion U.K. (previously Callcredit), Experian and
Equifax were granted full FCA authorization in early 2016 and are therefore all required to follow the
rules and principles issued by the FCA.
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In 2018, the FCA introduced Open Banking which aims to improve customer experience and to
increase competition in the banking sector. Consumers can share transaction data with third parties via
application program interfaces (“APIs”) to identify best products and take up multi-bank products. As
part of Open Banking, the Second Payment Services Directive allows merchants to retrieve a
customer’s account data from their bank with their consent. The implementation of Open Banking
platforms has increased the number of payment service providers available to consumers beyond
traditional banks. TransUnion U.K. is an authorized information services provider under this regime.
• South Africa: The National Credit Act of 2005 (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 NCA 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. In addition, the Protection of Personal Information Act (“POPIA”) went into effect on
July 1, 2020, with enforcement commencing on July 1, 2021. POPIA regulates the processing of
personal information of legal and juristic persons, and imposes compliance obligations and sanctions.
• India: The Credit Information Companies Regulation Act of 2005 (“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. Data protection is currently covered under provisions of the Information
Technology Act of 2000 as well as regulations promulgated by the Reserve Bank of India. On
August 9, 2023, India passed The Digital Personal Data Protection Act, which covers personal
information. Regulations implementing this law are forthcoming.
• Hong Kong: Personal Data (Privacy) Ordinance (“PDPO”) and The Code of Practice on Consumer
Credit Data regulate the operation of consumer credit reference agencies. They prescribe the methods
and security controls under which credit providers and credit reference agencies may collect, access
and manage credit data. The PDPO was amended in 2021 to provide new powers to the Privacy
Commissioner and to make criminal the act of publicly releasing information identifying an individual
or organization – a practice known as “doxxing.”
• Brazil: The Brazilian General Data Protection Law (“LGPD”), went into effect on September 18, 2020.
LGPD regulates the processing of personal information and imposes compliance obligations and
sanctions comparable to those of GDPR. The sanctions provisions of the LGPD went into effect on
August 1, 2021.
Other International Laws
Credit information and credit information companies have also become subject to, directly or indirectly, further
governance regulations, such as those historically reserved for banks. We are also subject to various laws and
regulations generally applicable to all businesses in the other countries where we operate.
Sustainability
We are dedicated to making meaningful, positive contributions to the world and the communities we serve. We
are making an impact through our commitments to advancing underrepresented people, enabling life-changing
access to credit in mature and emerging markets, and using trended data to help consumers improve their access
to credit.
We focus our environmental, social, and governance (“ESG”) efforts on issues that we believe are important to
our business and to our key stakeholders. In 2021, we conducted our first global ESG assessment, which
confirmed the importance of cybersecurity, privacy, and corporate governance to the continued success of our
business. The assessment also confirmed the importance of TransUnion continuing to focus efforts on enhancing
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financial inclusion, employee wellness, diversity, equity, inclusion, and belonging, and climate change. In our
2023 Diversity Report, we will provide details regarding our efforts to drive a culture of inclusion and belonging
across our organization, including matters of racial and gender inclusion in our workforce, and promote financial
literacy in the communities we serve.
Climate Change
Climate change continues to be a key issue for companies worldwide. In 2021, in partnership with an external
consultant, we completed a survey of our greenhouse gas (“GHG”) emissions and designed climate change
targets. We set two climate change targets, reaching operational net zero scope 1 and scope 2 GHG emissions by
2025 and 30 percent reductions on leased real estate scope 3 emissions by 2030, using 2019 as a baseline.
Currently, we consider our scope 2 GHG emissions to be those indirect emissions from our owned (as distinct
from our leased) properties and leased sites within our operational control. In addition, we consider scope 3 GHG
emissions to include leased real estate, other than leased real estate within our operational control and captured in
our scope 2 GHG emissions. We consider leased sites where TransUnion has sufficient influence over facilities
to impact energy consumption and/or sourcing, as determined by an internal survey we conducted, to generally
fall within operational control. Currently, we plan to achieve these reduction targets by utilizing renewable
energy purchases, an environmentally friendly cloud migration, and our real estate consolidation strategy. In May
2023, TransUnion announced its partnership with Constellation Energy Corporation to support the production of
new renewable energy in the United States. We anticipate that our 12-year contract with Constellation will help
reduce carbon emissions associated with our energy use by more than 8,000 metric tons each year. For emissions
that TransUnion is unable to reasonably avoid, we expect to mitigate our impact through annual offset purchases.
In 2023, we completed our second offset and renewable energy credit purchase for our emissions impact for the
year.
TransUnion has been reviewing climate risk with the help of an external consultant, and this review continued in
2023. While this review has identified that our exposure to climate risks does not appear to be as high as
companies in certain industries, we are evaluating ways in which to further mitigate such risks, such as via our
climate targets discussed above.
Human Capital Management
We employed approximately 13,200 employees as of December 31, 2023. Central to our long-term strategy is
attracting, developing and retaining the best talent globally with the right skills to drive our success. Our Board
of Directors (the “Board”) receives regular updates on human capital topics such as employee retention,
engagement and survey results, enterprise compliance, investigations and associate health and safety.
Other than certain employees in Brazil, none of our employees are currently represented by a labor union or have
terms of employment that are subject to a collective bargaining agreement. We consider our relationships with
our employees to be good and have not experienced any work stoppages.
Diversity Strategy
We see inclusion and diversity as a source of strength and know that it is essential to our mission, innovation and
growth. At TransUnion, we know that diversity helps us win. We have a three-pronged approach to our diversity,
equity and inclusion strategy consisting of the following:
• Our People: We value our talent through inclusive recruiting practices, continuous development,
retention and support for our associate networks.
• Our Culture: We strive to cultivate an exceptional workplace culture of diversity, equity, inclusion,
belonging, respect, and accountability.
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• Our Marketplace: We take positive actions to promote fair and equitable access to our products and
services, and utilize suppliers and strategies to reach potential candidates reflect the diversity of the
communities in which we operate.
We believe that a critical component of continuing to deliver innovative products to consumers and customers is
maintaining diverse and inclusive teams. Detailed below are select workforce diversity statistics informed by the
Sustainability Accounting Standards Board reporting standards, including figures for 2023, 2022 and 2021:
For the Year Ended December 31,
2023 2022
6
2021
6
Percent of TransUnion’s Worldwide Workforce Based in
the United States ................................. 36% 41% 46%
Worldwide Gender
Women Executive Management
1
................... 30% 29% 28%
Women Non-Executive Management
2
............... 34% 33% 32%
Women Administrative & Professional
3
.............. 44% 43% 43%
U.S. Race/Ethnicity
4
Black Executive Management
1
..................... 4% 4% 4%
Black Non-Executive Management
2
................. 5% 5% 5%
Black Administrative & Professional
3
............... 11% 12% 12%
Hispanic Executive Management
1
................... 4% 4% 5%
Hispanic Non-Executive Management
2
.............. 6% 5% 5%
Hispanic Administrative & Professional
3
............. 11% 11% 10%
Asian Executive Management
1
..................... 14% 13% 12%
Asian Non-Executive Management
2
................. 23% 23% 22%
Asian Administrative & Professional
3
............... 25% 24% 22%
Other Executive Management
1,5
.................... 2% 1% 1%
Other Non-Executive Management
2,5
................ 2% 2% 2%
Other Administrative & Professional
3,5
............... 3% 2% 2%
1. Executive Management include all employees at a Vice President level or above.
2. Non-Executive Management include all employees from Manager level to Senior Director level.
3. Includes all employees other than Executive and Non-Executive Management.
4. U.S. race/ethnicity diversity demographic information includes only U.S. employees who chose to self-
identify and excludes those who did not self-identify.
5. Other race/ethnicity includes American Indian or Alaska Native, Native Hawaiian or Other Pacific
Islanders, and those employees who disclosed two or more categories.
6. Human capital reporting includes all 2021 acquisitions and 2022 non-divested acquisitions.
Talent Acquisition and Retention
Our talent acquisition and retention strategy is multi-faceted. We aim to recruit the most qualified candidates and
strive for a diverse and well-balanced workforce.
We reward and support employees through competitive pay, benefits, and perquisite programs that allow
employees and their families to thrive. Our benefit offerings are designed to meet the varied and evolving needs
of a diverse workforce tailored to the variety of businesses and geographies in which we operate.
We continue to support our employees and their families, including by providing child and adult care benefits
that provide access to onsite or community centers, enhanced back-up care choices that include personal
caregivers, child care and adult referral assistance and child and adult care provider discounts. In addition, we
offer on-demand tutoring along with a specialist who can consult, research and provide referral services for a
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host of services such as child and parenting needs (e.g., pregnancy, adoption, and special needs), senior care,
pets, home services, education (including college), to name a few of the many options provided to our
employees. We also provide our employees with access to free mental and behavioral health resources, including
on-demand access to the Employee Assistance Program for employees and their dependents. We continue to look
for new ways to support our employees and their families.
Employee Engagement, Training and Development
We prioritize and invest in helping our employees grow and build their careers through several training and
development programs. These include online, instructor-led and on-the-job learning formats as well as executive
talent and succession planning paired with an individualized development approach.
Safety and Wellness
As TransUnion takes its duty to maintain a safe work environment seriously, the health and well-being of
associates, customers and visitors remains a top priority. We continue to follow important health and safety
guidelines, and implement effective practices to minimize workplace risks.
See our upcoming 2023 Sustainability Report and 2023 Diversity Report for additional information on these
topics. Information contained in such reports are not incorporated herein by reference and should not be
considered part of this report.
Available Information
Through our corporate website under the heading “About—Investor Relations,” at http://www.transunion.com,
you can access electronic copies of our governing documents free of charge, including our Corporate Governance
Guidelines and the charters of the committees of our Board. In addition, through our website, you can access the
documents we file with the U.S. Securities and Exchange Commission (“SEC”), including our annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments thereto, as
soon as reasonably practicable after we file or furnish them. 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. You also
may request printed copies of our SEC filings or governance documents, free of charge, by writing to our
corporate secretary at the address on the cover of this report. Information contained on our website is not
incorporated herein by reference and should not be considered part of this report.
In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC.
Our corporate headquarters are located at 555 West Adams Street, Chicago, Illinois 60661, and our telephone
number is (312) 985-2000.
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ITEM 1A. RISK FACTORS
You should carefully consider the following risks as well as the other information included in this report,
including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our
financial statements and related notes. Any of the following risks could materially and adversely affect our
business, financial condition or results of operations. However, the selected risks described below are not the
only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be
immaterial may also materially and adversely affect our business, financial condition or results of operations.
Risk Factors Summary
The following is a summary of the principal risks and uncertainties described in more detail in this report:
• Our revenues are concentrated in the U.S. financial services and consumer credit industries. When
these industries or the broader financial markets experience a downturn, demand for our services and
revenues may be adversely affected.
• We are subject to significant competition in the markets in which we operate and we may face
significant competition in the new markets that we plan to enter.
• To the extent the availability of free or relatively inexpensive consumer information increases, the
demand for some of our services may decrease.
• Our relationships with key long-term customers may be materially diminished or terminated.
• If we are unable to develop successful new services in a timely manner, or if the market does not adopt
our new services, our ability to maintain or increase our revenue could be adversely affected.
• If our outside service providers and key vendors are not able to or do not fulfill their service
obligations, our operations could be disrupted and our operating results could be harmed.
• There may be further consolidation in our end-customer markets, which may adversely affect our
revenues.
• Data security and integrity are critically important to our business, and cybersecurity incidents,
including cyberattacks, breaches of security, unauthorized access to or disclosure of our intellectual
property or confidential information, business disruption, or the perception that confidential
information is not secure, could result in a material loss of business, regulatory enforcement,
substantial legal liability and/or significant harm to our reputation.
• We may be unable to adequately anticipate, prevent or mitigate damage resulting from increasingly
sophisticated methods of illegal or fraudulent activities committed against us, which could harm our
business, financial condition and results of operations and could significantly harm our reputation.
• If we experience system failures, personnel disruptions or capacity constraints, or our customers do not
modify their systems to accept new releases of our distribution programs, the delivery of our services
to our customers could be delayed or interrupted, which could harm our business and reputation and
result in the loss of revenues or customers.
• We could lose our access to data sources which could prevent us from providing our services.
• If we fail to maintain and improve our systems, our data matching technology, and our interfaces with
data sources and customers, demand for our services could be adversely affected.
• Our business is subject to various governmental regulations, laws and orders, compliance with which
may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions,
and the failure to comply with which could subject us to civil or criminal penalties or other liabilities.
• The CFPB has supervisory and examination authority over our business and has in the past, and may
initiate enforcement actions with regard to our compliance with federal consumer financial laws.
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Actions by the CFPB or other regulators against us or our executives could result in increased
operating costs, reputational harm, payment of damages and civil money penalties, injunctive relief
and/or restitution, any of which could have a material adverse effect on our business, results of
operations and financial condition.
• Regulatory oversight of our contractual relationships with certain of our customers may adversely
affect our business.
• The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which
we are involved, in which we may become involved, or in which our customers or competitors are
involved could subject us to significant monetary damages or restrictions on our ability to do business.
• Our ability to expand our operations in, and the portion of our revenue derived from, markets outside
the United States is subject to economic, political and other inherent risks, which could adversely
impact our growth rate and financial performance.
• We face geopolitical and other risks associated with our international operations, which could
materially adversely impact our results of operations and our financial condition.
• We may be unable to protect our intellectual property adequately or cost-effectively, which may cause
us to lose market share or force us to reduce our prices. We also rely on trade secrets and other forms
of unpatented intellectual property that may be difficult to protect.
• We may face claims for intellectual property infringement, which could subject us to monetary
damages or limit us in using some of our technologies or providing certain services.
• When we engage in acquisitions, investments in new businesses or divestitures of existing businesses,
we face risks that may adversely affect our business.
• We depend, in part, on strategic alliances, joint ventures and acquisitions to grow our business. If we
are unable to make strategic acquisitions and develop and maintain these strategic alliances and joint
ventures, our growth may be adversely affected.
• We have a substantial amount of debt which could adversely affect our financial position and prevent
us from fulfilling our obligations under the debt instruments.
• Despite our current level of indebtedness, we may still be able to incur additional indebtedness. This
could further the risks associated with our substantial indebtedness.
• We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to
take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our
indebtedness on commercially reasonable terms or at all, would materially and adversely affect our
financial position and results of operations and our ability to satisfy our obligations.
• Our stock price has recently been volatile and has declined, and may continue to be volatile and/or
decline, regardless of our operating performance, and you may not be able to resell shares of our
common stock at or above the price you paid or at all.
• Our business and operations are exposed to risks arising from developments and trends associated with
climate change and ESG, including risks associated with our own reporting.
• Anti-takeover provisions in our organizational documents might discourage, delay or prevent
acquisition attempts for us that you might consider favorable.
• Our ability to pay cash dividends may be limited by the terms of our secured credit facility.
• Economic and other conditions may adversely impact the valuation of our assets resulting in
impairment charges that could have a material adverse impact on our results from operations.
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• Our efforts to execute any element of our business strategy, including our transformation plan to
optimize our operating model and invest in our technology, could experience difficulties, delays, or
unexpected costs and may not achieve anticipated benefits and savings.
• Management has determined that our internal control over financial reporting and disclosure controls
and procedures were not effective as of December 31, 2023. A failure to maintain effective internal
control over financial reporting or disclosure controls and procedures could impact our ability to
accurately and timely report our financial results and other material disclosures or otherwise cause us
to fail to meet our reporting obligations, which could have a material adverse effect on our operations,
investor confidence in our business, and the trading price of our common stock.
• Pandemics, epidemics, disease outbreaks and other public health crises, such as the COVID-19
pandemic, have disrupted our business and operations, and future public health crises could materially
adversely impact our business, financial condition, liquidity and results of operations.
• We may not be able to attract and retain the skilled employees that we need to support our business.
• We are subject to losses from risks for which we do not insure.
• If we experience changes in tax laws or adverse outcomes resulting from examination of our tax
returns, it could adversely affect our results of operations.
Risks Related to Our Business
Our revenues are concentrated in the U.S. financial services and consumer credit industries. When these
industries or the broader financial markets experience a downturn, demand for our services and revenues may
be adversely affected.
Our largest customers, and therefore our business and revenues, are influenced by macroeconomic conditions and
are impacted by the availability of credit, the level and volatility of interest rates, inflation, employment levels,
consumer confidence and housing demand. In addition, a significant amount of our revenue is concentrated
among certain customers, industries, product offerings and in distinct geographic regions, primarily in the United
States. Our 2023 revenue in our U.S. Markets Financial Services vertical and in our Consumer Interactive
segment accounted for approximately 33% and 15% of consolidated gross revenues, respectively. If businesses in
these industries experience economic hardship, we cannot assure you that we will be able to generate future
revenue growth. Our customer base suffers when financial markets experience volatility, liquidity issues and
disruption, which has occurred in the past and which could reoccur, and the potential for increased and
continuing disruptions going forward, present considerable risks to our business and revenue. Changes in the
macroeconomic environment have resulted, and may continue to result, in fluctuations in volumes, pricing and
operating margins for our services. In addition, if consumer demand for financial services and products and the
number of credit applications decrease, the demand for our services could also be materially reduced. High
inflation levels has a negative impact on our business by decreasing demand for credit due to slower consumer
spending on non-essential goods and services and due to the Federal Reserve raising interest rates to combat
inflation. Continued inflation and additional interest rate increases could further materially impact our business.
These types of disruptions could lead to a decline in the volumes of services we provide our customers and could
negatively impact our revenue and results of operations.
We are subject to significant competition in the markets in which we operate and we may face significant
competition in the new markets that we plan to enter.
The markets for our services are highly competitive, and we may not be able to compete successfully against our
competitors, which could impair our ability to sell our services. We compete on the basis of differentiated
solutions, datasets, analytics capabilities, ease of integration with our customers’ technology, stability of services,
customer relationships, innovation and price. Our regional and global competitors vary in size, financial and
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technical capability, and in the scope of the products and services they offer. Some of our competitors may be
better positioned to develop, promote and sell their products. Larger competitors may benefit from greater cost
efficiencies and may be able to win business simply based on pricing. We consistently face downward pressure
on the pricing of our products, which could result in reduced prices for certain products, or a loss of market
share. Our competitors may also be able to respond to opportunities before we do, by taking advantage of new
technologies, changes in customer requirements or market trends.
Our Consumer Interactive segment experiences competition from emerging companies. In the past several years,
there has been an influx of other companies offering similar services to ours, free of charge. These developments
have resulted in increased competition.
Many of our competitors have extensive customer relationships, including relationships with our current and
potential customers. New competitors, or alliances among competitors, may emerge and gain significant market
share. Existing or new competitors may develop products and services that are superior to ours or that achieve
greater market acceptance. If we are unable to respond to changes in customer requirements as quickly and
effectively as our competition, our ability to expand our business and sell our services may be adversely affected.
Our competitors may be able to sell services at lower prices than we do, individually or as part of integrated
suites of several related services. This ability may cause our customers to purchase from our competitors rather
than from us. Price reductions by our competitors could also negatively impact our operating margins or harm
our ability to obtain new long-term contracts or renewals of existing contracts on favorable terms. Additionally,
some of our customers may develop products of their own that replace the products they currently purchase from
us, which would result in lower revenue.
We also expect that there will be significant competition in the new markets that we enter. We cannot assure you
that we will be able to compete effectively against current and future competitors. If we fail to successfully
compete, our business, financial condition and results of operations may be adversely affected.
To the extent the availability of free or relatively inexpensive consumer information increases, the demand for
some of our services may decrease.
Public and commercial sources of free or relatively inexpensive consumer information have become increasingly
available and this trend is expected to continue. Public and commercial sources of free or relatively inexpensive
consumer information, including free credit information from lead generation companies and from banks, may
reduce demand for our services. Beginning in April 2020, we began offering free credit reports on a weekly
basis. To the extent that our customers choose not to obtain services from us and instead rely on information
obtained at little or no cost from these public and commercial sources, our business, financial condition and
results of operations may be adversely affected.
Our relationships with key long-term customers may be materially diminished or terminated.
We have long-standing relationships with a number of our customers, many of whom could unilaterally terminate
their relationship with us or materially reduce the amount of business they conduct with us at any time. Our
customer agreements relating to our core credit reporting service offered through our U.S. Markets segment are
terminable upon advance written notice (typically ranging from 30 days to six months) by either us or the
customer, which provides our customers with the opportunity to renegotiate their contracts with us or to award
more business to our competitors.
We also provide our services to business partners who may combine them with their own or other branded
services to be offered as a bundle to consumers, governmental agencies and businesses in support of fraud or
credit protection, credit monitoring, identity authentication, insurance or credit underwriting, and collections.
Some of these partners are the largest providers of credit information or identity protection services to the U.S.
consumer market.
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Market competition, business requirements, financial condition and consolidation through mergers or
acquisitions, could adversely affect our ability to continue or expand our relationships with our customers and
business partners. There is no guarantee that we will be able to retain or renew existing agreements, maintain
relationships with any of our customers or business partners on acceptable terms or at all, or collect amounts
owed to us from insolvent customers or business partners. The loss of one or more of our major customers or
business partners could adversely affect our business, financial condition and results of operations.
If we are unable to develop successful new services in a timely manner, or if the market does not adopt our
new services, our ability to maintain or increase our revenue could be adversely affected.
In order to keep pace with customer demands for increasingly sophisticated service offerings, to sustain
expansion into growth industries and to maintain our profitability, we must continue to innovate and introduce
new services to the market. The process of developing new services is complex and uncertain. Our industry
solutions require extensive experience and knowledge from within the relevant industry. We must commit
significant resources to this effort before knowing whether the market will accept new service offerings.
Additionally, our business strategy is dependent on our ability to expand into new markets and to bring new
products to market. We may not successfully enter into new markets or execute on our new services because of
challenges in planning or timing, technical hurdles, difficulty in predicting market demand, changes in regulation
or a lack of appropriate resources. Additionally, even if we successfully develop new products, our existing
customers might not accept these new products or new markets might not adopt our products due to operational
constraints, high switching costs or general lack of market readiness. Failure to successfully introduce new
services to the market could adversely affect our reputation, business, financial condition and results of
operations.
If our outside service providers and key vendors are not able to or do not fulfill their service obligations, our
operations could be disrupted and our operating results could be harmed.
We depend on a number of service providers and key vendors such as telecommunication companies, software
engineers, data processors, software and hardware vendors and providers of credit score algorithms, who are
critical to our operations. These service providers and vendors are involved with our service offerings,
communications and networking equipment, computer hardware and software and related support and
maintenance. Although we have implemented service-level agreements and have established monitoring controls,
our operations could be disrupted if we do not successfully manage relationships with our service providers, if
they do not perform or are unable to perform agreed-upon service levels, or if they are unwilling to make their
services available to us at reasonable prices. If our service providers and vendors do not perform their service
obligations, it could adversely affect our reputation, business, financial condition and results of operations.
There may be further consolidation in our end-customer markets, which may adversely affect our revenues.
There has been, and we expect there will continue to be, merger, acquisition and consolidation activity in our
customer markets. If our customers merge with, or are acquired by, other entities that are not our customers, or
that use fewer of our services, our revenue may be adversely impacted. In addition, industry consolidation could
affect the base of recurring transaction-based revenue if consolidated customers combine their operations under
one contract, since most of our contracts provide for volume discounts. In addition, our existing customers might
leave certain geographic markets, which would no longer require them to purchase certain products from us and,
consequently, we would generate less revenue than we currently expect.
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Risks Related to Technology and Cybersecurity
Data security and integrity are critically important to our business, and cybersecurity incidents, including
cyberattacks, breaches of security, unauthorized access to or disclosure of our intellectual property or
confidential information, business disruption, or the perception that confidential information is not secure,
could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant
harm to our reputation.
As a global consumer credit reporting agency and provider of risk and information solutions, we collect, store
and transmit a large amount of sensitive and confidential consumer information on over one billion consumers,
including financial information, personally identifiable information and protected health information. We also
rely heavily on computer systems, hardware, software, technology infrastructure and online sites and networks
for both internal and external operations that are critical to our business. We face significant and evolving
cybersecurity risks that threaten the confidentiality, integrity and availability of our systems and data including
unintentional events and deliberate attacks by third parties or insiders, such as the exploitation of “bugs” or
security vulnerabilities in software and hardware and sophisticated attack methods such as ransomware. These
cyberattacks can take many forms, but they typically have one or more of the following objectives, among
others:
• obtain unauthorized access to confidential data such as personal information;
• manipulate or destroy data;
• disrupt, sabotage or degrade service on our systems; or
• affect our operations or data through attacks on third-party business partners or service providers.
We experience numerous attempts to access our computer systems, software, networks, data and other
technology assets on a daily basis. We have also experienced cyberattacks and other security incidents, and
expect that such attacks and incidents will continue in varying degrees in the future. To date, none of these
attacks or incidents has had a material impact on our business, operations or financial results. However, there can
be no assurance that future attacks will be immaterial and even immaterial incidents may adversely impact us.
For example, in March 2022, a criminal third party obtained access to a TransUnion South Africa server and
certain customer personally identifiable information through misuse of an authorized client’s credentials. We
promptly initiated our response processes, implemented technical containment measures, engaged cybersecurity
and forensic experts and launched an investigation. As a precautionary measure, TransUnion South Africa
temporarily took certain elements of our services offline, all of which have been resumed.
The security and protection of non-public consumer information is TransUnion’s top priority. However, there can
be no assurance that our cybersecurity risk management program and processes, including our controls, will be
fully implemented, complied with or effective. We cannot assure you that our systems, databases and services
will not be compromised or disrupted in the future, whether as a result of deliberate attacks by malicious actors,
breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing
computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural
disasters or other catastrophic events.
Further, it is possible that we may acquire a company that has experienced a security incident or has security
vulnerabilities that the acquired company has yet to discover, investigate and remediate. While we execute
security due diligence in these transactions, it is possible that neither the acquired company nor TransUnion may
identify these issues in a timely manner, which could spread more broadly to other parts of TransUnion during
the integration effort.
Highly publicized cybersecurity incidents, including the data incident announced by Equifax on September 7,
2017, and more recently, the December 13, 2020 announcement by SolarWinds that its software supply chain
was compromised, have heightened consumer, legislative and regulatory awareness of cybersecurity risks. These
events continue to embolden individuals or groups to target our systems more aggressively.
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The preventive actions we take to address cybersecurity risk, including protection of our systems and networks,
may be insufficient to repel or mitigate the effects of cyberattacks in the future as it may not always be possible
to anticipate, detect or recognize threats to our systems, or to implement effective preventive measures against all
cybersecurity risks. This is because, among other things:
• the techniques used in cyberattacks change frequently and are increasingly sophisticated (including due
to attacker’s use of artificial intelligence), and may not be recognized until after the attacks have
succeeded;
• cyberattacks can originate from a wide variety of sources, including sophisticated threat actors
involved in organized crime, sponsored by nation-states, or linked to terrorist or hacktivist
organizations; and
• third parties may seek to gain access to our systems either directly or using equipment or security
passwords belonging to employees, customers, third-party service providers or other users (such as
through social engineering and phishing attacks).
Unauthorized disclosure, loss or corruption of our data or inability of our customers to access our systems could
disrupt our operations, subject us to substantial regulatory and legal proceedings (including class actions) and
potential liability, result in a material loss of business and/or significantly harm our reputation.
We may not be able to timely address the consequences of a cybersecurity incident because a successful breach
of our computer systems, software, networks or other technology assets could occur and persist for an extended
period of time before being detected due to, among other things:
• the breadth and complexity of our operations and the high volume of transactions that we process;
• the large number of customers, counterparties and third-party service providers with which we do
business;
• the proliferation and increasing sophistication of cyberattacks;
• the possibility that a malicious third party compromises the software, hardware or services that we
procure from a service provider unbeknownst to both the provider and to TransUnion; and
• the possibility that a third party, after establishing a foothold on an internal network without being
detected, might obtain access to other networks and systems.
The extent of a particular cybersecurity incident and the steps that we may need to take to investigate it may not
be immediately clear, and it may take a significant amount of time before such an investigation can be completed
and full and reliable information about the incident is known. While such an investigation is ongoing, we may
not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be
repeated or compounded before they are discovered and remediated, any or all of which could further increase
the costs and consequences of a cybersecurity incident.
Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies around
the world have adopted consumer notification and other requirements in the event that consumer information is
accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of
such data are possible. For example, in the United States, we are subject to federal and state laws that provide for
more than 50 disparate notification regimes, some of which also provide for statutory damages and private rights
of action for plaintiffs who experience certain types of data breaches. In the event of unauthorized access, our
failure to comply with the complexities of these various regulations could subject us to regulatory scrutiny and
additional liability.
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We may be unable to adequately anticipate, prevent or mitigate damage resulting from increasingly
sophisticated methods of illegal or fraudulent activities committed against us, which could harm our business,
financial condition and results of operations and could significantly harm our reputation.
The defensive measures that we take to manage threats, especially cyber-related threats, to our business may not
adequately anticipate, prevent or mitigate harm we may suffer from such threats. Criminals use evolving and
increasingly sophisticated methods of perpetrating illegal and fraudulent activities. For example, in September
2020, TransUnion experienced a series of Distributed Denial of Service (“DDoS”) attacks. While these attacks
did not result in any unauthorized access to data or systems, there was disruption to TransUnion’s normal
operations including degraded customer response time, intermittent timeouts and degraded internal information
technology services utilized by TransUnion associates. TransUnion deploys a number of defensive measures to
mitigate DDoS attacks, but persistent attackers can challenge these protections.
Also, in July 2019, TransUnion Limited, a Hong Kong entity in which the Company holds a majority interest,
was a victim of a fraud incident that occurred in July 2019 in our Asia Pacific region involving employee
impersonation and fraudulent requests that successfully targeted TransUnion Limited, which resulted in a series
of fraudulently induced wire transfers totaling $17.8 million, a portion of which has been subsequently
recovered.
Fraudulent activities committed against us could disrupt our operations, have an adverse effect on our financial
results, subject us to substantial legal proceedings and potential liability, result in a material loss of business and/
or significantly harm our reputation.
If we experience system failures, personnel disruptions or capacity constraints, or our customers do not
modify their systems to accept new releases of our distribution programs, the delivery of our services to our
customers could be delayed or interrupted, which could harm our business and reputation and result in the
loss of revenues or customers.
Our ability to provide reliable service largely depends on our ability to maintain the efficient and uninterrupted
operation of our computer network, systems and data centers, some of which have been outsourced to third-party
providers. In addition, we generate a significant amount of our revenues through channels that are dependent on
links to telecommunications providers. Our systems, personnel and operations could be exposed to damage or
interruption from fire, natural disasters, pandemic illness, power loss, war, terrorist acts, civil disobedience,
telecommunication failures, computer viruses, DDoS attacks or human error. We may not have sufficient
redundant operations to cover a loss or failure of our systems in a timely manner. Any significant interruption
could severely harm our business and reputation and result in a loss of revenue and customers. Additionally,
from time to time we send our customers new releases of our distribution programs, some of which contain
security updates. Any failure by our customers to install these new releases could expose our customers to
computer security risks.
We could lose our access to data sources which could prevent us from providing our services.
Our services and products depend extensively upon continued access to and receipt of data from external sources,
including data received from customers, strategic partners and various government and public records
repositories. In some cases, we compete with our data providers. Our data providers could stop providing data,
provide untimely data or increase the costs for their data for a variety of reasons, including a perception that our
systems are insecure as a result of a data security incidents, budgetary constraints, a desire to generate additional
revenue or for regulatory or competitive reasons. We could also become subject to increased legislative,
regulatory or judicial restrictions or mandates on the collection, disclosure or use of such data, in particular if
such data is not collected by our providers in a way that allows us to legally use the data. If we were to lose
access to this external data or if our access or use were restricted or were to become less economical or desirable,
our ability to provide services could be negatively impacted, which would adversely affect our reputation,
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business, financial condition and results of operations. We cannot provide assurance that we will be successful in
maintaining our relationships with these external data source providers or that we will be able to continue to
obtain data from them on acceptable terms or at all. Furthermore, we cannot provide assurance that we will be
able to obtain data from alternative sources if our current sources become unavailable.
If we fail to maintain and improve our systems, our data matching technology, and our interfaces with data
sources and customers, demand for our services could be adversely affected.
In our markets, there are continuous improvements in computer hardware, network operating systems,
programming tools, programming languages, operating systems, data matching, data filtering and other database
technologies and the use of the internet. These improvements, as well as changes in customer preferences or
regulatory requirements, may require changes in the technology used to gather and process our data and deliver
our services. Our future success will depend, in part, upon our ability to:
• internally develop and implement new and competitive technologies;
• use leading third-party technologies effectively;
• respond to changing customer needs and regulatory requirements, including being able to bring our
new products to the market quickly; and
• transition customers and data sources successfully to new interfaces or other technologies.
We cannot provide assurance that we will successfully implement new technologies, cause customers or data
furnishers to implement compatible technologies or adapt our technology to evolving customer, regulatory and
competitive requirements. If we fail to respond, or fail to cause our customers or data furnishers to respond, to
changes in technology, regulatory requirements or customer preferences, the demand for our services, the
delivery of our services or our market reputation could be adversely affected. Additionally, our failure to
implement important updates could affect our ability to successfully meet the timeline for us to generate cost
savings resulting from our investments in improved technology. Failure to achieve any of these objectives would
impede our ability to deliver strong financial results.
Risks Related to Laws, Regulations and Government Oversight
Our business is subject to various governmental regulations, laws and orders, compliance with which may
cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the
failure to comply with which could subject us to civil or criminal penalties or other liabilities.
Our businesses are subject to regulation under the FCRA, the GLBA, the DPPA, HIPAA, HITECH, the Dodd-
Frank Act, the FTC Act and various other international, federal, state and local laws and regulations. See
“Business-Legal and Regulatory Matters” for a description of select regulatory regimes to which we are subject.
These laws and regulations, which generally are designed to protect the privacy of the public and to prevent the
misuse of personal information available in the marketplace, are complex, change frequently and have tended to
become more stringent over time. We already incur significant expenses to ensure compliance with these laws.
Currently, public concern is high with regard to the operation of consumer reporting agencies in the United
States, as well as the collection, use, accuracy, correction and sharing of personal information, including Social
Security numbers, dates of birth, financial information, medical information, department of motor vehicle data
and other personal data.
In addition, many consumer advocates, privacy advocates, legislatures and government regulators believe that
existing laws and regulations do not adequately protect privacy and have become increasingly concerned with the
collection and use of this type of personal information. As a result, thirteen U.S. states have passed
comprehensive privacy legislation intended to provide consumers with greater transparency and control over
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their personal information by providing consumers with certain rights, such as the right to know what personal
information is being collected about them, and the right to access, delete, correct, or opt out of the sale of their
personal information. The original California Consumer Privacy Act became effective in 2020, with amendments
in the California Privacy Rights Act effective in 2023. Similar laws in Colorado, Connecticut, Utah and Virginia
became effective over the course of 2023. Similar laws in Delaware, Indiana, Iowa, Montana, Oregon, New
Jersey, Tennessee, and Texas take effect over the course of 2024 to 2026. While these laws include specific
exemptions for practices and activities regulated by FCRA, GLBA, HIPAA and DPPA, including our credit
reporting business, they apply to other portions of our business that are not regulated by these laws.
Public concern regarding identity theft also has led to more transparency for consumers as to what is in their
credit reports. We provide credit reports and scores and monitoring services to consumers for a fee, and this
income stream could be reduced or restricted by legislation that requires us to provide these services to
consumers free of charge. For example, under U.S. federal law today, we are required to provide consumers with
one credit report per year free of charge, and beginning in April 2020, we began offering consumers free weekly
credit reports.
The following legal and regulatory developments also could have a material adverse effect on our business,
financial condition or results of operations:
• amendment, enactment or interpretation of laws and regulations that restrict the access and use of
personal information and reduce the availability or effectiveness of our solutions or the supply of data
available to customers;
• changes in governmental, cultural and consumer attitudes in favor of further restrictions on information
collection and sharing, which may lead to regulations that prevent full utilization of our solutions;
• failure of data suppliers or customers to comply with laws or regulations, where mutual compliance is
required;
• failure of our solutions to comply with current laws and regulations; and
• failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective
manner.
Changes in applicable legislation or regulations that restrict or dictate how we collect, maintain, combine and
disseminate information, or that require us to provide services to consumers or a segment of consumers without
charge, could adversely affect our business, financial condition or results of operations. Evolutions in consumer
finance regulatory requirements or market practices involving our customers also might negatively affect our
businesses and the markets into which we sell. For instance, the Federal Housing Finance Agency and various
government sponsored entities continue to evaluate permitting mortgage originators to underwrite loans using
only two credit reports, rather than the current mandate to use a credit report from each of the three national
consumer reporting agencies. In the future, we may be subject to significant additional expense to ensure
continued compliance with applicable laws and regulations and to investigate, defend or remedy actual or alleged
violations. Any failure by us to comply with applicable laws or regulations could also result in significant
liability to us, including liability to private plaintiffs as a result of individual or class action litigation, or may
result in the cessation of our operations or portions of our operations or impositions of fines and restrictions on
our ability to carry on or expand our operations. Moreover, our compliance with privacy laws and regulations and
our reputation depend in part on our customers’ adherence to privacy laws and regulations and their use of our
services in ways consistent with consumer expectations and regulatory requirements. Certain of the laws and
regulations governing our business are subject to interpretation by judges, juries and administrative entities,
creating substantial uncertainty for our business. We cannot predict what effect the interpretation of existing or
new laws or regulations may have on our business. See “Business-Legal and Regulatory Matters.”
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The CFPB has supervisory and examination authority over our business and may initiate enforcement actions
with regard to our compliance with federal consumer financial laws. Actions by the CFPB or other regulators
against us or our executives could result in increased operating costs, reputational harm, payment of damages
and civil money penalties, injunctive relief and/or restitution, any of which could have a material adverse
effect on our business, results of operations and financial condition.
The CFPB has broad authority over our business. This includes authority to issue regulations under federal
consumer financial protection laws, such as under FCRA and other laws applicable to us and our financial
customers. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its
regulatory, supervisory and enforcement authority.
The CFPB conducts examinations and investigations, and may issue subpoenas and bring civil actions in federal
court for violations of the federal consumer financial laws including FCRA. In these proceedings, the CFPB can
seek relief that includes: rescission or reformation of contracts, restitution, disgorgement of profits, payment of
damages, limits on activities and civil money penalties of up to $1.0 million per day for knowing violations. The
CFPB conducts periodic examinations of us and the consumer credit reporting industry, which could result in
new regulations or enforcement actions or proceedings. Actions by the CFPB could result in requirements to alter
or cease offering affected products and services, making them less attractive and restricting our ability to offer
them.
For example, in January 2017, as part of a Consent Order entered into with the CFPB, we agreed among other
things, to implement certain practice changes in the way we advertise, market and sell products and services
offered directly to consumers. In June 2021, we received a Notice and Opportunity to Respond and Advise
(“NORA”) letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether
to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter
alleged that we failed to comply with and timely implement the January 2017 Consent Order (the “2017 Consent
Order”), and further alleged additional violations related to TransUnion Interactive Inc.’s marketing practices. On
April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit
against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former
President of our Consumer Interactive business, John Danaher, seeking restitution, civil money penalties, and
injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order and
engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, among other
allegations. The CFPB further alleges that Mr. Danaher violated the 2017 Consent Order and that we and Trans
Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the 2017 Consent Order
and the law. We are currently in active litigation with the CFPB on this matter. As of December 31, 2023, we
have an accrued liability of $56.0 million in connection with this matter and there is a reasonable possibility that
a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse
effect on our results of operations and financial condition.
See Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 23, “Contingencies” for information regarding the CFPB matter.
Additionally, in March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s
Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to
our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The
NORA letter alleged that Trans Union LLC and TURSS violated the FCRA by failing to (i) follow reasonable
procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to
consumers the sources of such information. On July 27, 2022, the CFPB’s Enforcement Division advised us that
it had obtained authority to pursue an enforcement action jointly with the FTC. On October 5, 2023, we reached a
settlement in the form of a Consent Order with the CFPB and the FTC regarding this matter, pursuant to which
we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties and implement certain
business process changes. As of December 31, 2023, the settlement was paid in full to the CFPB.
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In August 2022, the TU Entities received a NORA letter from the CFPB, informing us that the CFPB’s
Enforcement Division was considering whether to recommend that the CFPB take legal action against us
following an investigation relating to potential violations of law related to the placement and lifting of security
freezes resulting from certain system issues. We have corrected associated system issues and have processes in
place to monitor and address issues going forward. On April 14, 2023, the CFPB’s Enforcement Division advised
us that it had obtained authority to pursue an enforcement action. On October 10, 2023, we reached a settlement
in the form of a Consent Order with the CFPB regarding this matter, pursuant to which we agreed to pay
$3.0 million in redress and $5.0 million in civil penalties. As of December 31, 2023, the settlement was paid in
full to the CFPB.
Recently, the consumer reporting industry has been subject to heightened scrutiny. Based in part on public
comments by CFPB officials, we believe that this trend is likely to continue and could result in more regulatory
and legislative scrutiny of the practices of our industry and additional regulatory enforcement actions and
litigation, which could adversely affect our business and results of operations.
Our compliance costs and legal and regulatory exposure could increase materially if we are targeted by the CFPB
for additional enforcement actions, or if the CFPB or other regulators enact new regulations, change regulations
that were previously adopted, modify through supervision or enforcement past regulatory guidance, or interpret
existing regulations in a manner different or stricter than have been previously interpreted. For example, the
CFPB recently issued guidance that indicates increased focus on consumer reporting agencies’ compliance with
the accuracy and dispute obligations under the FCRA with respect to rental information. Although we have
committed resources to enhancing our risk and compliance programs, actions by the CFPB or other regulators
against us or our current or former executives could result in increased operating costs, reputational harm,
payment of damages and civil monetary penalties, injunctive relief and/or restitution, any of which could have a
material adverse effect on our business, results of operations and financial condition.
Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our
business.
The Office of the Comptroller of the Currency’s (the “OCC”) guidance to national banks and federal savings
associations on assessing and managing risks associated with third-party relationships, which include all business
arrangements between a bank and another entity, by contract or otherwise, requires banks to exercise
comprehensive oversight throughout each phase of a bank’s business arrangement with third-party service
providers, and instructs banks to adopt risk management processes commensurate with the level of risk and
complexity of its third-party relationships. The OCC expects especially rigorous oversight of third-party
relationships that involve certain “critical activities,” which include significant bank functions or significant
shared services or other activities that could have a major impact on a bank’s operations. In light of this
guidance, our existing or potential financial services customers subject to OCC regulation may continue to revise
their third-party risk management policies and processes and the terms on which they do business with us, which
may adversely affect our relationship with such customers.
The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which we are
involved, in which we may become involved, or in which our customers or competitors are involved could
subject us to significant monetary damages or restrictions on our ability to do business.
Legal proceedings arise frequently as part of the normal course of our business. These may include individual
consumer cases, class action lawsuits and inquiries, investigations, examinations, regulatory proceedings or other
actions brought by federal or state authorities or by consumers. The scope and outcome of these proceedings is
often difficult to assess or quantify. Plaintiffs in lawsuits may seek recovery of large amounts and the cost to
defend such litigation may be significant. There may also be adverse publicity and uncertainty associated with
investigations, litigation and orders (whether pertaining to us, our customers or our competitors) that could
decrease customer acceptance of our services or result in material discovery expenses. In addition, a court-
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ordered injunction or an administrative cease-and-desist order or settlement may require us to modify our
business practices or may prohibit conduct that would otherwise be legal and in which our competitors may
engage. Many of the technical and complex statutes to which we are subject, including state and federal credit
reporting, medical privacy and financial privacy requirements, may provide for civil and criminal penalties and
may permit consumers to maintain individual or class action lawsuits against us and obtain statutorily prescribed
damages. Additionally, our customers might face similar proceedings, actions or inquiries, which could affect
their business and, in turn, our ability to do business with those customers. While we do not believe that the
outcome of any pending or threatened legal proceeding, investigation, examination or supervisory activity will
have a material adverse effect on our financial position, such events are inherently uncertain and adverse
outcomes could result in significant monetary damages, penalties or injunctive relief against us.
See Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 23, “Contingencies” for information regarding our legal proceedings.
Risks Related to Global Operations
Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the
United States is subject to economic, political and other inherent risks, which could adversely impact our
growth rate and financial performance.
Over the last several years, we have derived a growing portion of our revenues from customers outside the
United States, and it is our intent to continue to expand our international operations. We have sales and technical
support personnel in numerous countries worldwide. We expect to continue to add personnel internationally to
expand our abilities to deliver differentiated services to our international customers. Expansion into international
markets will require significant resources and management attention and will subject us to new regulatory,
economic and political risks. Moreover, the services we offer in developed and emerging markets must match our
customers’ demand for those services. Due to price, limited purchasing power and differences in the
development of consumer credit markets, there can be no assurance that our services will be accepted in any
particular developed or emerging market, and we cannot be sure that our international expansion efforts will be
successful. The results of our operations and our growth rate could be adversely affected by a variety of factors
arising out of international commerce, some of which are beyond our control. These factors include:
• 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;
• the presence and acceptance of varying level of business corruption in international markets;
• varying business practices in foreign countries; and
• reduced protection for intellectual property rights.
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For example, in 2023, reported revenue from our International segment increased 9.2% including the impact of
foreign currencies, or 12.2% on a constant currency basis which excludes the impact of foreign currencies. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations-Twelve Months
Ended December 31, 2023, 2022 and 2021-Revenue-International Segment.” As we continue to expand our
business, our success will partially depend on our ability to anticipate and effectively manage these and other
risks. Our failure to manage these risks could adversely affect our business, financial condition and results of
operations.
We face geopolitical and other risks associated with our international operations, which could materially
adversely impact our results of operations and our financial condition.
We conduct operations in over 30 countries and, in the fiscal year ended December 31, 2023, approximately
21.1% of our revenue was derived from our international operations, which subjects us to various risks inherent
in global operations. We may conduct business in additional foreign jurisdictions in the future, which may carry
operational risks. At any particular time, our global operations may be affected by local changes in laws,
regulations, and political and economic environments, including inflation, recession, currency volatility, and
competition, as well as business and operational decisions made by joint venture partners.
Furthermore, geopolitical dynamics caused by political, economic, social or other conditions in foreign countries
and regions may impact our business and results of operations. Significantly higher and sustained rates of
inflation, with subsequent increases in operational costs, could have a material adverse effect on our business,
financial position and results of operations. The continued threat of terrorism and heightened security and
military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing
conflicts in Ukraine and between Israel and Hamas), and other events (such as economic sanctions and trade
restrictions, including those related to the ongoing Russia and Ukraine conflict and in the Middle East) may
cause further disruptions to the economies of the United States and other countries and create further
uncertainties or could otherwise negatively impact our business, operating results, and financial condition.
Changes or uncertainty in U.S. policies or policies in other countries and regions in which we do business,
including any changes or uncertainty with respect to U.S. or international trade policies or tariffs, also can disrupt
our global operations, as well as our customers and suppliers, in a particular location and may require us to spend
more money to source certain products or materials that we purchase. Any of these factors could adversely affect
our business, financial position, and results of operations.
Risks Related to Intellectual Property
We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to
lose market share or force us to reduce our prices. We also rely on trade secrets and other forms of unpatented
intellectual property that may be difficult to protect.
Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology and
services. If we are unable to protect our intellectual property, including trade secrets and other unpatented
intellectual property, our competitors could use our intellectual property to market and deliver similar services,
decreasing the demand for our services. We rely on the patent, copyright, trademark, trade secret and other
intellectual property laws of the United States and other countries, as well as contractual restrictions, such as
nondisclosure agreements, to protect and control access to our proprietary intellectual property. These measures
afford limited protection, however, and may be inadequate. We may be unable to prevent third parties from using
our proprietary assets without our authorization or from breaching any contractual restrictions with us. Enforcing
our rights could be costly, time-consuming, distracting and harmful to significant business relationships. Claims
that a third party illegally obtained and is using trade secrets can be difficult to prove, and courts outside the
United States may be less willing to protect trade secrets. Additionally, others may independently develop
non-infringing technologies that are similar or superior to ours. Any significant failure or inability to adequately
protect and control our proprietary assets may harm our business and reduce our ability to compete.
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We may face claims for intellectual property infringement, which could subject us to monetary damages or
limit us in using some of our technologies or providing certain services.
There has been substantial litigation in the United States regarding intellectual property rights in the information
technology industry. We cannot be certain that we do not infringe on the intellectual property rights of third
parties, including the intellectual property rights of third parties in other countries, which could result in a
liability to us. Historically, patent applications in the United States and some foreign countries have not been
publicly disclosed until eighteen months following submission of the patent application, and we may not be
aware of currently filed patent applications that relate to our products or processes. If patents are later issued on
these applications, we may be liable for infringement. In the event that claims are asserted against us, we may be
required to obtain licenses from third parties (if available on acceptable terms or at all). Any such claims,
regardless of merit, could be time consuming and expensive to litigate or settle, divert the attention of
management and materially disrupt the conduct of our business, and we may not prevail. Intellectual property
infringement claims against us could subject us to liability for damages and restrict us from providing services or
require changes to certain products or services. Although our policy is to obtain licenses or other rights where
necessary, we cannot provide assurance that we have obtained all required licenses or rights. If a successful claim
of infringement is brought against us and we fail to develop non-infringing products or services, or to obtain
licenses on a timely and cost-effective basis, our reputation, business, financial condition and results of
operations could be adversely affected.
Risks Related to Our Growth Strategy
When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we face
risks that may adversely affect our business.
We have acquired and may continue to acquire or make investments in businesses that offer complementary
services and technologies. Acquisitions may not be completed on favorable terms and acquired assets, data or
businesses may not be successfully integrated into our operations. Even if we devote substantial management
attention and resources to integrating acquired businesses in order to fully realize the anticipated benefits of such
acquisitions, the businesses and assets acquired may not be successful or continue to grow at the same rate as
when operated independently or may require greater resources and investments than we originally anticipated.
Acquisitions involve significant risks and uncertainties, including:
• 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, including loss of sales;
• distracting management focus from our existing businesses;
• assumption of unanticipated or contingent 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.
We have divested our Healthcare business and may in the future divest certain assets or businesses that no longer
fit with our growth strategy. Divestitures involve significant risks and uncertainties, including:
• disrupting our ongoing businesses;
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• failure to effectively transfer liabilities, contracts, facilities and employees to buyers;
• reducing our revenues;
• losing key personnel;
• distracting management focus from our existing businesses;
• the possibility that we will become subject to third-party claims arising out of such divestiture;
• 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.
These risks could harm our business, financial condition or results of operations, particularly if they occur in the
context of a significant acquisition or divestiture. In addition, changes in laws and regulations following a
significant acquisition or divestiture could adversely impact our business, financial condition, results of
operations and growth prospects. Acquisitions of businesses having a significant presence outside the United
States will increase our exposure to the risks of conducting operations in international markets.
Further, we are required to assess the effectiveness of the internal control over financial reporting for companies
we acquire pursuant to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). In order to comply with the
Sarbanes-Oxley Act, we will need to implement or enhance internal control over financial reporting at any
company we acquire, and we may identify control deficiencies that require remediation as part of our evaluation
and testing of internal controls. Companies we acquire may not have had previous public reporting obligations
and therefore may not have instituted or evaluated internal controls in the context of the Sarbanes-Oxley Act.
Implementing, enhancing, or remediating effective internal controls as part of our integration of acquired
companies may be time-consuming and we may encounter difficulties assimilating or integrating internal
controls. We may be required to hire or engage additional resources and incur substantial costs to implement the
necessary new internal controls as part of our acquisition activities. Any failure to implement and maintain
effective internal control over financial reporting could result in material weaknesses or significant deficiencies
in our internal controls, and could result in a material misstatement of our financial statements or otherwise cause
us to fail to meet our financial reporting obligations, which could have an adverse effect on our business,
financial condition, results of operations, or stock price.
We depend, in part, on strategic alliances, joint ventures and acquisitions to grow our business. If we are
unable to make strategic acquisitions and develop and maintain these strategic alliances and joint ventures,
our growth may be adversely affected.
An important focus of our business is to identify business partners who can enhance our services and enable us to
develop solutions that differentiate us from our competitors. We have entered into several alliance agreements or
license agreements with respect to certain of our datasets and services and may enter into similar agreements in
the future. These arrangements may require us to restrict our use of certain of our technologies among certain
customer industries, or to grant licenses on terms that ultimately may prove to be unfavorable to us, either of
which could adversely affect our business, financial condition or results of operations. Relationships with our
alliance agreement partners may include risks due to incomplete information regarding the marketplace and
commercial strategies of our partners, and our alliance agreements or other licensing agreements may be the
subject of contractual disputes. If we or our alliance agreements’ partners are not successful in maintaining or
commercializing the alliance agreements’ services, such commercial failure could adversely affect our business.
In addition, a significant strategy for our international expansion is to establish operations through strategic
alliances or joint ventures with local financial institutions and other partners. We cannot provide assurance that
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these arrangements will be successful or that our relationships with our partners will continue to be mutually
beneficial. If these relationships cannot be established or maintained, it could negatively impact our business,
financial condition and results of operations. Moreover, our ownership in and control of our foreign investments
may be limited by local law.
We also selectively evaluate and consider acquisitions as a means of expanding our business and entering into
new markets. We may not be able to acquire businesses we target due to a variety of factors such as competition
from companies that are better positioned to make the acquisition. Our inability to make such strategic
acquisitions could restrict our ability to expand our business and enter into new markets which would limit our
ability to generate future revenue growth. Additionally, given some of our equity interests in various companies,
we may be limited in our ability to require or influence such companies to make acquisitions or take other actions
that we believe to be in our or their best interests. Our inability to take such actions could have a material impact
on our revenues or earnings.
Risks Related to Our Indebtedness
We have a substantial amount of debt which could adversely affect our financial position and prevent us from
fulfilling our obligations under the debt instruments.
As of December 31, 2023, the book value of our debt was approximately $5,340.4 million consisting of
outstanding borrowings under Trans Union LLC’s senior secured credit facility. We may also incur significant
additional indebtedness in the future. Our substantial indebtedness may:
• make it difficult for us to satisfy our financial obligations, including with respect to our 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 ability to pay dividends;
• limit our flexibility to plan for, or react to, changes in our business and industry;
• place us at a competitive disadvantage compared with our less-leveraged competitors; and
• increase our vulnerability to the impact of adverse economic and industry conditions.
In addition, the credit agreement governing Trans Union LLC’s senior secured credit facility contains restrictive
covenants that may limit our ability to engage in activities that may be in our long-term best interest. Our failure
to comply with those covenants could result in an event of default which, if not cured or waived, could result in
the acceleration of substantially all of our debt.
Lastly, in the United States, the Secured Overnight Financing Rate (“SOFR”) has replaced the London Inter-
Bank Offered Rate (“LIBOR”), as of June 2023 for U.S. dollar-denominated LIBOR-benchmarked obligations.
Because SOFR is a backward-looking, fully secured overnight rate and LIBOR is a forward-looking, unsecured
rate, SOFR is likely to be lower than LIBOR on most dates, and any spread adjustment applied by market
participants to alleviate any mismatch during a transition period will be subject to methodology that remains
undefined. The discontinuation of LIBOR and the transition to SOFR or other benchmark rates could have an
unpredictable impact on contractual mechanics in the credit markets or result in disruption to the broader
financial markets, including causing interest rates under our current or future agreements to perform differently
than in the past, which could have an adverse effect on our results of operations.
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Despite our current level of indebtedness, we may still be able to incur additional indebtedness. This could
further the risks associated with our substantial indebtedness.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the
credit agreement govern our debt limit, but do not prohibit, us or our subsidiaries from incurring additional
indebtedness, and any additional indebtedness incurred in compliance with these restrictions could be substantial.
If we incur any additional debt, the priority of that debt may impact the ability of existing debt holders to share
ratably in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or
other winding-up of us, subject to collateral arrangements. These restrictions will also not prevent us from
incurring obligations that do not constitute indebtedness. We also have the ability to request incremental loans on
the same terms under the existing senior secured credit facility up to the greater of $1.0 billion and 100% of
consolidated EBITDA and may incur additional incremental loans so long as the senior secured net leverage ratio
does not exceed 4.25 to 1.0, subject to certain additional conditions and commitments by existing or new lenders
to fund any additional borrowings. If new indebtedness is added to our current debt levels, the related risks that
we and our subsidiaries now face could intensify.
We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take
other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments due on our debt obligations or to refinance our debt obligations depends
on our financial condition and operating performance, which are subject to prevailing economic, industry and
competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our
control as discussed above. Our total scheduled principal repayments of debt made in 2023 and 2022 were
$100.0 million and $114.5 million, respectively. Our total interest expense for 2023 and 2022 was $288.2 million
and $230.9 million, respectively. We may be unable to maintain a level of cash flow from operating activities
sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face
substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to
dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our
indebtedness. We may not be able to implement any such alternative measures on commercially reasonable terms
or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service
obligations. The credit agreement governing Trans Union LLC’s senior secured credit facility restricts our ability
to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or
equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate
those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. In
addition, under the covenants of the credit agreement governing our senior secured credit facility, TransUnion
Intermediate Holdings, Inc. is restricted from making certain payments, including dividend payments to
TransUnion, subject to certain exceptions.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness
on commercially reasonable terms or at all, would materially and adversely affect our financial position and
results of operations and our ability to satisfy our obligations.
If we cannot make our scheduled debt payments, we will be in default and all outstanding principal and interest
on our debt may be declared due and payable, the lenders under Trans Union LLC’s senior secured credit facility
could terminate their commitments to loan money, Trans Union LLC’s secured lenders (including the lenders
under Trans Union LLC’s senior secured credit facility) could foreclose against the assets securing their
borrowings and we could be forced into bankruptcy or liquidation.
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Risks Related to Ownership of Our Common Stock
Our stock price has recently been volatile and has declined, and may continue to be volatile and/or decline,
regardless of our operating performance, and you may not be able to resell shares of our common stock at or
above the price you paid or at all.
Our stock price has recently been volatile and has declined due to a number of factors, including the deteriorating
macroeconomic environment, changing expectations about our future revenue and operating results, and
softening of the forward-looking guidance we have provided. The financial markets have at various times
experienced significant price and volume fluctuations that have impacted the stock prices of many companies in
the broader markets and in our industry in particular. These broad market and industry-specific fluctuations, as
well as deteriorating macroeconomic conditions, could have a material adverse effect on our results of
operations, financial condition and stock price. We reconcile the fair value of our reporting units to our market
capitalization during our annual goodwill impairment test, which we conduct more frequently if events or
circumstances indicate that the carrying value of goodwill may be impaired. A further decrease in our market
capitalization could be an indicator that one or more of our reporting units has a goodwill impairment. During the
three months ended September 30, 2023, we identified a triggering event requiring an interim impairment
assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $414 million.
This market volatility, as well as general economic, market or political conditions, could adversely affect the
market price of our common stock, regardless of our actual operating performance, and you may not be able to
resell your shares at or above the price you paid. In addition to the risks described in this section, several factors
that could cause the price of our common stock to fluctuate significantly include, among others, the following,
most of which we cannot control:
• quarterly variations in our operating results compared to market expectations;
• guidance that we provide to the public, any changes in this guidance or our failure to meet this
guidance;
• changes in preferences of our customers;
• announcements of new products or significant price reductions by us or our competitors;
• size of our public float;
• stock price performance of our competitors;
• publication of research reports about our industry;
• changes in market valuations of our competitors;
• fluctuations in stock market prices and volumes;
• default on our indebtedness;
• actions by our competitors;
• changes in senior management or key personnel;
• changes in financial estimates by securities analysts;
• negative earnings or other announcements by us or other credit reporting agencies;
• downgrades in our credit ratings or the credit ratings of our competitors;
• issuances of capital stock or future sales of our common stock or other securities;
• investor perceptions or the investment opportunity associated with our common stock relative to other
investment alternatives;
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• the public response to press releases or other public announcements by us or third parties, including our
filings with the SEC;
• announcements relating to litigation;
• the sustainability of an active trading market for our stock;
• changes in accounting principles;
• global economic, legal and regulatory factors unrelated to our performance; and
• other events or factors, including those resulting from natural disasters, war, acts of terrorism or
responses to these events.
In addition, price volatility may be greater if the public float and trading volume of our common stock is low, and
the amount of public float on any given day can vary depending on whether our stockholders choose to hold their
shares for the long term.
In the past, companies that have experienced volatility in the market price of their stock have been subject to
securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation
against us could result in substantial costs and divert our management’s attention from other business concerns,
which could seriously harm our business.
Our business and operations are exposed to risks arising from developments and trends associated with
climate change and ESG, including risks associated with our own reporting.
There are inherent climate-related risks wherever business is conducted. Various meteorological phenomena and
extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme
temperatures) may directly or indirectly disrupt our operations (including the productivity of our employees) or
those of our suppliers or infrastructure on which we rely, require us to incur additional operating or capital
expenditures or otherwise adversely impact our business, financial condition, or results of operations. Climate
change may impact the frequency and/or intensity of such events, as well as contribute to chronic physical
changes, such as shifting precipitation or temperature patterns or rising sea-levels, which may also impact our
operations or infrastructure on which we rely. While we may take various actions to mitigate our business risks
associated with climate change, this may require us to incur substantial costs and may not be successful, due to,
among other things, the uncertainty associated with the longer-term projections associated with managing climate
risks. Any significant failure, compromise, interruption or a significant slowdown of operations, whether as a
result of climate change or otherwise, may impair the Company’s ability to deliver its products and services.
Additionally, we expect to be subject to increased regulations, reporting requirements, standards or expectations
regarding the environmental impacts of our business. Changing market dynamics and other global and domestic
policy developments also have the potential to disrupt our business, the business of our suppliers and/or
customers, or otherwise adversely impact our business, financial condition, or results of operations.
Finally, increased scrutiny regarding ESG practices and disclosures are likely to continue. With this increased
focus, public reporting regarding ESG practices is becoming more broadly expected. Such increased scrutiny
may result in increased costs, changes in demand, enhanced compliance or disclosure obligations, increased legal
exposure or other adverse impacts on our business, financial condition or results of operations. While we have
engaged and may engaged in the future in voluntary initiatives and reporting on ESG matters, such initiatives and
reporting may be costly and may not have the desired effect. While we have established ESG practices, including
climate-related targets and goals, these targets and goals, including our GHG emission reduction goals, are based
on certain assumptions, estimates, calculation methodologies and third-party data, and we may not meet such
targets or goals on our established timeline or at all, including due to a variety of factors that may be in or out of
our control. In addition, we may decide in the future not to pursue certain targets or goals further if our Board or
management determines that further pursuit of any such target or goal is no longer in the long-term best interests
45
of our business or our stockholders and any such decision could have an adverse impact on our reputation or
stock price. Expectations regarding our ESG initiatives and reporting are evolving quickly and are often subject
to factors outside of our control. For example, there have also been targeted efforts by certain parties to reduce
companies’ attention to EGS matters which may result in additional costs or complexities in navigating
stakeholder expectations. Moreover, actions or statements that we may make based on expectations, assumptions,
calculation methodologies or third-party information that we currently believe to be reasonable may subsequently
be determined to be erroneous or be subject to misinterpretation. For example, there have been increasing
allegations of greenwashing against companies making significant ESG claims due to a variety of perceived
deficiencies in performance, including as stakeholder perceptions of sustainability continue to evolve. Our
approach to measuring and assessing our GHG emissions and establishing targets for the reduction of our
emissions may ultimately be deemed to be inconsistent with future regulatory requirements or best practices.
Even if this is not the case, our current actions may subsequently be determined to be insufficient or not aligned
to best practices by various stakeholders. Our disclosures on these matters, a failure to satisfy evolving
stakeholder expectations for ESG practices and reporting, or a failure or perceived failure to meet our
commitments or targets (including the manner in which we complete such initiatives) on our established timeline
may potentially harm our reputation and impact relationships with investors. If our ESG practices, reporting and
performance do not meet investor, consumer, or employee, or other stakeholder expectations, or are perceived as
not meeting those expectations, our brand, reputation and customer retention may be negatively impacted, and
we may be subject to investor or regulator engagement regarding such matters, which could adversely impact our
business, financial condition or results of operations.
Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition
attempts for us that you might consider favorable.
Certain provisions of our third amended and restated certificate of incorporation (“Charter”) and fourth amended
and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition,
tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best
interest, including those attempts that might result in a premium over the market price for the shares held by our
stockholders.
These provisions provide for, among other things:
• the ability of our Board to issue one or more series of preferred stock;
• advance notice for nominations of directors by stockholders and for stockholders to include matters to
be considered at our annual meetings; and
• certain limitations on convening special stockholder meetings.
The anti-takeover provisions discussed above could make it more difficult for a third party to acquire us, even if
the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders
may be limited in their ability to obtain a premium for their shares.
Our ability to pay cash dividends may be limited by the terms of our secured credit facility.
In February 2018, our Board approved a dividend policy pursuant to which we intend to pay quarterly cash
dividends on our common stock. The terms of our senior secured credit facility impose certain limitations on our
ability to pay dividends. We may, however, declare and pay cash dividends up to an unlimited amount unless a
default or event of default exists under the senior secured credit facility. Any determination to pay dividends in
the future will be at the discretion of our Board and will depend upon results of operations, financial condition,
contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
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General Risks
Economic and other conditions may adversely impact the valuation of our assets resulting in impairment
charges that could have a material adverse impact on our results from operations.
We have significant amounts of goodwill and intangible assets. On a regular basis, we evaluate our assets for
impairment based on various factors, including actual operating results and expected trends of projected
revenues, profitability and cash flows. As of December 31, 2023, our Consolidated Balance Sheet included
goodwill of $5,176.0 million and other net intangibles of $3,515.3 million. We conduct a goodwill impairment
test in the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying
value of goodwill may be impaired. We have the option to first perform a qualitative analysis to determine if it is
more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis
indicates that an impairment is more likely than not for any reporting unit, we perform a quantitative impairment
test for that reporting unit. Our quantitative impairment test consists of a fair value calculation for each reporting
unit that combines an income approach, using the discounted cash flow method, and a market approach, using the
guideline public company method. The quantitative impairment test requires the application of a number of
significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates,
and market multiples. The projected future revenue growth rates and EBITDA margins, and the resulting
projected cash flows of each reporting unit are based on historical experience and internal operating plans
reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted
average cost of capital adjusted for risk factors specific to each reporting unit.
We believe the assumptions that we use in our qualitative and quantitative analysis are reasonable and consistent
with assumptions that would be used by other marketplace participants. However, such assumptions are
inherently uncertain. During times of economic distress, declining demand and declining earnings could lead to
us to have less favorable estimates of our future cash flows, discount rates or market multiples. Such changes
could lead to lower estimated fair values of our reporting units, which could lead to a material impairment
charge. In certain markets where we operate, macroeconomic conditions are unfavorable. If these unfavorable
macroeconomic conditions persist longer than we currently expect, or are worse than we currently expect, our
estimates of revenue growth rates and EBITDA margins would decline, which could lead to an impairment of
goodwill.
During the three months ended September 30, 2023, we identified a triggering event requiring an interim
impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of
$414 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures and
rising interest rates increasingly impacted our business for the third quarter and the near-term outlook. Due to
these factors, management now believes the U.K. recovery will take longer, and will be at a slower pace, than
previously expected. As a result, we revised our short-term and mid-term forecasts for revenue and EBITDA
expectations for our United Kingdom. reporting unit. These factors have particularly impacted the online-only
FinTech lenders that represent the largest vertical within our United Kingdom reporting unit. These lenders have
seen significant declines in their access to capital impacting their ability to lend and in some cases leading to
bankruptcies. Any future reduction to our forecasts of our United Kingdom reporting unit may result in a further
impairment that could have a material adverse effect on our business and financial results.
Any change to the conclusion of our reporting units or the aggregation of components within our reporting units
could result in a different outcome to our annual impairment test. See Part II, Item 7, “Management Discussion
and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Goodwill” for
further information.
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Our efforts to execute any element of our business strategy, including our transformation plan to optimize our
operating model and invest in our technology, could experience difficulties, delays, or unexpected costs and
may not achieve anticipated benefits and savings.
In November 2023, our Board approved a transformation plan to optimize our operating model and continue to
advance our technology. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Factors Affecting Our Results of Operations” for additional information. We may not
realize, in full or in part, the anticipated benefits and savings from this plan due to unforeseen difficulties, delays,
or unexpected costs, which may adversely affect our business and results of operations. Even if the anticipated
benefits and savings of the plan are substantially realized, there may be consequences or business impacts that
were not expected.
Management has determined that our internal control over financial reporting and disclosure controls and
procedures were not effective as of December 31, 2023. A failure to maintain effective internal control over
financial reporting or disclosure controls and procedures could impact our ability to accurately and timely
report our financial results and other material disclosures or otherwise cause us to fail to meet our reporting
obligations, which could have a material adverse effect on our operations, investor confidence in our business,
and the trading price of our common stock.
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A
control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met. We determined that our internal control over financial reporting
and disclosure controls and procedures were not effective as of December 31, 2023 as a result of the material
weaknesses related to the interim goodwill impairment test and an error in the classification of certain expenses
between cost of services and selling, general and administrative, as discussed in Part II, Item 9A of this Form
10-K. These material weaknesses have not been remediated and accordingly our internal control over financial
reporting and disclosure controls and procedures remain ineffective. Management is actively engaged in the
planning for, and implementation of, remediation efforts to address our material weaknesses but there can be no
assurance that those efforts will be successful. Refer to Part II, Item 9A for further details of the material
weaknesses and remediation efforts.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial
statements will not be prevented or detected on a timely basis.
As such, if we do not remediate these material weaknesses in a timely manner, or if additional material
weaknesses in our internal control over financial reporting are discovered, they may adversely affect our ability
to record, process, summarize and report financial information timely and accurately and our financial statements
may contain material misstatements or omissions. Additionally, our internal control environment and remediation
efforts do not provide absolute assurance with regard to timely detecting or preventing control deficiencies and
thus do not insulate us from any failure to meet our financial reporting obligations.
It is possible that additional control deficiencies could be identified by our management or by our independent
registered public accounting firm in the future or may occur without being identified. Such a failure could require
us to incur the expense of remediation, result in regulatory scrutiny, investigations or enforcement actions, cause
investors to lose confidence in our reported financial condition and have a negative effect on the trading price of
our common stock, lead to a default under our indebtedness, and otherwise have a material adverse effect on our
business, financial condition, results of operations, and cash flows.
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Pandemics, epidemics, disease outbreaks and other public health crises, such as the COVID-19 pandemic,
have disrupted our business and operations, and future public health crises could materially adversely impact
our business, financial condition, liquidity and results of operations.
We face various risks related to health epidemics, pandemics and similar outbreaks. For example, the COVID-19
pandemic and the mitigation efforts by governments to attempt to control its spread adversely impacted the
global economy, leading to reduced consumer spending and lending activities. Our customers, and therefore our
business and revenues, are sensitive to negative changes in general economic conditions. Any new pandemic or
other public health crises, or future public health crises, could have a material impact on our business, financial
condition and results of operations going forward.
We may not be able to attract and retain the skilled employees that we need to support our business.
Our success depends on our ability to attract and retain experienced management, sales, research and
development, analytics, marketing and technical support personnel. If any of our key personnel were unable or
unwilling to continue in their present positions, it may be difficult to replace them and our business could be
seriously harmed. If we are unable to find qualified successors to fill key positions as needed, our business could
be seriously harmed. The complexity of our services requires trained customer service and technical support
personnel. We may not be able to hire and retain such qualified personnel at compensation levels consistent with
our compensation structure. Some of our competitors may be able to offer more attractive terms of employment.
In addition, we invest significant time and expense in training our employees, which increases their value to
competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expense
replacing employees and our ability to provide quality services could diminish, resulting in a material adverse
effect on our business.
We are subject to losses from risks for which we do not insure.
For certain risks, we do not maintain insurance coverage because of cost and/or availability. Because we retain
some portion of insurable risks, and in some cases retain our risk of loss completely, unforeseen or catastrophic
losses in excess of insured limits could materially adversely affect our business, financial condition and results of
operations.
If we experience changes in tax laws or adverse outcomes resulting from examination of our tax returns, it
could adversely affect our results of operations.
We are subject to federal, state and local income and other taxes in the United States and in foreign jurisdictions.
From time to time the United States federal, state, local and foreign governments make substantive changes to
tax rules and the application thereof, which could result in materially different corporate taxes than would be
incurred under existing tax law or interpretation and could adversely impact profitability. Governments have
strengthened their efforts to increase revenues through changes in tax law, including laws regarding transfer
pricing, economic presence and apportionment to determine the tax base.
Consequently, significant judgment is required in determining our worldwide provision for income taxes. Our
future effective tax rates and the value of our deferred tax assets could be adversely affected by changes in tax
laws. In addition, we are subject to the examination of our income tax returns and other tax returns by the
Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes
resulting from such examinations to determine the adequacy of our provision for income taxes and reserves for
other taxes. Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we
operate, changes in tax laws, or challenges from tax authorities under existing tax laws could adversely affect our
business, financial condition and results of operations.
49
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the
confidentiality, integrity, and availability of our systems and information. Our cybersecurity risk management
program includes a cybersecurity incident response plan.
Our Information Security program is guided by the ISO/IEC 27001:2022 principles and led by a global-level
Information Security Department that develops our security policies, standards and procedures. We seek to
evolve our approach to protect against increasing and changing security threats around the world.
Our cybersecurity risk management program is integrated with our overall enterprise risk management program,
and shares common methodologies, reporting channels and governance processes that apply across the enterprise
risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program includes the following key elements:
• risk assessments designed to help identify material cybersecurity risks to our critical systems,
information, services, and our broader enterprise information technology environment;
• monitoring and reporting of those risks to appropriate levels of management;
• a team comprised of information technology security, infrastructure, and compliance personnel
principally responsible for directing our (1) cybersecurity risk assessment processes, (2) security
operations processes, and (3) response to cybersecurity incidents;
• the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist
with aspects of our security processes;
• global associates with access to information technology systems in more than 30 countries and
territories across North America, Latin America, Europe, Africa, India, and Asia Pacific receive a
combination of general and targeted training to help keep Information Security top of mind;
• a cybersecurity incident response plan and Security Operations Center to respond to cybersecurity
incidents; and
• a third-party security risk management process for key service providers based on their respective roles
and risk profiles.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity
incidents, that have materially affected us, including our operations, business strategy, results of operations, or
financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, could be reasonably
likely to materially affect us, including our operations, business strategy, results of operations, or financial
condition. Refer to Part I, Item 1A “Risk Factors” for risks related to cybersecurity.
Cybersecurity Governance
Key Information Security risks are overseen by our Security and Technology Risk Committee (the “STRC”),
which reports to our Enterprise Risk Management Committee (“ERMC”). The STRC, which is co-chaired by the
Chief Technology, Data & Analytics Officer and the Chief Information Security Officer (“CISO”), provides
oversight of mitigation of key risks related to technology and information security. This oversight includes
50
monitoring and approving relevant policies, projects, and programs for the enterprise risk assessments related to
technology and information security. The STRC also serves as an escalation point to the ERMC with respect to
technology and information security risks. The ERMC is chaired by the Chief Risk & Compliance Officer, and
includes the Chief Executive Officer, his direct reports and other key function heads or senior subject matter
experts, including the CISO.
The ERMC, which meets monthly, also monitors TransUnion’s risk and governance policies and procedures to
ensure that TransUnion risks are within the Board-approved Global Risk Taxonomy, which is described below.
The ERMC reviews the broader risk environment and provides direction to mitigate (to an acceptable level)
identified risks that may adversely affect our ability to achieve strategic objectives. The ERMC stewards our
Enterprise Risk Management Policy and additional enterprise policies in risk-related areas, such as privacy and
information security and key issues are reported to the appropriate committee of the Board.
Our Board considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight
function to the Risk and Compliance Committee of the Board. The Risk and Compliance Committee oversees the
quality and effectiveness of our information security framework, including capabilities, policies and controls, and
methods for identifying, assessing and mitigating information and cybersecurity risks. The Risk and Compliance
Committee also assesses the effectiveness of the Company’s management of information security-related risks,
including consulting with internal and external advisors as appropriate.
Our CISO reports quarterly to the Risk and Compliance Committee and leads the Company’s overall
cybersecurity function. The Risk and Compliance Committee receives reports from our CISO on key security
topics, which may include, among other things, the cybersecurity risk landscape, and briefings on our cyber risk
management program and significant cybersecurity incidents. The Board receives quarterly reports from the
Chair of the Risk and Compliance Committee with applicable updates on the Company’s cybersecurity risk
landscape, and briefings on our cyber risk management program and significant cybersecurity incidents. The
CISO and/or the Chief Legal Officer also periodically present to the Board on cybersecurity topics that impact
public companies.
Our CISO supervises and assists the ERMC in staying informed about and monitoring efforts to prevent, detect,
mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from
internal security personnel; threat intelligence and other information obtained from governmental, public or
private sources, including external cybersecurity service providers; and alerts and reports produced by security
tools deployed in the information technology environment.
Our CISO, along with the STRC, are responsible for assessing and managing our material risks from
cybersecurity threats. Our CISO has primary responsibility for leading our overall cybersecurity risk
management program and supervises both our internal cybersecurity personnel and our external cybersecurity
service providers. Our CISO has significant global experience in managing and leading information technology
and cybersecurity teams. Our CISO has over 20 years’ experience in the technology and security fields, including
over 10 years in executive security leadership roles. Our CISO and senior members of the cybersecurity team
also participate in both private and public knowledge shares, including maintaining ongoing relationships with
government and non-public entities.
ITEM 2. PROPERTIES
Properties
Our corporate headquarters and main data center are located in Chicago, Illinois in an office building that we
own. As of December 31, 2023, we lease space in over 110 other locations, including office space and additional
data centers. These locations are geographically dispersed to meet our sales and operating needs. We anticipate
that suitable additional or alternative space will be available at commercially reasonably terms for future
expansion.
51
ITEM 3. LEGAL PROCEEDINGS
See Part II, ITEM 8 “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 23, “Contingencies” for information regarding our legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our executive officers, and their positions and ages as of February 28, 2024, are set forth below:
Name Age Position
Christopher A. Cartwright . . . 58 President & Chief Executive Officer and Director
Venkat Achanta ............ 51 Executive Vice President, Chief Technology, Data & Analytics Officer
Todd M. Cello ............. 48 Executive Vice President, Chief Financial Officer
Steven M. Chaouki ......... 51 President, U.S. Markets and Consumer Interactive
Timothy J. Martin .......... 53 Executive Vice President, Chief Global Solutions Officer
R. Dane Mauldin ........... 53 Executive Vice President, Chief Operations Officer
Susan W. Muigai ........... 54 Executive Vice President, Chief Human Resources Officer
Heather J. Russell .......... 52 Executive Vice President, Chief Legal Officer
Todd C. Skinner ........... 54 President, International
Christopher A. Cartwright has served as the President & Chief Executive Officer of TransUnion and a member
of the Board of Directors since May 2019. He joined the Company in August 2013, previously serving as
Executive Vice President, U.S. Information Services, where he helped drive TransUnion’s transformation into a
global information and insights company as the head of the largest business unit, including providing consumer
reports, risk scores, analytical services and decision technology to customers in the U.S. across the financial
services, insurance, tenant and employment screening and public sector industries.
Prior to joining TransUnion, Mr. Cartwright was the Chief Executive Officer of Decision Insight Information
Group, a portfolio of independent businesses providing real property information, software and services to
insurance, finance, legal and real estate professionals in the United States, Canada and Europe. Mr. Cartwright
also spent almost 14 years at Wolters Kluwer, a global information services and workflow solutions company,
where he held a variety of executive positions of increasing responsibility, culminating in CEO of the Corporate
and Financial Services Division and Shared Services, North America. Prior to Wolters Kluwer, he was Senior
Vice President, Strategic Planning & Operations for Christie’s Inc. and Strategy Consultant for Coopers and
Lybrand.
Mr. Cartwright earned his bachelor’s degree in business administration and a master’s in public accountancy
from The University of Texas at Austin. He serves on the Board of Directors of P33 Chicago and the Board of
Trustees of the Museum of Science and Industry.
Venkat Achanta has served as Executive Vice President, Chief Technology, Data & Analytics Officer for
TransUnion since July 2023. Along with leading a unified data strategy and data science across the organization,
in this role, Mr. Achanta is responsible for all aspects of the company’s technology, including strategy, security,
product engineering, operations, infrastructure and delivery of solutions that support TransUnion’s global
information systems. He previously held the role of Executive Vice President, Chief Data & Analytics Officer
from February 2022 to July 2023. Mr. Achanta previously served as Executive Vice President and Chief Data &
Technology Officer of Neustar, Inc., where he led data science, data strategy and technology teams across the
company. While at Neustar, he helped lead the creation of the OneID platform and technology transformation
across all products.
Prior to joining Neustar in 2016, Mr. Achanta was Chief Data Officer and Head of Data and Analytics at
Walmart, beginning in 2014, leading all data and analytics delivery platforms across the company globally.
While at Walmart, he spearheaded the data fabric, advanced analytics platforms and decision services groups.
Prior to Walmart, Mr. Achanta was Global Head of Analytics and Big Data at AIG. Mr. Achanta also has held
senior leadership positions in technology and data & analytics at Capital One and Experian.
Mr. Achanta earned his Bachelor of Science degree in Computer Science and Engineering from Andhra
University in India and his M.B.A. from UCLA’s Anderson School of Management.
53
Todd M. Cello joined the Company in October 1997 and has held numerous roles with increasing levels of
responsibility in the corporate finance department. Mr. Cello has served as our Executive Vice President, Chief
Financial Officer since August 2017. Prior to his current role, Mr. Cello served as Senior Vice President and
International CFO from August 2015 to August 2017, overseeing financial operations for the International
segment. Prior to that, Mr. Cello served as Vice President, Financial Planning and Analysis from January 2009 to
August 2015, overseeing the enterprise financial planning and analysis function, where he played a lead role in
the two leveraged buyouts of TransUnion in 2010 and 2012 and the initial public offering of TransUnion in 2015.
Prior to that, Mr. Cello served as Vice President and U.S. Information Services CFO from October 2005 to
December 2008, overseeing financial operations of the U.S. Information Services segment. Mr. Cello also serves
on the University of Illinois at Chicago’s College of Business Advisory Council.
Mr. Cello earned his bachelor’s degree in Accounting from University of Illinois at Chicago and is a certified
public accountant.
Steven M. Chaouki is President, U.S. Markets and Consumer Interactive, overseeing two TransUnion business
lines. U.S. Markets provides information and insights to business customers across financial services, insurance,
public sector, media and diversified markets. Consumer Interactive provides credit, financial and identity
protection services to consumers.
He previously held the role of Executive Vice President, Financial Services from 2013 until May 2019,
responsible for the company’s financial services business, which provides solutions to banks, credit unions,
capital markets, financial services resellers, auto lenders and other customers. Before joining TransUnion,
Mr. Chaouki held roles at HSBC in card/retail services and auto finance. Mr. Chaouki serves on the board of
MAIA Biotechnology, Inc. (NYSE American: MAIA).
Mr. Chaouki earned his bachelor’s degree from Boston University and his M.B.A. from the University of
Chicago Booth School of Business.
Timothy J. Martin has served as Executive Vice President, Chief Global Solutions Officer since May 2019. In
this role, Mr. Martin is responsible for managing revenue growth and profitability through the strategy, planning,
innovation and commercialization of nearly all of TransUnion’s products and solutions globally. He previously
held business management roles at TransUnion leading both a number of industry vertical-focused teams and a
high growth horizontal solution called the Specialized Risk Group.
Prior to joining TransUnion in September 2009, Mr. Martin was President and Chief Operating Officer of HSBC
Auto Finance where he had direct profit and loss responsibility for all strategy, business development, sales,
marketing, pricing, risk management, underwriting operations, customer service and collections. Prior to joining
HSBC, he was a consultant with Booz Allen Hamilton (now PWC Strategy&) from 1998 to 2003, and senior
marketing analyst with American Airlines from 1992 to 1996. Mr. Martin serves on the board of Juvenile
Diabetes Research Foundation of South Florida and the Child Rescue Coalition.
Mr. Martin earned his B.S. in Management from Purdue University and his M.B.A. from the University of
Michigan Business School.
R. Dane Mauldin has served as Executive Vice President, Chief Operations Officer for TransUnion since May
2019. Mr. Mauldin leads the organization’s focus on operations across the enterprise, including the vision,
planning and execution required throughout the customer journey. Previously, he was Chief Product Officer from
February 2013 until May 2019, where he was responsible for content acquisition, analytic discovery, product
development and product delivery across the company’s global footprint.
Mr. Mauldin has an extensive background in the information solutions industry. Prior to joining TransUnion, he
served as Chief Executive Officer of Screening Solutions and Customer Operations for LexisNexis Risk
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Solutions, a division of Reed Elsevier. Other roles at LexisNexis were Vice President of Total Customer
Experience and Vice President of Collections Market Planning. He also held management positions at
Commercial Financial Services and Experian.
Mr. Mauldin earned his bachelor’s degree in Journalism from the University of Oklahoma.
Susan W. Muigai has served as Executive Vice President, Chief Human Resources Officer since 2021. She is
responsible for leading TransUnion’s human resource strategy and function, and nurturing an inclusive, high-
performance culture to help TransUnion achieve its vision and strategy.
Ms. Muigai brings deep expertise in talent strategy with an extensive background in global HR, human capital
management, organizational leadership, diversity and inclusion, legal and compliance, business transformation and
more. She previously spent 16 years at Walmart, based in the U.S., Canada and India, serving as Senior Vice
President, People from March 2020 to September 2021, Executive Vice President People/Corporate Affairs,
Walmart Canada from August 2016 to August 2020, Senior Vice President People, Walmart Canada from January
2016 to July 2016, Vice President People, Walmart Canada from February 2015 to December 2015, Vice President,
International Real Estate and Vice President International Real Estate, Walmart International Real Estate from
March 2014 to February 2015, Senior Vice President Legal, General Counsel & Chief Ethics Officer, Walmart India
from November 2012 to March 2014, Vice President Audit, Walmart Canada from September 2009 to October
2012, and Senior Director, Risk Management, Walmart Canada from June 2005 to September 2009.
Ms. Muigai earned her Bachelor of Law from the University of Windsor in Canada, and her Master of Law in
International Business from the University of London. She serves on the board of directors of Coursera, Inc.
(NYSE: COUR) and Breakfast Club of Canada.
Heather J. Russell is Executive Vice President, Chief Legal Officer of TransUnion. Ms. Russell is an
accomplished legal executive with more than 25 years of diverse experience across the global financial services
and technology sectors. She is responsible for legal, risk, compliance, government and regulatory relations,
corporate governance, consumer privacy and ESG functions for TransUnion and its subsidiaries around the
world. Prior to joining the Company in 2018, Ms. Russell was a partner at the law firm of Buckley, LLP, where
she led the firm’s Financial Institutions Regulation, Supervision and FinTech practices. Previously, she served as
Executive Vice President, Chief Legal Officer and Corporate Secretary at Fifth Third Bank. Prior to that, she
served as Managing Director and Global Head of Public Policy and Regulatory Affairs at Bank of New York
Mellon, and as Senior Vice President and Associate General Counsel at Bank of America. She also spent eight
years at Skadden in Washington, D.C. and London focused on financial services, corporate finance, and mergers
and acquisitions.
Ms. Russell earned her B.A. from the College of William & Mary and her J.D. with honors from American
University’s Washington College of Law, where she received the Outstanding Graduate Award. Ms. Russell
serves on the board of directors of the U.S. Chamber of Commerce, the world’s largest business organization,
representing the interests of over three million businesses and organizations. She is also on the boards of Illinois
Legal Aid Online and the Chicago Council on Global Affairs where she chairs the board’s Nominating and
Governance Committee.
Todd C. Skinner has served as President, International since August 2021 and is responsible for leading
TransUnion’s growth across international markets. Mr. Skinner has nearly 30 years of experience delivering
information solutions at leading global companies. He joined TransUnion in 2014, previously serving as
TransUnion’s Regional President of Canada, Latin American and Caribbean. Prior to joining TransUnion,
Mr. Skinner was the President of First Canadian Title Default Solutions, a technology recovery business.
Previously, he served as Chief Credit Officer and Chief Operations Officer for Retail Banking and Wealth
Management at HSBC. He also served as President and Chief Executive Officer for HSBC Financial, an HSBC
subsidiary that operated in consumer finance, private label credit card financing, MasterCard, wholesale
mortgage lending, mortgage brokering and full spectrum auto finance.
55
Mr. Skinner earned his bachelor’s degree of commerce from St. Mary’s University and his M.B.A. from the
Kellogg-Schulich Executive M.B.A. He serves as TransUnion’s representative on the Global Board of the U.S.-
India Business Council (USIBC) and the board of directors for Trans Union de Mexico S.A., TransUnion
International UK Ltd., TransUnion CIBIL Limited. He is also on the board of directors of Cliffside Capital.
Our executive officers are elected annually by our Board. There are no family relationships among any of the
Company’s executive officers.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock has been listed on The New York Stock Exchange under the symbol “TRU” since June 25,
2015.
Holders of Record
As of January 31, 2024, we had 12 stockholders of record. We have a greater number of beneficial owners of our
stock who own their shares through brokerage firms and other nominees.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
Period
Total Number of
Shares Purchased
1
Average Price
Paid Per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under
the Plans or Programs
2
October 1 to October 31 .......... 1,043 $69.85 — $166.5
November 1 to November 30 ...... 1,808 49.00 — $166.5
December 1 to December 31 ....... 9,300 64.99 — $166.5
Total .......................... 12,151 $63.03 —
1. Represents shares that were repurchased from employees for withholding taxes for share-based awards
pursuant to the Company’s equity compensation plans.
2. On February 13, 2017, our Board authorized the repurchase of up to $300.0 million of our common stock
through February 13, 2020. Our Board removed the three-year time limitation on February 8, 2018. Prior to
the fourth quarter of 2017, we had purchased approximately $133.5 million of common stock under the
program and may purchase up to an additional $166.5 million. Additional repurchases may be made from
time to time at management’s discretion at prices management considers to be attractive through open
market purchases or through privately negotiated transactions, subject to availability. Open market
purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act
and other applicable legal requirements. We have no obligation to repurchase additional shares, and the
timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of
management and will depend on a number of factors, including market conditions, the cost of repurchasing
shares, the availability of alternative investment opportunities, liquidity, and other factors deemed
appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any
repurchased shares will have the status of treasury shares and may be used, if and when needed, for general
corporate purposes.
Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that
Section, and shall not be deemed to be incorporated by reference into any filing of TransUnion under the
Securities Act of 1933, as amended, or the Exchange Act.
57
The following graph shows a comparison of cumulative total shareholder return for the Company’s common
stock, the Russell 3000 and the Dow Jones U.S. Financials Index. The graph assumes that $100 was invested at
market close on December 31, 2018, in each of the Company’s common stock, the Russell 3000 and the Dow
Jones U.S. Financial Index. The cumulative total returns for the Russell 3000 and the Dow Jones U.S. Financial
Index assume reinvestment of dividends. The stock price performance of the following graph is not necessarily
indicative of future stock price performance.
$75.00
$100.00
$125.00
$150.00
$175.00
$200.00
$225.00
$250.00
Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23
Comparison of Cumulative Total Returns
Value of $100 Invested on December 30, 2018
TRU Russell 3000 Dow Jones US Financials Index
ITEM 6. RESERVED
Reserved
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of TransUnion’s financial condition and results of operations is provided
as a supplement to, and should be read in conjunction with Part I, Item 1A, “Risk Factors,” and Part II, Item 8,
“Financial Statements and Supplementary Information,” including TransUnion’s audited consolidated financial
statements and the accompanying notes. In addition to historical data, this discussion contains forward-looking
statements about our business, operations and financial performance based on current expectations that involve
risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the
forward-looking statements as a result of various factors, including but not limited to those discussed in
“Cautionary Notice Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors.”
References in this discussion and analysis to the “Company,” “we,” “us,” and “our” refer to TransUnion and its
direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc.
Overview
TransUnion is a leading global information and insights company that makes trust possible between businesses
and consumers, helping people around the world access opportunities that can lead to a higher quality of life.
That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency.
We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information
for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to
link and match our expanding high-quality datasets. We use this enriched data and analytics, combined with our
expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance
with global laws and regulations. Because of our work, organizations can better understand consumers in order to
make more informed decisions, and earn consumer trust through great, personalized experiences, and the
proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident
that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing
customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses
embed our solutions into their process workflows to deliver critical insights and enable effective actions. Consumers
use our solutions to view their credit profiles, access analytical tools that help them understand and manage their
personal financial information, and take precautions against identity theft. We have deep domain expertise across a
number of attractive industries, which we also refer to as verticals, including Financial Services and Emerging
Verticals. Emerging Verticals consists of Technology, Commerce & Communications, Insurance, Media, Services
and Collections, Tenant and Employment, and Public Sector. We have a global presence in over 30 countries and
territories across North America, Latin America, Europe, Africa, India, and Asia Pacific.
Our addressable market includes the global data and analytics market, which continues to grow as companies
around the world increasingly recognize the benefits of data and analytics-based decision making, and as
consumers recognize the important role that their data identities play in their ability to procure goods and
services. There are several underlying trends supporting this market growth, including the proliferation of data,
advances in technology and analytics that enable data to be processed more quickly and efficiently to provide
business insights, and growing demand for these business insights across industries and geographies. Leveraging
our established position as a leading provider of information and insights, we have grown our business by
expanding the breadth and depth of our data, strengthening our analytics capabilities, expanding into
complementary adjacent and vertical markets, deepening our solution suite in fraud mitigation and marketing,
building out our geographic portfolio, investing in technology infrastructure, and enhancing our global operating
model. As a result, we believe we are well positioned to expand our share within the markets we currently serve
and capitalize on the larger data and analytics opportunity.
59
Segments
We manage our business and report our financial results in three reportable segments: U.S. Markets, International
and Consumer Interactive. See Part II, Item 8 “Financial Statements and Supplementary Data—Notes to
Consolidated Financial Statement,” Note 21, “Reportable Segments” for additional information.
U.S. Markets
Our U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses. These
businesses use our services to engage and acquire customers, assess consumer ability to pay for services, identify
cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and
mitigate fraud risk.
International
The International segment provides services similar to our U.S. Markets segment to businesses in select regions
outside the United States. Depending on the maturity of the credit economy in each country, services may include
credit reports, analytics and technology solutions services and other value-added risk management services. We
also have insurance, business and automotive databases in select geographies. These services are offered to
customers in a number of industries including financial services, retail credit, insurance, automotive, collections,
public sector and communications, and are delivered through both direct and indirect channels. The International
segment also provides consumer solutions similar to those offered by our Consumer Interactive segment to help
consumers proactively manage their personal finances.
Consumer Interactive
The Consumer Interactive segment offers solutions that help consumers manage their personal finances and take
precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring,
identity protection and resolution, and financial management for consumers. The segment also provides solutions
that help businesses respond to data breach events. Our products are provided through user-friendly online and
mobile interfaces and are supported by educational content and customer support. With our acquisition of Sontiq,
we have added to our foundational credit monitoring solutions with a comprehensive set of identity protection
offerings.
Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise
functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments
remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Factors Affecting Our Results of Operations
The following are certain key factors that affect, or have recently affected, our results of operations:
Macroeconomic and Industry Trends
Our revenues and results of operations have been and can be significantly influenced by general macroeconomic
conditions, including but not limited to, interest rates, inflation, housing demand, the availability of credit and
capital, employment levels, and consumer confidence.
During 2022, the labor market remained strong and supply chain constraints began to ease, while persistent
inflation, rapidly increasing energy prices, and consecutive interest rate increases by the Federal Reserve all
60
contributed to constrained economic activity. In addition, a slowing housing market, coupled with lower GDP
growth, softening consumer confidence and global geopolitical events added to the deterioration of global
macroeconomic conditions and increasing recession fears compared to the post-pandemic rebound of 2021.
During 2023, the U.S. labor market remained steady with low unemployment and rising real wages. However,
subsiding but still elevated inflation, increasing housing costs, and continued interest rate increases by the Federal
Reserve all contributed to constrained economic activity. In addition, liquidity challenges within the banking sector,
a slowing housing market, and global geopolitical events all added to the deterioration of global macroeconomic
conditions compared with the post-pandemic rebound of 2021 and early 2022. These slowing macroeconomic
conditions had a more pronounced impact in our developed markets, including the U.K., compared with our
emerging markets. The U.K. experienced persistently unfavorable and worsening macroeconomic conditions,
including rising interest rates, subsiding but still elevated inflation, and a slowing labor market. In addition, the
impact of exchange rates continued to have a significant impact on our International segment. In the U.S., the
impact of higher interest rates has slowed demand for consumer loans and auto loans, and has been particularly
acute in the housing sector, where higher borrowing rates significantly impact both home affordability, driving
down purchase activity, and demand for mortgage loan refinancing. The impact of higher interest rates on slowing
aggregate demand is expected to result in increased unemployment levels over the next year, which is likely to
reduce consumer credit activity. These dynamics impact the comparability of our results of operations, including
our revenue and expense, between the periods presented below.
The ongoing uncertainty and the unpredictable nature of the macroeconomic environment could have a material
adverse impact on various aspects of our business in the future, including our stock price, results of operations and
financial condition, including the carrying value of our long-lived assets such as goodwill and intangible assets.
Effects of Inflation
We believe that inflation has had and we expect will continue to have a negative impact on our business and
results of operations, including decreased demand for our services resulting from the Federal Reserve and other
central banks raising rates throughout 2023. While central banks have paused rate increases and current
conditions indicate that they may begin to cautiously lower rates from the higher interest rates established to
combat inflation, rates that remain higher may result in slowing consumer spending on non-essential goods and
services, and consequently lower demand for credit. The impact of elevated but subsiding levels of inflation and
the resulting response by the Federal Reserve and other central banks to maintain higher but decreasing interest
rates could have a material adverse impact on various aspects of our business in the future.
Recent Developments
The following developments impact the comparability of our balance sheets, results of operations and cash flows
between years:
On November 12, 2023, our Board approved a transformation plan to optimize our operating model and continue
to advance our technology. We expect to recognize one-time pre-tax expenses associated with this transformation
plan of $355.0 to $375.0 million from the fourth quarter of 2023 through the end of 2025, with the majority of
costs to be incurred by the end of 2024. All pre-tax expenses will be cash expenditures, other than approximately
$15.0 to $20.0 million of non-cash, facility exit costs. In addition, we anticipate capital expenditures to increase
to approximately 9% of revenue in 2024 and then return to approximately 8% of revenue for 2025 due to
investment in our technology infrastructure in connection with this transformation plan. Upon completion of this
program, we expect to generate annual savings of $120.0 to $140.0 million and reduce our capital expenditures
from 8% of revenue to 6%, based on 2023 revenue. The following summarizes initiatives under the
transformation plan.
• The operating model optimization program will reduce our global workforce, transition certain job
responsibilities to our Global Capability Centers, which we expect will improve productivity, reduce
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costs and fund growth, optimize business processes, and reduce our facility footprint. We expect to
incur total one-time pre-tax expenses of $205.0 to $215.0 million, including employee separation
expenses of approximately $110.0 million, facility exit expenses of approximately $45.0 million, and
business optimization expenses of approximately $55.0 million.
• The incremental investment to advance our technology is the final phase of our accelerated technology
investment. We expect to incur one-time pre-tax expenses of $150.0 to $160.0 million, including
approximately $65.0 million in 2024 related to the final year of Project Rise, and approximately
$90.0 million of incremental expenses during 2024 and 2025 to streamline our product delivery
platforms, and leverage the cloud-based infrastructure being established with Project Rise. The
accelerated technology investment will fundamentally transform our technology infrastructure by
implementing a global cloud-based approach to streamline product development, increase the
efficiency of ongoing operations and maintenance, enable a continuous improvement approach, and
provide a single global platform for fulfillment of our product lines. Project Rise was announced in
February 2020 and expanded in February 2022, and is expected to be completed in 2024 with a total
estimated expense of approximately $240.0 million, including the approximately $65.0 million to be
incurred in 2024, as discussed above.
For the year ended December 31, 2023, we incurred total expenses associated with this effort of $77.6 million.
comprised of restructuring expenses of $71.9 million for employee separation and $3.4 million for non-cash
impairment charges associated with leased facilities, as well as $2.3 million of other business optimization
expenses. Employee separation costs and non-cash impairment charges are included in Restructuring expenses in
our Consolidated Statements of Operations. We have accrued liabilities for the payment of employee separation
costs of $64.9 million as of December 31, 2023.
On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which
we: (1) refinanced our existing revolving credit facility with a new tranche of revolving credit commitments in an
aggregate principal amount of $600.0 million (an increase of $300.0 million); and (2) entered into Senior Secured
Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay
Senior Secured Term Loan A-3 in full, prepay $300.0 million of Senior Secured Term Loan B-6, and pay the
related financing fees and expenses. We also extended the maturity date on our Senior Secured Revolving Credit
Facility from December 10, 2024 to October 27, 2028. In connection with the refinancing, we expensed
$5.9 million of the unamortized original issue discount, deferred financing fees, and other related fees to other
income and expense in the Consolidated Statements of Operations for the year ended December 31, 2023.
Additionally, we recorded incremental deferred financing fees of $4.8 million that will be amortized over the
new loan term.
In October 2023, we agreed to settle two matters with federal regulators for a total of $23.0 million. On
October 5, 2023, we reached a settlement in the form of a Consent Order with the CFPB and the FTC pursuant to
which we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties in connection with
alleged violations under the FCRA related to our tenant and employment screening business. On October 10,
2023, we reached a settlement with the CFPB in the form of a Consent Order pursuant to which we agreed to pay
$3.0 million in redress and $5.0 million in civil money penalties in connection with alleged violations of law in
connection with the placement and lifting of security freezes resulting from certain system issues. See Part II,
Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements,” Note 23,
“Contingencies,” for further information about these matters.
During the third quarter of 2023, we identified a triggering event requiring an interim impairment assessment for
our United Kingdom reporting unit, which resulted in a goodwill impairment of $414.0 million, as discussed in
Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements,”
Note 6, “Goodwill.”
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In each of the first three quarters of 2023 we prepaid $75.0 million, and in the fourth quarter of 2023 we prepaid
$25.0 million, for a total of $250.0 million in 2023, of our Senior Secured Term Loan B-6, funded from cash on
hand. During the first quarter of 2022 we prepaid $400.0 million, and in the fourth quarter of 2022 we prepaid
$200.0 million, for a total of $600.0 million in 2022, of our Senior Secured Term Loan B-6, funded from
cash-on-hand. During 2021, we prepaid $85.0 million of Senior Secured Term Loan B-5, funded with cash on
hand. These transactions affect the comparability of interest expense between years, as further discussed in
“Results of Operations—Non-Operating Income and (Expense)—Interest Expense” below.
Since December 1, 2021, we have completed the acquisition of three businesses that collectively materially
affected our results of operations in 2022 and 2023, and the comparability of results to 2021. See Part II, Item 8,
“Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements,” Note 2,
“Business Acquisitions” for further information about these transactions.
On December 30, 2022, we completed the previously announced sale of the non-core businesses of VF, the
financial services business unit we acquired from Verisk Analytics, Inc. We classified the results of operations of
these non-core businesses as discontinued operations, net of tax, in the Consolidated Statements of Operations
since the acquisition in April 2022. Upon the sale, we received total proceeds of $173.9 million, consisting of
$103.6 million in cash, and a note receivable with a face value of $72.0 million and a fair value of $70.3 million
on the date of sale. We finalized the purchase price in the third quarter of 2023 and recorded a $0.5 million
reduction of the gain on sale included in discontinued operations, net of tax. For the year ended December 31,
2022, we recognized a $7.5 million gain on the sale of these businesses, which is included in discontinued
operations, net of tax.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that
effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar
replacement debt. These swaps replaced other swaps that expired on December 30, 2022. The new swaps
commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount
of $1,300.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between
4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We
have designated these swap agreements as cash flow hedges.
On April 12, 2022, after failed settlement negotiations with the CFPB regarding a certain regulatory matter, the
CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. and our former President of
Consumer Interactive. During 2022, we recorded an incremental $29.5 million of expense related to this matter.
As of December 31, 2023 and 2022, we have an accrued liability of $56.0 million in connection with this matter
and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an
outcome could have a material adverse effect on our results of operations and financial condition. However, any
possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition,
we will incur increased costs litigating this matter. See Part II, Item 8, “Financial Statements and Supplementary
Data—Notes to the Consolidated Financial Statements,” Note 23, “Contingencies,” for further information about
this matter.
On January 24, 2022, we reached a tentative class settlement with the plaintiffs in Ramirez v. TransUnion LLC,
which required court approval. Accordingly, we revised the amount of the probable loss that we previously
estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, and a
corresponding net reduction recorded in selling, general and administrative expense for the year-end
December 31, 2021. On December 19, 2022, the court entered final approval of the class settlement and we paid
the settlement amount to the plaintiffs on January 20, 2023, resulting in a full resolution of this matter.
On December 23, 2021, we entered into a tranche of interest rate swap agreements with various counterparties
that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement
debt. The tranche commenced on December 31, 2021, and expires on December 31, 2026, with a current
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aggregate notional amount of $1,568.0 million that amortizes each quarter. The tranche requires us to pay fixed
rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable
rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 17, 2021, we completed the sale of our Healthcare business. The Healthcare business met the
criteria for discontinued operations at December 31, 2021, as the sale represented a strategic shift in our business
that will have a major effect on our results of operations. The results of operations are classified as discontinued
operations, net of tax, in our Consolidated Statements of Operations for all periods presented. Discontinued
operations, net of tax, also includes a gain on the divestiture of the Healthcare business of $982.5 million, net of
tax, in the Consolidated Statements of Operations for 2021. All tables and discussions below exclude the impact
of the Healthcare business.
On December 1, 2021, we entered into an agreement to amend certain provisions of the Senior Secured Credit
Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue
discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the
incremental loan on the Senior Secured Credit Facility were used to finance the acquisition of Neustar.
On December 1, 2021, we entered into a Second Lien Credit Agreement to obtain term loans in an aggregate
amount of $640.0 million (the “Second Lien Term Loan”), less original issue discount and deferred financing
fees of $3.2 million and $14.3 million, respectively, used to fund the acquisition of Sontiq. On December 23,
2021, we fully repaid the Second Lien Term Loan using a portion of the proceeds from our sale of the Healthcare
business. As a result of the prepayment, we expensed the unamortized original issue discount and deferred fees to
other income and expense in the Consolidated Statements of Operations.
Recent Acquisitions
We selectively evaluate acquisitions as a means to expand our business and to enter new markets. Since
January 1, 2021, we have completed the following acquisitions, including those that impact the comparability of
our results between periods:
• On April 8, 2022, we acquired 100% of the equity of the entities that comprised VF. We retained the
core businesses of Argus, and divested the remaining non-core businesses on December 30, 2022.
Argus provides financial institutions, payments providers, and retailers worldwide with competitive
studies, predictive analytics, models, and advisory services. The results of operations of Argus are
included in the U.S. Markets segment in our Consolidated Statements of Operations since the date of
the acquisition. See Part II, Item 8, “Financial Statements and Supplementary Data—Notes to
Consolidated Financial Statements,” Note 2, “Business Acquisitions” and Note 3 “Discontinued
Operations,” for additional information.
• On December 1, 2021, we acquired 100% of the equity of Neustar. Neustar, a premier identity
resolution company with leading solutions in Marketing, Risk and Communications, enables customers
to build connected consumer experiences by combining decision analytics with real-time identity
resolution services driven by its OneID platform. The results of operations of Neustar are included in
Financial Services and Emerging Verticals as part of our U.S. Markets segment in our Consolidated
Statements of Operations since the date of the acquisition. See Item 8, “Financial Statements and
Supplementary Data—Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions.”
• On December 1, 2021, we acquired 100% of the equity of Sontiq. Sontiq, a leader in digital identity
protection and security, provides solutions including identity monitoring, restoration, and response
products and services to help empower consumers and businesses to proactively protect against identity
theft and cyber threats. The results of operations of Sontiq are included in the Consumer Interactive
segment in our Consolidated Statements of Operations since the date of the acquisition. See Part II,
Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements,”
Note 2, “Business Acquisitions,” for additional information.
64
Key Components of Our Results of Operations
Revenue
We report revenue for our three reportable segments, U.S. Markets, International and Consumer Interactive.
Within the U.S. Markets segment, we report and disaggregate revenue by vertical, which consists of our
Financial Services and Emerging Verticals. A portion of the revenue from our recent acquisition of Neustar is
included in each vertical. Revenue from our recent acquisition of Argus is included in the Financial Services
vertical. Within the International segment, we disaggregate revenue by regions, which consists of Canada, Latin
America, the U.K., Africa, India, and Asia Pacific. For our Consumer Interactive segment, we do not
disaggregate revenue. Revenue from our recent acquisition of Sontiq is included in our Consumer Interactive
segment.
Cost of Services
Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software
applications, consumer and call center support costs, hardware and software maintenance costs,
telecommunication expenses and occupancy costs associated with the facilities where these functions are
performed.
Selling, General and Administrative
Selling, general and administrative expenses include personnel-related costs for sales, administrative and
management employees, costs for professional and consulting services, advertising and occupancy and facilities
expense of these functions.
Goodwill Impairment
Goodwill impairment relates to the impairment of our United Kingdom reporting unit, as discussed above.
Restructuring
Restructuring expenses relate to the operating model optimization program announced in November 2023.
Non-Operating Income and Expense
Non-operating income and expense includes interest expense, interest income, earnings from equity-method
investments, dividends from Cost Method Investments, fair-value adjustments of equity method and Cost
Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt
refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.
65
Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021
(Tabular amounts in millions, except per share amounts)
For the twelve months ended December 31, 2023, 2022 and 2021, our results of operations were as follows:
Change
Twelve Months Ended December 31, 2023 vs. 2022 2022 vs. 2021
2023 2022 2021 $ % $ %
Revenue ....................... $3,831.2 $3,709.9 $2,960.2 $ 121.3 3.3% $ 749.7 25.3%
Operating expenses
Cost of services (exclusive of
depreciation and amortization
below)
1
.................. 1,517.3 1,385.1 1,022.3 132.2 9.5% 362.8 35.5%
Selling, general and
administrative
1
............. 1,171.6 1,179.4 909.0 (7.8) (0.7)% 270.4 29.7%
Depreciation and amortization . . 524.4 519.0 377.0 5.4 1.0% 142.0 37.7%
Goodwill impairment ......... 414.0 — — 414.0 nm — —%
Restructuring ................ 75.3 — — 75.3 nm — —%
Total operating expenses ......... 3,702.7 3,083.5 2,308.3 619.1 20.1% 775.2 33.6%
Operating income ............... 128.5 626.3 651.9 (497.8) (79.5)% (25.6) (3.9)%
Non-operating income and
(expense)
Interest expense .............. (288.2) (230.9) (112.6) (57.3) 24.8% (118.3) 105.1%
Interest income .............. 20.7 4.7 3.4 16.1 nm 1.3 38.2%
Earnings from equity method
investments ............... 16.3 13.0 12.0 3.3 25.4% 1.0 8.3%
Other income and (expense),
net ...................... (22.7) (30.0) (49.2) 7.3 (24.3)% 19.2 (39.0)%
Total non-operating income and
(expense) ..................... (273.9) (243.3) (146.3) (30.6) 12.6% (97.0) 66.3%
(Loss) income from continuing
operations before income taxes . . (145.3) 383.0 505.6 (528.4) nm (122.6) (24.2)%
Provision for income taxes ........ (44.7) (118.9) (131.9) 74.2 (62.4)% 13.0 (9.9)%
(Loss) income from continuing
operations .................... (190.1) 264.1 373.7 (454.2) nm (109.6) (29.3)%
Discontinued operations, net of
tax .......................... (0.7) 17.4 1,031.7 (18.1) nm (1,014.3) (98.3)%
Net (loss) income ................ (190.8) 281.5 1,405.4 (472.3) nm (1,123.9) (80.0)%
Less: net income attributable to
noncontrolling interests ........ (15.4) (15.2) (15.0) (0.2) 1.3% (0.2) 1.3%
Net (loss) income attributable to
TransUnion .................. $ (206.2) $ 266.3 $1,390.3 $(472.4) nm $(1,124.0) (80.8)%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1. We revised our Consolidated Statement of Operations for the years ended December 31, 2022 and 2021 to
correct errors in the classification of employee costs related to certain of our recent acquisitions identified in
the second quarter of 2023 and certain expenses identified in the fourth quarter of 2023 between cost of
services and selling, general and administrative in equal and offsetting amounts resulting in no impact to
total operating expenses, operating income or net income. We also corrected an immaterial error related to
an over accrual of expenses, net of the related income tax effect, during the year ended December 31, 2021,
that had previously been corrected out of period during the twelve months ended December 31, 2022. See
66
Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 1, “Significant Accounting and Reporting Policies” and Note 26, “Quarterly Financial
Data (Unaudited).”
Revenue
For 2023, revenue increased $121.3 million, or 3.3%, compared with 2022, due primarily to growth in our
International and U.S. Markets segments, partially offset by a decrease in our Consumer Interactive segment and
a decrease of 0.6% due to the impact of foreign currencies, as further discussed in the Segment Results of
Operations section below.
For 2022, revenue increased $749.7 million, or 25.3%, compared with 2021, due primarily to 24.4% increase
from our acquisitions in the U.S. Markets and Consumer Interactive segments and organic growth in our
International segment, partially offset by a decrease of 2.3% from the impact of foreign currencies, as further
discussed in the Segment Results of Operations below.
Operating Expenses
Cost of services
For 2023, cost of services increased $132.2 million compared with 2022. The increase was due primarily to:
• an increase of approximately $78.0 million in variable product costs primarily resulting from an
increase in third-party royalty costs in our U.S. Markets segment and from the increase in revenue;
• an increase of approximately $30.0 million in technology-related costs, including costs for our
accelerated technology investment;
• an increase of approximately $19.0 million in operating costs in the first quarter from our April 2022
acquisition in our U.S. Markets segment; and
• an increase of approximately $17.0 million in labor costs due to increased headcount and incentive
compensation;
partially offset by:
• a decrease of approximately $5.0 million from the impact of foreign currencies on our international
operations.
For 2022, cost of services increased $362.8 million compared with 2021. The increase was due primarily to:
• an increase of approximately $303.0 million in operating and integration-related costs from our recent
acquisitions in our U.S. Markets and Consumer Interactive segments;
• an increase of approximately $41.0 million in labor costs, including an increase in stock-based
compensation, primarily in our U.S. Markets and International segments, as we continue to invest in
key strategic growth initiatives;
• an increase of approximately $30.0 million in technology-related costs, including cost for our
accelerated technology investment; and
• an increase of approximately $9.0 million in product costs in our U.S. Markets and International
segment due to the increase in revenue;
partially offset by:
• a decrease of approximately $16.0 million from the impact of foreign currencies on our international
operations.
67
Selling, general and administrative
For 2023, selling, general and administrative expenses decreased $7.8 million compared with 2022. The increase
was due primarily to:
• an increase of approximately $43.0 million in labor costs due to increased headcount and stock-based
incentive compensation; and
• an increase of approximately $23.0 million of certain administrative expenses including travel,
professional services and miscellaneous taxes;
partially offset by:
• a decrease of approximately $24.0 million in certain legal and regulatory expenses, primarily due to the
CFPB litigation as discussed in Part II, Item 8, “Financial Statements and Supplementary Data—Notes
to Consolidated Financial Statements,” Note 23, “Contingencies”;
• a decrease of approximately $22.0 million in advertising expense, primarily in our Consumer
Interactive segment;
• a decrease of approximately $14.0 million in integration-related costs for our 2021 and 2022
acquisitions in our U.S. Markets and Consumer Interactive segments; and
• a decrease of approximately $6.0 million from the impact of foreign currencies on our international
operations.
For 2022, selling, general and administrative expenses increased $270.4 million compared with 2021. The
increase was due primarily to:
• an increase of approximately $254.0 million in operating and integration-related costs from our
acquisitions in our U.S. Markets and Consumer Interactive segments;
• an increase of approximately $25.0 million for certain legal and regulatory expenses;
• an increase of approximately $12.0 million in travel and entertainment expenses due to increased travel
following the easing of COVID-19 travel restrictions, primarily in our U.S. Markets and International
segments; and
• an increase of approximately $7.0 million in labor costs, as we continue to invest in key strategic
growth initiatives;
partially offset by:
• a decrease in advertising expense of approximately $18.0 million, primarily in our Consumer
Interactive segment; and
• a decrease of approximately $14.0 million from the impact of foreign currencies on the expenses of our
International segment.
Depreciation and amortization
For 2023, depreciation and amortization was consistent with 2022.
For 2022, depreciation and amortization increased $142.0 million compared with 2021, due primarily to recent
acquisitions of tangible and intangible assets.
Goodwill impairment
For 2023, we recorded a partial goodwill impairment of $414.0 million related to our United Kingdom reporting
unit.
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See Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 6, “Goodwill,” for additional information.
Restructuring
Restructuring expenses relate to our operating model optimization program. For 2023, these expenses include
approximately $71.9 million related to employee separation and $3.4 million related to facility exits.
See Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 11, “Restructuring,” for additional information.
Non-Operating Income and (Expense)
Interest expense
As discussed above, in December 2021, we borrowed a significant amount of additional debt to fund our
acquisition of Neustar, and in 2022 and 2023, we prepaid a significant amount of debt, both of which impact the
comparability of interest expense between periods.
For 2023, interest expense increased $57.3 million compared with 2022. The increase in interest expense for
2023 was due primarily to the impact of an increase in the average periodic variable interest rate on the unhedged
portion of our debt, partially offset by a decrease in outstanding principal balance due to the prepayments made
in 2022 and 2023. Approximately 73.9% of this debt is hedged with interest rate swaps.
For 2022, interest expense increased $118.3 million compared with 2021. The increase in interest expense for
2022 was due primarily to additional borrowings of $3,100.0 million under our Senior Secured Credit Facility to
fund the acquisition of Neustar on December 1, 2021, and the impact of an increase in the average interest rate.
Interest income
For 2023, interest income increased $16.1 million, compared with 2022. The increase was due primarily to
interest earned on notes receivable, including the note receivable issued in connection with our sale of the
non-core VF businesses as discussed above, as discussed above, and an increase in interest on our investments
due to the increase in interest rates.
For 2022, interest income was consistent with 2021.
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
Change
Twelve months ended December 31, 2023 vs. 2022 2022 vs. 2021
2023 2022 2021 $ % $ %
Other income and (expense), net:
Acquisition fees .............. $ (8.2) $(23.7) $(48.1) $15.5 65.4% $ 24.4 50.7%
Debt-related expenses .......... (11.5) (11.0) (19.6) (0.5) (4.5)% 8.6 43.9%
Other income (expense), net ..... (3.0) 4.7 18.5 (7.7) nm (13.8) (74.7)%
Total other income and (expense),
net ........................... $(22.7) $(30.0) $(49.2) $ 7.3 (24.3)% $ 19.2 39.0%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
69
Acquisition fees
Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and
exploratory transactions, and include costs related to our acquisitions of Argus in 2022, and Neustar and Sontiq
in 2021.
Debt-related expenses
For 2023, debt-related expenses included $9.3 million of unamortized original issue discount, deferred financing
fees, and other related fees expensed as a result of our debt prepayments and refinancing of our Senior Secured
Term Loan A-3 and $2.2 million of other debt financing expenses. For 2022, debt-related expenses included
$9.3 million of deferred financing fees and other net costs expensed as a result of our repayment of our Senior
Secured Term Loans and the partial repayment of our other Term Loans. For 2021, debt-related expenses
included $17.9 million of deferred financing fees and other net costs expensed as a result of our repayment of our
Second Lien Term Loan and the partial repayment of our other Term Loans. See Part II, Item 8, “Financial
Statements and Supplementary Data—Notes to Consolidated Financial Statements,” Note 13, “Debt,” for
additional information about our debt.
Other income (expense), net
For 2023, other income (expense), net included impairment losses totaling $15.9 million on Cost Method
Investments in our U.S. Markets segment and Corporate in 2023, partially offset by a $10.1 million adjustment to
the fair value of a put option liability related to a minority investment, gains and losses on other Cost Method
investments, currency remeasurement gains and losses, dividends received from Cost Method Investments, and
other miscellaneous non-operating income and expense items. For 2022, other income and expense included
$6.8 million of reimbursements for transition services related to divested businesses, net of separation expenses,
a $3.4 million gain related to a government tax reimbursement from a recent business acquisition and dividends
received from cost method investments, partially offset by currency remeasurement losses and other
miscellaneous non-operating income and expense items. For 2021, other income and expense included
$18.4 million of gains on Cost Method investments, dividends received from cost method investments, currency
remeasurement losses, and other miscellaneous non-operating income and expense items.
Provision for Income Taxes
For 2023, we reported a (30.8)% effective tax rate, which is lower than the 21.0% U.S. federal corporate
statutory rate due primarily to the impact of non-deductible goodwill impairment, partially offset by benefits on
the remeasurement of deferred taxes due to changes in state apportionment rates.
For 2022, we reported a 31.0% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory
rate due primarily to increases in valuation allowances on foreign tax credit carryforwards, nondeductible
expenses in connection with certain legal and regulatory matters and executive compensation limitations, and
other rate-impacting items, partially offset by benefits from the research and development credit and excess tax
benefits on stock-based compensation.
For 2021, we reported a 26.1% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory
rate due primarily to recording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an
increase in the U.K. corporate tax rate enacted in the second quarter 2021 and nondeductible transaction costs
and penalties, partially offset by excess tax benefits on stock based compensation and a tax benefit related to
electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019
tax years. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow
certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their
GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available.
70
Segment Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021
Management, including our chief operating decision maker (“CODM”), evaluates the financial performance of
our businesses based on revenue and segment Adjusted EBITDA. For the twelve months ended December 31,
2023, 2022 and 2021, our segment revenue and Adjusted EBITDA were as follows:
Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment
Change
Twelve months ended December 31, 2023 vs. 2022 2022 vs. 2021
2023 2022 2021 $ % $ %
Revenue:
U.S. Markets gross revenue
Financial Services ............. $1,280.3 $1,255.1 $1,090.0 $ 25.2 2.0% $165.1 15.1%
Emerging Verticals ............ 1,223.9 1,192.1 701.0 31.8 2.7% 491.1 70.1%
U.S. Markets gross revenue ......... $2,504.2 $2,447.3 $1,791.0 $ 56.9 2.3% $656.3 36.6%
International:
Canada ...................... $ 139.5 $ 128.2 $ 126.9 $ 11.3 8.8% $ 1.2 1.0%
Latin America ................ 120.6 112.9 103.2 7.7 6.8% 9.7 9.4%
UK ......................... 197.2 203.0 216.5 (5.7) (2.8)% (13.5) (6.2)%
Africa ....................... 60.6 61.7 59.5 (1.1) (1.8)% 2.2 3.7%
India ........................ 218.8 174.2 133.1 44.6 25.6% 41.1 30.9%
Asia Pacific .................. 88.6 75.9 62.7 12.6 16.7% 13.2 21.1%
International gross revenue .......... $ 825.3 $ 755.9 $ 701.9 $ 69.4 9.2% $ 54.0 7.7%
Consumer Interactive gross revenue . . . $ 579.7 $ 585.3 $ 545.8 $ (5.6) (0.9)% $ 39.5 7.2%
Total gross revenue ............... $3,909.3 $3,788.4 $3,038.7 $120.8 3.2% $749.8 24.7%
Intersegment revenue eliminations .... (78.1) (78.6) (78.4) 0.5 nm (0.1) nm
Total revenue as reported .......... $3,831.2 $3,709.9 $2,960.2 $121.3 3.3% $749.6 25.3%
Adjusted EBITDA:
U.S. Markets ..................... $ 846.8 $ 869.0 $ 717.2 $ (22.2) (2.6)% $151.8 21.2%
International ..................... 361.5 329.3 300.1 32.2 9.8% 29.2 9.7%
Consumer Interactive .............. 278.2 282.3 263.1 (4.1) (1.5)% 19.3 7.3%
Adjusted EBITDA margin:
U.S. Markets ..................... 33.8% 35.5% 40.0% (1.7)% (4.5)%
International ..................... 43.8% 43.6% 42.8% 0.2% 0.8%
Consumer Interactive .............. 48.0% 48.2% 48.2% (0.3)% —%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
We define Adjusted EBITDA margin for our segments as the segment Adjusted EBITDA divided by segment
gross revenue.
U.S. Markets Segment
Revenue
For 2023, U.S. Markets revenue increased $56.9 million, or 2.3%, compared with the same period in 2022, due to
organic growth in both verticals and an increase of 0.8% from our acquisition of Argus, which is included in our
Financial Services vertical. Revenue from Emerging Verticals and Financial Services increased $31.8 million
and $25.2 million, respectively, as discussed below.
71
For 2022, U.S. Markets revenue increased $656.3 million, compared with the same period in 2021, due primarily
to a 36.6% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue
in our Financial Services vertical.
Financial Services: For 2023, Financial Services revenue increased $25.2 million, or 2.0%, compared to 2022,
due primarily to a 1.6% increase from our acquisition of Argus, an increase in our Mortgage line of business
primarily from price increases partially offset by volume declines due to higher interest rates, and an increase in
our Auto line of business due to price and volume increases. These increases were partially offset by decreases in
our Consumer Lending line of business due to softness in the FinTech space from increasing interest rates and in
our Card and Banking line of business due primarily to a decrease in volume.
For 2022, Financial Services revenue increased $165.1 million, compared with 2021, due primarily to a 16.7%
increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue. Organic
revenue decreased in our Mortgage line of business as volumes declined due to the significant increases in
interest rates, which was partially offset by an increase in revenue from new product initiatives in our card and
banking, consumer lending, and auto lines of business.
Emerging Verticals: For 2023, Emerging Verticals revenue increased $31.8 million, or 2.7%, compared with
2022, due to increases in our Technology, Commerce and Communications, Insurance, Service & Collections,
Public Sector, and Media verticals due primarily to increased volumes in existing products and new products
from our recent acquisitions, partially offset by a decrease in our Tenant and Employment vertical due to volume
decreases.
For 2022, Emerging Verticals revenue increased $491.1 million, compared to 2022, due primarily to a 64.7%
increase from our acquisition of Neustar and an increase in organic revenue. Organic revenue increased in all of
our verticals due primarily to new wins in our existing product portfolio.
Adjusted EBITDA
For 2023, Adjusted EBITDA decreased $22.2 million due primarily to higher variable product costs and an
increase in people costs, partially offset by an increase in revenue. Adjusted EBITDA margins decreased 1.7%
due primarily to a shift in the revenue mix and the lower margin profile of the Argus business.
For 2022, Adjusted EBITDA increased $151.8 million due primarily to an increase in Adjusted EBITDA from
recent acquisitions. Adjusted EBITDA margins decreased 4.5% due primarily to the impact of the lower margin
profile of the Neustar business, integration costs from our acquisition of Argus, and an increase in product costs
resulting from the increase in revenue, and a decrease in organic revenue in our financial services vertical,
partially offset by an increase in organic revenue in our Emerging Verticals.
International Segment
Revenue
For 2023, International revenue increased $69.4 million, or 9.2%, compared with 2022. The increase was due
primarily to higher local currency revenue in all regions except for the United Kingdom, driven by increased
volumes from improving economic conditions and new product initiatives, partially offset by a decrease of 3.0%
from the impact of foreign currencies.
For 2022, International revenue increased $54.0 million, or 7.7%, compared with 2021. The increase was due
primarily to higher local currency revenue in all regions from increased volumes, which resulted from improving
economic conditions and from new product initiatives, partially offset by a decrease of 7.3% from the impact of
foreign currencies.
72
Canada: For 2023, Canada revenue increased $11.3 million, or 8.8%, compared with 2022. The increase was due
primarily to higher local currency revenue from new business wins at large banks and FinTechs, increased breach
volumes and other volume increases across key verticals, partially offset by a decrease of 4.0% from the impact
of foreign currencies.
For 2022, Canada revenue increased $1.2 million, or 1.0%, compared with 2021. The increase was due primarily
to higher local currency revenue from new business wins and incremental revenue with current customers,
partially offset by a decrease of 3.8% from the impact of foreign currencies and revenue earned from a
significant breach contract in the prior year.
Latin America: For 2023, Latin America revenue increased $7.7 million, or 6.8%, compared with 2022. The
increase was due primarily to higher local currency revenue from new business in the financial services vertical
and an increase in batch jobs and an increase of 0.8% from the impact of foreign currencies.
For 2022, Latin America revenue increased $9.7 million, or 9.4%, compared with 2021. The increase was due
primarily to higher local currency revenue from growth across our markets reflecting good local macroeconomic
conditions and consumer fundamentals and ongoing new business wins and expansion of our new solutions,
partially offset by a decrease of 4.5% from the impact of foreign currencies.
United Kingdom: For 2023, United Kingdom revenue decreased $5.7 million, or 2.8%, compared with 2022. The
decrease was primarily driven by the impact of a drop in volume for a one-time contract compared to the prior
year and a decline in FinTech revenue, partially offset by volume growth from new products across most
verticals and an increase of 0.5% from the impact of foreign currencies.
For 2022, United Kingdom revenue decreased $13.5 million, or 6.3%, compared with 2021. The decrease was
primarily driven by a decrease of 10.3% from the impact of foreign currencies and a drop in volume for a
one-time contract compared to the prior year, partially offset by and increase in local currency revenue due to an
expansion of key product offerings.
Africa: For 2023, Africa revenue decreased $1.1 million, or 1.8%, compared to 2022. The decrease was primarily
driven by a decrease of 12.8% from the impact of foreign currencies, partially offset by an increase in local
currency revenue in South Africa from large customers in emerging verticals and growth in the insurance and
financial services verticals.
For 2022, Africa revenue increased $2.2 million, or 3.8%, compared to 2021. The increase was due primarily to
higher local currency revenue from meaningful new business wins and contract renewals as well as growth in
emerging countries, partially offset by a decrease of 10.1% from the impact of foreign currencies.
India: For 2023, India revenue increased $44.6 million, or 25.6%, compared to 2022. The increase was due
primarily to higher local currency revenue across all lines of business, including online, batch, consumer and
commercial, partially offset by a decrease of 6.5% from the impact of foreign currencies.
For 2022, India revenue increased $41.1 million, or 30.9%, compared to 2021. The increase was due primarily to
higher local currency revenue from growth in consumer lending and card issuance driven by consumers who
continue to spend despite rising inflation, partially offset by a decrease of 8.4% from the impact of foreign
currencies.
Asia Pacific: For 2023, Asia Pacific revenue increased $12.6 million, or 16.7%, compared to 2022. The increase
was due primarily to higher local currency revenue in the Philippines from volume and batch increases in the
financial services vertical and an increase in the Fintech vertical in Hong Kong, partially offset by a decrease in
revenue of 0.6% from the impact of foreign currencies.
73
For 2022, Asia Pacific revenue increased $13.2 million, or 21.1%, due primarily to higher local currency revenue
from increased volumes resulting from improved macroeconomic conditions, and new business wins, particularly
in the Philippines and Hong Kong, partially offset by a decrease of 3.1% from the impact of foreign currencies.
Adjusted EBITDA
For 2023, Adjusted EBITDA increased $32.2 million due primarily to increased revenue in India and other
regions as discussed above, partially offset by an increase in labor and other people-related costs to support
growth initiatives in certain regions. Adjusted EBITDA margins were relatively flat as the revenue increase was
largely offset by an increase in labor costs to support growth initiatives in certain regions.
For 2022, Adjusted EBITDA increased $29.2 million due primarily to increases in India and all of the other
regions except the United Kingdom. Adjusted EBITDA margins increased 0.8% due primarily to an increase in
local currency revenue and improving market conditions in most of our regions, partially offset by an increase in
labor costs.
Consumer Interactive Segment
Revenue
For 2023, Consumer Interactive revenue decreased $5.6 million, or 0.9%, compared with 2022, due primarily to
a decrease in revenue in our Direct channel as reduced advertising and slowing macroeconomic conditions
significantly reduced consumer demand for our paid credit products, partially offset by an increase in revenue in
our indirect channel from breach revenue and an increase in volumes.
For 2022, Consumer Interactive revenue increased $39.5 million, or 7.2%, compared with 2021, due primarily to
an increase of 15.8% from our acquisition of Sontiq, partially offset by a decrease in revenue in both of our
channels. In our Indirect channel, revenue decreased due primarily to a large breach services contract which was
recognized in the second half of 2021. In our Direct channel, slowing macroeconomic conditions significantly
reduced consumer demand for our paid credit products.
Adjusted EBITDA
For 2023, Adjusted EBITDA decreased $4.1 million due primarily to a decrease in revenue. For 2022, Adjusted
EBITDA increased $19.3 million due primarily to an increase in revenue. Adjusted EBITDA margins for both
years were relatively flat as the changes in revenue were offset by changes in costs, including advertising
expenses.
Non-GAAP Measures—Twelve Months Ended December 31, 2023, 2022 and 2021
In addition to the GAAP measures discussed above, Management, including our CODM, evaluates the financial
performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated
Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for
Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio.
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income,
Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and
Leverage Ratio for all periods presented. These are important financial measures for the Company but are not
financial measures as defined by GAAP. 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
74
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,
diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial
measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income,
Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate 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. These are
measures frequently used by securities analysts, investors and other interested parties in their evaluation of the
operating performance of companies similar to ours.
Our Board and executive management team use Adjusted EBITDA as an incentive compensation measure for
most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for
certain of our senior executives.
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 our Leverage Ratio
which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to
service our debt and make other capital allocation decisions.
Consolidated Adjusted EBITDA
Management has excluded the following items from net income (loss) attributable to TransUnion in order to
calculate Adjusted EBITDA for the periods presented:
• Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations. We
exclude discontinued operations, net of tax because we believe it does not reflect the underlying and
ongoing performance of our business operations.
• Net interest expense, which is the sum of interest expense and interest income as reported on our
Consolidated Statements of Operations.
• Provision for income taxes, as reported on our Consolidated Statements of Operations.
• Depreciation and amortization, as reported on our Consolidated Statements of Operations.
• Goodwill impairment, as reported on our Consolidated Statements of Operations. We exclude goodwill
impairment because the amount of such expenses in any specific period may not directly correlate to
the underlying performance of our business operations during that period and such expense can vary
significantly between periods.
• Stock-based compensation is used as an incentive to engage and retain our employees. It is
predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate
to the underlying performance of our business operations during the period since it is measured at the
grant date fair value and it is subject to variability as a result of performance conditions and timing of
grants. These expenses are reported within cost of services and selling, general and administrative on
our Consolidated Statements of Operations.
• Operating model optimization program represents employee separation costs, facility lease exit costs, and
other business process optimization expenses incurred in connection with the transformation plan
discussed further in “Results of Operations—Factors Affecting Our Results of Operations.” We exclude
these expenses as we believe they are not directly correlated to the underlying performance of our
75
business. Further, these costs will vary and may not be comparable during the transformation initiative as
we progress toward an optimized operating model. These costs are reported primarily in selling, general
and administrative and restructuring expenses on our Consolidated Statements of Operations.
• Accelerated technology investment includes Project Rise and the final phase of our technology
investment announced in November 2023. Project Rise was announced in February 2020 and was
originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021,
we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement
our cloud-based technology already under development as part of Project Rise. As a result, we
extended Project Rise’s timeline to 2024 and increased the total estimated cost to approximately
$240 million. In November 2023, we announced our plans to further leverage Neustar’s technology to
standardize and streamline our product delivery platforms and to build a single global platform for
fulfillment of our product lines. The additional investment is expected to be approximately $90 million
during 2024 and 2025 and represents the final phase of the technology investment in our global
technology infrastructure and core customer applications. We expect that the accelerated technology
investment will fundamentally transform our technology infrastructure by implementing a global
cloud-based approach to streamline product development, increase the efficiency of ongoing operations
and maintenance and enable a continuous improvement approach to avoid the need for another major
technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and
performant hybrid cloud infrastructure requires us to dedicate separate resources in order to develop the
new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our
existing technology team to ensure no disruptions to our customers. The costs associated with the
accelerated technology investment are incremental and redundant costs that will not recur after the
program has been completed and are not representative of our underlying operating performance.
Therefore, we believe that excluding these costs from our non-GAAP measures provides a better
reflection of our ongoing cost structure. These costs are primarily reported in cost of services and
therefore do not include amounts that are capitalized as internally developed software.
• Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses
associated with specific transactions (exploratory or executed) and consist of (i) transaction and
integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities
that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments
related to investments and call and put options, (iv) transition services agreement income, and (v) a loss
on disposal of a business. We exclude these expenses as we believe they are not directly correlated to
the underlying performance of our business operations and vary depending upon the timing of such
transactions. These expenses are reported in costs of services, selling, general and administrative and
other income and (expenses), net, on our Consolidated Statements of Operations.
• Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and
refinancing, (ii) currency remeasurement on foreign operations, (iii) other debt financing expenses
consisting primarily of revolving credit facility deferred financing fee amortization and commitment
fees and expenses associated with ratings agencies and interest rate hedging, (iv) legal and regulatory
expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe
they are not directly correlated to the underlying performance of our business and create variability
between periods based on the nature and timing of the expense or income. These costs are reported in
selling, general and administrative and in non-operating income and expense, net as applicable based
on their nature on our Consolidated Statements of Operations.
Consolidated Adjusted EBITDA Margin
Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by
total revenue as reported.
76
Adjusted Net Income
Management has excluded the following items from net income (loss) attributable to TransUnion in order to
calculate Adjusted Net Income for the periods presented:
• Discontinued operations, net of tax (see Consolidated Adjusted EBITDA above)
• Goodwill impairment (see Consolidated Adjusted EBITDA above)
• Amortization of certain intangible assets presents non-cash amortization expenses related to assets that
arose from our 2012 change in control transaction and business combinations occurring after our 2012
change in control. We exclude these expenses as we believe they are not directly correlated to the
underlying performance of our business operations and vary dependent upon the timing of the
transactions that give rise to these assets. Amortization of intangible assets is included in depreciation
and amortization on our Consolidated Statements of Operations.
• Stock-based compensation (see Consolidated Adjusted EBITDA above)
• Operating model optimization program (see Consolidated Adjusted EBITDA above)
• Accelerated technology investment (see Consolidated Adjusted EBITDA above)
• Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA
above)
• Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other
debt financing expenses and certain other miscellaneous income and expense that are included in the
adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted
Net Income.
• Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted
Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision
for Income Taxes below. Adjustments related to the provision for income taxes are included in the line
item by this name on our consolidated statement of operations.
Adjusted Diluted Earnings Per Share
Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-
average diluted shares outstanding.
Adjusted Provision for Income Taxes
Management has excluded the following items from our provision for income taxes for the periods presented:
• Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted
Net Income described above. The tax rate applied to each adjustment is based on the nature of each line
item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a
comprehensive view of our adjusted net income.
• Excess tax expense (benefit) for stock-based compensation is the permanent difference between
expenses recognized for book purposes and expenses recognized for tax purposes, in each case related
to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income
Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of
Adjusted Net Income.
• Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or
unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and
reserves related to prior periods, and (iv) other non-recurring items. We exclude these items because
they create variability that impacts comparability between periods.
77
Adjusted Effective Tax Rate
Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by adjusted
income from continuing operations before income taxes. We calculate adjusted income from continuing
operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income
discussed above and noncontrolling interest related to these pre-tax adjustments from (loss) income from
continuing operations before income taxes.
Leverage Ratio
Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent
twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is
defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
For the twelve months ended December 31, 2023, 2022 and 2021, these non-GAAP measures were as follows:
Adjusted EBITDA and Adjusted EBITDA Margin
Change
Twelve Months Ended December 31, 2023 vs. 2022 2022 vs. 2021
2023 2022 2021 $ % $ %
Reconciliation of net (loss) income
attributable to TransUnion to
consolidated Adjusted EBITDA:
Net (loss) income attributable to
TransUnion
6
.................. $ (206.2) $ 266.3 $ 1,390.3 $(472.4) nm $(1,124.1) (80.8)%
Discontinued operations, net of tax . . . 0.7 (17.4) (1,031.7) 18.1 nm 1,014.3 (98.3)%
Net (loss) income from continuing
operations attributable to
TransUnion
6
.................. $ (205.4) $ 248.9 $ 358.7 $(454.3) nm $ (109.7) (30.6)%
Net interest expense .......... 267.5 226.2 109.2 41.3 18.3% 117.1 nm
Provision for income taxes
6
.... 44.7 118.9 131.9 (74.2) (62.4)% (13.0) (9.8)%
Depreciation and amortization . . 524.4 519.0 377.0 5.4 1.0% 142.0 37.7%
EBITDA
6
....................... $ 631.2 $1,113.1 $ 976.7 $(481.9) (43.3)% $ 136.3 14.0%
Adjustments to EBITDA:
Goodwill impairment ......... 414.0 — — 414.0 nm — nm
Stock-based compensation ..... 100.6 81.1 70.1 19.5 24.0% 11.0 15.6%
Operating model optimization
program
1
................. 77.6 — — 77.6 nm — nm
Accelerated technology
investment
2,6
.............. 70.6 54.0 39.7 16.6 30.7% 14.3 36.0%
Mergers and acquisitions,
divestitures and business
optimization
3
.............. 34.6 50.7 52.6 (16.1) (31.8)% (1.9) (3.6)%
Net other
4
.................. 15.2 46.1 19.4 (30.9) (67.0)% 26.7 nm
Total adjustments to EBITDA
6
...... $ 712.5 $ 231.9 $ 181.8 $ 480.6 nm $ 50.1 27.6%
Consolidated Adjusted EBITDA
6
. . $1,343.7 $1,344.9 $ 1,158.5 $ (1.3) (0.1)% $ 186.5 16.1%
Net (loss) income attributable to
TransUnion margin
6
............ (5.4)% 7.2% 47.0% (12.6)% (39.8)%
Consolidated Adjusted EBITDA
Margin
5,6
..................... 35.1% 36.3% 39.1% (1.2)% (2.8)%
78
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1. Consists of restructuring expenses of $71.9 million related to employee separation costs and
$3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business
process optimization expenses included primarily in selling, general and administrative.
2. Represents expenses associated with our accelerated technology investment to migrate to the cloud.
There are three components of the accelerated technology investment: (i) building foundational
capabilities which includes establishing a modern, API-based and services-oriented software
architecture, (ii) the migration of each application and customer data to the new enterprise platform,
including the redundant software costs during the migration period, as well as the efforts to
decommission the legacy system, and (iii) program enablement, which includes dedicated resources to
support the planning and execution of the program. The amounts for each category of cost are as
follows:
Twelve Months Ended December 31,
2023 2022 2021
Foundational Capabilities ....................... $35.8 $34.1 $27.7
Migration Management ......................... 29.6 14.6 7.3
Program Enablement ........................... 5.2 5.3 4.7
Total accelerated technology investment ............ $70.6 $54.0 $39.7
3. Mergers and acquisitions, divestitures and business optimization consisted of the following
adjustments:
Twelve Months Ended December 31,
2023 2022 2021
Transaction and integration costs .................. $30.9 $56.9 $57.2
Post-acquisition adjustments ..................... 4.3 (3.4) —
Fair value and impairment adjustments ............. 1.6 4.0 (3.5)
Transition services agreement income .............. (2.5) (6.8) (1.1)
Loss on business disposal ....................... 0.3 — —
Total mergers and acquisitions, divestitures and
business optimization ......................... $34.6 $50.7 $52.6
4. Net other consisted of the following adjustments:
Twelve Months Ended December 31,
2023 2022 2021
Deferred loan fee expense from debt prepayments and
refinancing ................................. $ 9.3 $ 9.3 $17.9
Currency remeasurement on foreign operations ...... 4.8 6.3 2.0
Other debt financing expenses .................... 2.2 1.7 1.5
Legal and regulatory expenses, net ................ — 28.4 1.2
Other non-operating (income) and expense
a
......... (1.0) 0.3 (3.3)
Total other adjustments ......................... $15.2 $46.1 $19.4
a. Other non-operating (income) and expense includes a $3.5 million net recovery from a fraud
incident that occurred in July 2019 in our Asia Pacific region in the twelve months ended
December 31, 2021.
79
5. Consolidated Adjusted EBITDA Margin is calculated by dividing Consolidated Adjusted EBITDA by
total revenue.
6. Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an
immaterial error related to an over accrual of expenses, net of the related income tax effect, during the
twelve months ended December 31, 2021, that had previously been corrected out of period during the
twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology
investment adjustment.
Consolidated Adjusted EBITDA
For 2023, Consolidated Adjusted EBITDA was relatively consistent, as the increase in cost of services and
selling, general and administrative expenses, excluding the operating expenses added back, was mostly offset by
the increase in revenue, as disclosed in the discussions and tables above.
Adjusted EBITDA Margin decreased in 2023 primarily due to lower margins from our recent acquisitions and
higher variable product costs in our U.S. Markets segment.
For 2022, Consolidated Adjusted EBITDA increased $186.5 million due primarily to an increase in Adjusted
EBITDA from our recent acquisitions and the increase in revenue, partially offset by the increase in cost of
services and selling, general and administrative expenses.
EBITDA Margin decreased in 2022 due primarily to lower margins from our recent acquisitions.
80
Adjusted Net Income and Adjusted Earnings Per Share
Twelve Months Ended December 31,
Change
2023 vs. 2022 2022 vs. 2021
2023 2022 2021 $ % $ %
Reconciliation of net (loss)
income attributable to
TransUnion to Adjusted Net
Income:
Net (loss) income
attributable to
TransUnion
8
.......... $ (206.2) $266.3 $ 1,390.3 $(472.4) nm $(1,124.1) (80.8)%
Discontinued operations,
netoftax............. 0.7 (17.4) (1,031.7) 18.1 nm 1,014.3 (98.3)%
(Loss) income from
continuing operations
attributable to
TransUnion
8
.......... $ (205.4) $248.9 $ 358.7 $(454.3) nm $ (109.8) (30.6)%
Pre-tax adjustments:
Goodwill impairment ..... 414.0 — — 414.0 nm — nm
Amortization of certain
intangible assets ....... 293.6 306.7 189.3 (13.1) (4.3)% 117.4 62.0%
Stock-based
compensation ......... 100.6 81.1 70.1 19.5 24.0% 11.0 15.7%
Operating model
optimization program
1
. . 77.6 — — 77.6 nm — nm
Accelerated technology
investment
2,8
.......... 70.6 54.0 39.7 16.6 30.8% 14.3 36.0%
Mergers and acquisitions,
divestitures and business
optimization
3
......... 34.6 50.7 52.6 (16.1) (31.7)% (1.83) (3.5)%
Net other
4
.............. 14.0 44.3 17.7 (30.3) (68.4)% 26.6 nm
Total adjustments before income
tax items
8
................ $1,005.0 $536.8 $ 369.4 $ 468.2 87.2% $ 167.4 45.3%
Total adjustments for income
taxes
5,8
.................. $ (144.1) $ (86.8) $ (62.3) $ (57.3) 66.0% $ (24.5) 39.3%
Adjusted Net Income
8
....... $ 655.4 $698.9 $ 665.7 $ (43.5) (6.2)% $ 33.2 5.0%
Weighted-average shares
outstanding:
Basic .................. 193.4 192.5 191.4 0.9 0.5% 1.1 0.6%
Diluted ................ 194.7 193.1 193.0 1.6 0.8% 0.1 0.1%
Adjusted Earnings per Share:
8
Basic .................. $ 3.39 $ 3.63 $ 3.48 $ (0.24) (6.7)% $ 0.15 4.3%
Diluted ................ $ 3.37 $ 3.62 $ 3.45 $ (0.25) (7.0)% $ 0.17 4.9%
81
Twelve Months Ended December 31,
2023 2022 2021
Reconciliation of diluted (loss) earnings per share from net (loss) income
attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
7
Net (loss) income attributable to TransUnion
8
...................... $(1.07) $ 1.38 $ 7.20
Discontinued operations, net of tax ............................... — (0.09) (5.35)
(Loss) income from continuing operations attributable to TransUnion
8
. . . $(1.06) $ 1.29 $ 1.86
Adjustments before income tax items:
Goodwill impairment .......................................... 2.13 — —
Amortization of certain intangible assets ........................... 1.51 1.59 0.98
Stock-based compensation ...................................... 0.52 0.42 0.36
Operating model optimization program
1
........................... 0.40 — —
Accelerated technology investment
2,8
............................. 0.36 0.28 0.21
Mergers and acquisitions, divestitures and business optimization
3
....... 0.18 0.26 0.27
Net other
4
................................................... 0.07 0.23 0.09
Total adjustments before income tax items
8
............................ $5.16 $ 2.78 $ 1.91
Total adjustments for income taxes
5,8
................................. (0.74) (0.45) (0.32)
Impact of additional dilutive shares
6
.................................. $0.02 $ — $ —
Adjusted Diluted Earnings per Share
8
................................. $3.37 $ 3.62 $ 3.45
As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes
below.
1. Consists of restructuring expenses of $71.9 million related to employee separation costs and
$3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business
process optimization expenses included primarily in selling, general and administrative.
2. Represents expenses associated with our accelerated technology investment to migrate to the cloud.
There are three components of the accelerated technology investment: (i) building foundational
capabilities which includes establishing a modern, API-based and services-oriented software
architecture, (ii) the migration of each application and customer data to the new enterprise platform,
including the redundant software costs during the migration period, as well as the efforts to
decommission the legacy system, and (iii) program enablement, which includes dedicated resources to
support the planning and execution of the program. The amounts for each category of cost are as
follows:
Twelve Months Ended December 31,
2023 2022 2021
Foundational Capabilities ....................... $35.8 $34.1 $27.7
Migration Management ......................... 29.6 14.6 7.3
Program Enablement ........................... 5.2 5.3 4.7
Total accelerated technology investment ............ $70.6 $54.0 $39.7
82
3. Mergers and acquisitions, divestitures and business optimization consisted of the following
adjustments:
Twelve Months Ended December 31,
2023 2022 2021
Transaction and integration costs .................. $30.9 $56.9 $57.2
Post-acquisition adjustments ..................... 4.3 (3.4) —
Fair value and impairment adjustments ............. 1.6 4.0 (3.5)
Transition services agreement income .............. (2.5) (6.8) (1.1)
Loss on business disposal ....................... 0.3 — —
Total mergers and acquisitions, divestitures and
business optimization ......................... $34.6 $50.7 $52.6
4. Net other consisted of the following adjustments:
Twelve Months Ended December 31,
2023 2022 2021
Deferred loan fee expense from debt prepayments and
refinancing ................................. $ 9.3 $ 9.3 $17.9
Currency remeasurement on foreign operations ...... 4.8 6.3 2.0
Legal and regulatory expenses, net ................ — 28.4 1.2
Other non-operating (income) and expense
a
......... — 0.3 (3.5)
Total other adjustments ......................... $14.0 $44.3 $17.7
a. Other non-operating (income) and expense includes a $3.5 million net recovery from a fraud
incident that occurred in July 2019 in our Asia Pacific region in the twelve months ended
December 31, 2021.
5. Total adjustments for income taxes represents the total of adjustments discussed to calculate the
Adjusted Provision for Income Taxes.
6. Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional 1.3 million of
dilutive securities for the twelve months ended December 31, 2023, which are not included in GAAP
diluted weighted-average shares outstanding due to the Company’s net loss position for the twelve
months ended December 31, 2023.
7. For the twelve months ended December 31, 2023, each component of earnings per share is calculated
independently, therefore, rounding differences exist in the table above.
8. Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an
immaterial error related to an over accrual of expenses, net of the related income tax effect, during the
twelve months ended December 31, 2021, that had previously been corrected out of period during the
twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology
investment adjustment and the income tax effect of this adjustment.
Adjusted Net Income
For 2023, Adjusted Net Income decreased slightly, due primarily to an increase in cost of services and selling,
general and administrative expenses and net interest expense, partially offset by the increase in revenue.
For 2022, the increase in Adjusted Net Income was due primarily to earnings from our recent acquisitions and
organic growth, partially offset by an increase in interest expense.
83
Adjusted Provision for Income Taxes and Effective Tax Rate
Twelve Months Ended December 31,
2023 2022 2021
(Loss) income from continuing operations before income taxes
2
............ $ (145.3) $ 383.0 $ 505.6
Total adjustments before income tax items from Adjusted Net Income
table above
2
............................................... 1,005.0 536.8 369.4
Noncontrolling interest portion of Adjusted Net Income adjustments .... — — (2.0)
Adjusted income from continuing operations before income taxes
2
.......... $ 859.7 $ 919.8 $ 873.0
Reconciliation of Provision for income taxes to Adjusted Provision for
Income Taxes
Provision for income taxes
2
......................................... $ (44.7) $(118.9) $(131.9)
Adjustments for income taxes:
Tax effect of above adjustments
2
................................ (135.6) (117.4) (68.8)
Eliminate impact of excess tax expenses/(benefits) for stock-based
compensation .............................................. 3.0 (5.0) (10.8)
Other
1
...................................................... (11.5) 35.6 17.3
Total adjustments for income taxes
2
.................................. $ (144.1) $ (86.8) $ (62.3)
Adjusted Provision for Income Taxes
2
.............................. $ (188.8) $(205.7) $(194.2)
Effective tax rate
2
................................................ (30.8)% 31.0% 26.1%
Adjusted Effective Tax Rate
2
....................................... 22.0% 22.4% 22.2%
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1. Other adjustments for income taxes include:
Twelve Months Ended December 31,
2023 2022 2021
Deferred tax adjustments ........................ $(12.9) $ 6.7 $29.3
Valuation allowance adjustments .................. 4.0 25.7 (4.5)
Return to provision, audit adjustments, and reserves
related to prior periods ........................ (1.0) (0.3) (5.4)
Other adjustments ............................. (1.6) 3.5 (2.1)
Total other adjustments ......................... $(11.5) $35.6 $17.3
2. Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an
immaterial error related to the income tax effect of an over accrual of expenses during the twelve
months ended December 31, 2021, that had previously been corrected out of period during the twelve
months ended December 31, 2022. A portion of this error impacted our accelerated technology
investment adjustment and the income tax effect of this adjustment.
Adjusted Provision for Income Taxes
We reported an adjusted tax rate of 22.0%, 22.4% and 22.2%, for 2023, 2022 and 2021, respectively, each of
which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases for state taxes and
foreign withholding taxes, partially offset by foreign taxes in jurisdictions which have tax rates lower than the
U.S. federal corporate statutory rate and the research and development credit.
84
Leverage Ratio
Twelve Months Ended December 31,
2023 2022 2021
Reconciliation of net (loss) income attributable to TransUnion to
Consolidated Adjusted EBITDA:
Net (loss) income attributable to TransUnion
7
.......................... $ (206.2) $ 266.3 $ 1,390.3
Discontinued operations, net of tax ................................... 0.7 (17.4) (1,031.7)
(Loss) income from continuing operations attributable to TransUnion
7
...... $ (205.4) $ 248.9 $ 358.7
Net interest expense .............................................. 267.5 226.2 109.2
Provision for income taxes
7
........................................ 44.7 118.9 131.9
Depreciation and amortization ...................................... 524.4 519.0 377.0
EBITDA
7
...................................................... $ 631.2 $1,113.1 $ 976.7
Adjustments to EBITDA:
Goodwill impairment ......................................... $ 414.0 $ — $ —
Stock-based compensation ..................................... 100.6 81.1 70.1
Operating model optimization program
1
........................... 77.6 — —
Accelerated technology investment
2,7
............................. 70.6 54.0 39.7
Mergers and acquisitions, divestitures and business optimization
3
...... 34.6 50.7 52.6
Net other
4
.................................................. 15.2 46.1 19.4
Total adjustments to EBITDA
7
.................................... $ 712.5 $ 231.9 $ 181.8
Consolidated Adjusted EBITDA
7
.................................... 1,343.7 1,344.9 1,158.5
Adjusted EBITDA for Pre-Acquisition Period
5
......................... — 6.4 145.4
Leverage Ratio Adjusted EBITDA
7
................................ $1,343.7 $1,351.3 $ 1,303.9
Total debt ...................................................... $5,340.4 $5,670.1 $ 6,365.9
Less: Cash and cash equivalents ..................................... 476.2 585.3 1,842.4
Net Debt ....................................................... $4,864.2 $5,084.8 $ 4,523.5
Ratio of Net Debt to Net (loss) income attributable to TransUnion
7
......... (23.6) 19.1 3.3
Leverage Ratio
6,7
................................................. 3.6 3.8 3.5
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1. Consists of restructuring expenses of $71.9 million related to employee separation costs and
$3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business
process optimization expenses included primarily in selling, general and administrative.
2. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There
are three components of the accelerated technology investment: (i) building foundational capabilities
which includes establishing a modern, API-based and services-oriented software architecture, (ii) the
migration of each application and customer data to the new enterprise platform including the redundant
software costs during the migration period, as well as the efforts to decommission the legacy system, and
(iii) program enablement, which includes dedicated resources to support the planning and execution of the
program. The amounts for each category of cost are as follows:
Twelve Months Ended December 31,
2023 2022 2021
Foundational Capabilities ........................ $35.8 $34.1 $27.7
Migration Management .......................... 29.6 14.6 7.3
Program Enablement ............................ 5.2 5.3 4.7
Total accelerated technology investment ............ $70.6 $54.0 $39.7
85
3. Mergers and acquisitions, divestitures and business optimization consisted of the following
adjustments:
Twelve Months Ended December 31,
2023 2022 2021
Transaction and integration costs .................. $30.9 $56.9 $57.2
Post-acquisition adjustments ..................... 4.3 (3.4) —
Fair value and impairment adjustments ............. 1.6 4.0 (3.5)
Transition services agreement income .............. (2.5) (6.8) (1.1)
Loss on business disposal ....................... 0.3 — —
Total mergers and acquisitions, divestitures and
business optimization ......................... $34.6 $50.7 $52.6
4. Net other consisted of the following adjustments:
Twelve Months Ended December 31,
2023 2022 2021
Deferred loan fee expense from debt prepayments and
refinancing ................................. $ 9.3 $ 9.3 $17.9
Currency remeasurement on foreign operations ...... 4.8 6.3 2.0
Other debt financing expenses .................... 2.2 1.7 1.5
Legal and regulatory expenses, net ................ — 28.4 1.2
Other non-operating (income) and expense
a
......... (1.0) 0.3 (3.3)
Total other adjustments ......................... $15.2 $46.1 $19.4
a. Other non-operating (income) and expense includes a $3.5 million net recovery from a fraud
incident that occurred in July 2019 in our Asia Pacific region in the twelve months ended
December 31, 2021.
5. For years in which we made significant acquisitions, we have included a twelve-month period of
adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The twelve
months ended December 31, 2021 includes the eleven months of Adjusted EBITDA related to Neustar
and Sontiq prior to our acquisitions in December 2021. The twelve months ended December 31, 2022
includes the three months of Adjusted EBITDA related to Argus prior to our acquisition in April 2022.
6. We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the
table above.
7. Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an
immaterial error related to an over accrual of expenses, net of the related income tax effect, during the
twelve months ended December 31, 2021, that had previously been corrected out of period during the
twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology
investment adjustment.
Our Leverage Ratio decreased in 2023 compared with 2022 due primarily to a decrease in debt due to our
prepayments and scheduled repayments made throughout the year and a decrease in Adjusted EBITDA, partially
offset by a corresponding decrease in cash used to make the debt payments, which was partially offset by cash
generated from operations. Our Leverage Ratio increased in 2022 compared with 2021 due primarily to the
decrease in cash as a result of our acquisition of VF and the payment of taxes due on the gain on the divestiture
of our Healthcare business, partially offset by proceeds received from the sale of the non-core VF businesses.
86
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on
hand, and our Senior Secured Revolving Line of Credit. Our principal uses of liquidity are working capital,
capital expenditures, debt service and other capital structure obligations, business acquisitions, dividends, and
other general corporate purposes. We believe our cash on hand, cash generated from operations, and funds
available under the Senior Secured Revolving Line of Credit will be sufficient to fund our planned capital
expenditures, debt service and other capital structure obligations, business acquisitions, dividends, and operating
needs for the foreseeable future. Our ability to maintain adequate liquidity for our operations in the future is
dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain
costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which
are beyond our control. We will continue to monitor our liquidity position and may elect to raise funds through
debt or equity financing in the future to fund significant investments or acquisitions that are consistent with our
growth strategy.
Cash and cash equivalents totaled $476.2 million and $585.3 million at December 31, 2023 and 2022,
respectively, of which $356.4 million and $303.4 million was held outside the United States in each respective
period. As of December 31, 2023, we had no outstanding balance under the Senior Secured Revolving Credit
Facility and $1.2 million of outstanding letters of credit and an available borrowing balance of $598.8 million.
We also have the ability to request incremental loans on the same terms under the existing Senior Secured Credit
Facility up to the greater of an additional $1,000.0 million and 100% of Consolidated EBITDA. In addition, as
long as the senior secured net leverage ratio does not exceed 4.25-to-1, we may incur additional incremental
loans, subject to certain additional conditions and commitments by existing or new lenders to fund any additional
borrowings.
During the year ended December 31, 2023, we prepaid $250.0 million of our Senior Secured Term Loan B-6,
funded from our cash-on-hand. As discussed above in “Results of Operations—Factors Affecting our Results of
Operations,” we used proceeds from the October 27, 2023 refinancing of our Senior Secured Term Loan A-3 to
prepay $300.0 million of Senior Secured Term Loan B-6.
Each year, the Company may be required to make additional principal payments on the Senior Secured Term
Loan B based on excess cash flows of the prior year, as defined in our credit agreement. There were no excess
cash flows for 2023 and therefore no additional payment will be required in 2024. See Part II, Item 8, “Financial
Statements and Supplementary Data—Notes to Consolidated Financial Statements,” Note 13, “Debt,” for
additional information about our debt.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security
interest in substantially all of the assets of Trans Union LLC, including its investments in subsidiaries. The
Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior
secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments,
dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure
requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness,
make certain investments, and may be required to make certain restricted payments. The senior secured net
leverage ratio must not exceed 5.5-to-1 at any such measurement date.
On February 8, 2024, the Company refinanced its Senior Secured Term Loan B-6. The aggregate principal
amount of this debt instrument immediately following the transaction was approximately $1.9 billion. See Part II,
Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements,” Note 25,
“Subsequent Event,” for additional information about the refinancing.
87
The dividend rate was $0.105 per share in each quarter of 2023 and the third and fourth quarters of 2022, $0.095
per share in each quarter from the second quarter of 2021 to the second quarter of 2022, and $0.075 per share in
the first quarter of 2021. During 2023, we paid total dividends of $81.8 million. Dividends declared accrue to
outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock
units vest. While we currently expect to continue to pay quarterly dividends, any determination to pay dividends
in the future will be at the discretion of our Board and will depend on a number of factors, including our
liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable
law and other factors that our Board deems appropriate. We currently have capacity and intend to continue to pay
a quarterly dividend, subject to approval by our Board.
In February 2017, our Board authorized the repurchase of up to $300.0 million of our common stock over the
next 3 years. Our Board removed the three-year time limitation in February 2018. To date, we have repurchased
$133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.
We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that
are repurchased, if any, will be at the discretion of management and will depend on a number of factors,
including market conditions, the cost of repurchasing shares, the availability of alternative investment
opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or
modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be
used, if and when needed, for general corporate purposes.
Sources and Uses of Cash
Twelve months ended December 31, Change
(dollars in millions) 2023 2022 2021
2023 vs.
2022
2022 vs.
2021
Cash provided by operating activities ............... $645.4 $ 297.2 $ 808.3 $ 348.2 $ (511.1)
Cash used in investing activities ................... (318.9) (723.9) (2,212.9) 405.0 1,489.0
Cash (used in) provided by financing activities ....... (438.8) (820.5) 2,762.3 381.7 (3,582.8)
Effect of exchange rate changes on cash and cash
equivalents ................................. 3.2 (9.9) (8.0) 13.1 (1.9)
Net change in cash and cash equivalents ............ $(109.1) $(1,257.1) $ 1,349.7 $1,148.0 $(2,606.8)
Operating Activities
For 2023, the increase in cash provided by operating activities was due primarily to prior year taxes paid on the
gain from the divestiture of our Healthcare business and lower bonus and commission payments in the current
year, partially offset by an increase in interest expense. For 2022, decrease in cash provided by operating
activities was due primarily to payments for taxes due on the gain on the divestiture of our Healthcare business
made in 2022, an increase in interest expense and an increase in cash paid for accrued incentive and other
compensation.
Investing Activities
For 2023, the decrease in cash used in investing activities was due primarily to cash used for acquisitions of
$508.1 million in 2022, partially offset by $103.6 million of proceeds from the sale of discontinued operations.
For 2022, the decrease in cash used in investing activities was due primarily to $508.1 million of cash used for
acquisitions in 2022 compared with $3,596.1 million in 2021, partially offset by $103.6 million of proceeds from
the sale of discontinued operations in 2022 compared with $1,706.8 million in 2021 and an increase in capital
expenditures.
88
Financing Activities
For 2023, the decrease in cash used in financing activities was due primarily to a decrease in debt payments and
cash used to pay employee taxes on restricted stock. For 2022, the decrease in cash from financing activities was
due primarily to net debt proceeds in 2021 to fund our acquisitions partially offset by an increase in debt
prepayments in 2022.
Capital Expenditures
We make capital expenditures to grow our business by developing new and enhanced capabilities, to increase the
effectiveness and efficiency of the organization and to reduce risks. We make capital expenditures for product
development, disaster recovery, security enhancements, regulatory compliance, and the replacement and upgrade
of existing equipment at the end of its useful life.
For 2023, cash paid for capital expenditures increased $12.6 million to $310.7 million. For 2022, cash paid for
capital expenditures increased $74.0 million to $298.2 million. Capital expenditures as a percent of revenue
represented 8.1% and 8.0% for 2023 and 2022, respectively.
Debt
Hedges
Effective May 31, 2023, we amended all our interest rate swaps to replace the reference rate from LIBOR to
Term SOFR. We applied the practical expedient for reference rate reform to continue to apply hedge accounting
to the existing relationships.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that
effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar
replacement debt. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a
current aggregate notional amount of $1,300.0 million that amortizes each quarter. The swaps require us to pay
fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the
variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively
fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps
commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount
of $1,568.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between
1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We
have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties
that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar
replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap
commences on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of
$1,080.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates
varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate
on our loans. We have designated these swap agreements as cash flow hedges.
Effect of Certain Debt Covenants
A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds
under the Senior Secured Revolving Line of Credit and could result in a default under the Senior Secured Credit
Facility. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could
89
elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate
all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could
proceed against any collateral granted to them to secure that indebtedness.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security
interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior
Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net
leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future
borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior
secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments,
and may be required to make certain restricted payments. The senior secured net leverage ratio must not
exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility,
TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA
per year, or an unlimited amount provided that no default or event of default exists and so long as the total net
leverage ratio does not exceed 4.75-to-1. As of December 31, 2023, we were in compliance with all debt
covenants.
Our ability to meet our liquidity needs or to pay dividends on our common stock depends on our subsidiaries’
earnings, the terms of their indebtedness, and other contractual restrictions.
For additional information about our debt and hedge, see Part II, Item 8, “Financial Statements and
Supplementary Data—Notes to Consolidated Financial Statements,” Note 13, “Debt.”
Contractual Obligations
Refer to Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 13, “Debt,” Note 14, “Leases” and Note 22, “Commitments,” for information about our long-
term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of
December 31, 2023.
Application of Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with generally accepted accounting principles
(“GAAP”). See Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 1, “Significant Accounting and Reporting Policies,” for additional information about our
significant accounting and reporting policies that require us to make certain judgments and estimates in reporting
our operating results and our assets and liabilities. The following paragraphs describe the accounting policies that
require significant judgment and estimates due to inherent uncertainty or complexity.
Goodwill
As of December 31, 2023, our Consolidated Balance Sheet included goodwill of $5,176.0 million. We test
goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment
triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value.
We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair
value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is
more likely than not for any reporting unit, we perform a quantitative impairment test for that reporting unit. We
also have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a
quantitative impairment test.
Our quantitative impairment test consists of a fair value calculation for each reporting unit that combines an
income approach, using the discounted cash flow method, and a market approach, using the guideline public
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company method. The quantitative impairment test requires the application of a number of significant
assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market
multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash
flows of each reporting unit are based on historical experience and internal operating plans reviewed by
management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost
of capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the Guideline
Public Company Method using comparable publicly traded company multiples of EBITDA for a group of
benchmark companies.
We believe the assumptions that we use in our impairment analysis are reasonable and consistent with
assumptions that would be used by other marketplace participants. However, such assumptions are inherently
uncertain, and a change in assumptions could change the estimated fair values of our reporting units and,
therefore, future impairment charges could be required, which could be material to the consolidated financial
statements. In order to ensure the assumptions used in the analysis are reasonable, we reconcile the sum of the
fair value of the reporting units to our market capitalization adjusted for an estimated control premium.
When we perform a quantitative impairment test, we engage a third-party valuation specialist to assist in our
analysis of the fair value of our reporting units. All judgments, significant assumptions and estimates, and
forecasts are either provided by or reviewed by us. While we choose to utilize a third-party valuation specialist
for assistance, the fair value analyses reflect the conclusions of management and not those of any third party.
Third Quarter Interim Impairment Test for United Kingdom Reporting Unit
During the three months ended September 30, 2023, we identified a triggering event requiring an interim
impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of
$414.0 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures
and rising interest rates increasingly impacted our United Kingdom business for the third quarter and the near-
term outlook. Due to these factors, management believes the U.K. recovery will take longer, and will be at a
slower pace, than previously expected. As a result, we revised our short-term and mid-term forecasts for revenue
and EBITDA expectations for our United Kingdom reporting unit. These factors particularly impacted the online-
only FinTech lenders that represent the largest vertical within our United Kingdom reporting unit. These lenders
experienced declines in their access to capital impacting their ability to lend and in some cases leading to
bankruptcies.
Annual Impairment Test
For our 2023 annual impairment test, we elected to bypass the qualitative goodwill impairment analysis similar
to 2022 and 2021, and instead performed a quantitative goodwill impairment test for all reporting units. For each
of our reporting units, the fair value exceeded the carrying value and no impairment was recorded. For our
United Kingdom reporting unit, the fair value approximates the carrying value as a result of the impairment
recorded in the three months ended September 30, 2023. Our annual impairment test for the United Kingdom
reporting unit indicated no further impairment was required. As of December 31, 2023, we had $288.8 million of
goodwill for our United Kingdom reporting unit, and an accumulated goodwill impairment of $414.0 million.
Additionally, we did not identify any triggering events in the fourth quarter subsequent to our annual test that
would require an interim impairment test for any of the reporting units.
We believe the assumptions that we used in our interim and annual impairment assessments for our United
Kingdom reporting unit are reasonable and consistent with assumptions that would be used by other marketplace
participants. However, such assumptions are inherently uncertain, and a change in assumptions could change the
estimated fair value of our United Kingdom reporting unit. Therefore, future impairments of our United
Kingdom reporting unit could be required, which could be material to the consolidated financial statements.
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We performed a sensitivity assessment for the significant assumptions used with the annual goodwill impairment
analysis for the United Kingdom reporting unit as of October 31, 2023:
• A hypothetical 50 basis point increase to the discount rate, holding all other assumptions constant,
would result in a further impairment expense of approximately $35 million determined by the income
approach.
• A hypothetical decrease in the expected average annual revenue growth rate of approximately 70 basis
points over the entire forecast period, holding all other assumptions constant, would result in a further
impairment expense of approximately $30 million determined by the income approach.
• A hypothetical decrease in the expected EBITDA margins of 150 basis points in each year over the
entire forecast period, holding all other assumptions constant, would result in a further impairment
expense of $30 million determined by the income approach.
Legal Contingencies
We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our
current or past business operations. These actions generally assert claims for violations of federal or state credit
reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of
consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or
injunctive relief, and may seek business practice changes. We believe that most of these claims are either without
merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or
small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot
predict the outcome of each claim in each instance.
In the ordinary course of business, we also are subject to governmental and regulatory examinations,
information-gathering requests, investigations and proceedings (both formal and informal), certain of which may
result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal
and informal inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking
documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought
are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot
determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the
eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and
regulatory matters when those matters present loss contingencies that are both probable and can be reasonably
estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because
damages have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the
likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of
similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or
(v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory
matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse
outcome in certain of these matters could have a material adverse effect on our consolidated financial statements
in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which
losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is
reasonably possible actual losses could be significantly different from our current estimates. In addition, there are
some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the
potential losses for these matters. Legal fees incurred in connection with ongoing legal and regulatory matters are
considered a period cost and are expensed as incurred.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision,
we maintain insurance that we believe is appropriate and adequate based on our historical experience. We
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regularly advise our insurance carriers of the claims, threatened or pending, against us in legal and regulatory
matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable
deductibles. We are not aware of any significant monetary claim that has been asserted against us in the course of
pending litigation except for the lawsuit filed by the CFPB referenced below, that would not have some level of
coverage by insurance after the relevant deductible, if any, is met.
As of December 31, 2023 and 2022, we accrued $147.8 million and $125.0 million, respectively, for anticipated
claims. These amounts were recorded in other accrued liabilities in the Consolidated Balance Sheets and the
associated expenses were recorded in selling, general and administrative expenses in the Consolidated Statements
of Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are
expensed as incurred.
See Part II, Item 8 “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 23, “Contingencies,” for further information.
Income Taxes
As of December 31, 2023, our Consolidated Balance Sheet included non-current deferred tax liabilities of
$592.9 million. Certain deferred tax assets, including net operating loss and foreign tax credit carryforwards, may
be deducted from future taxable income in computing our federal income tax liability. Our deferred tax liability
includes deferred tax assets and liabilities resulting from net operating losses, tax credit carryforwards and
temporary differences.
We have made certain judgments and estimates to determine various tax amounts recorded, including future tax
rates, future taxable income, whether it is more likely than not a tax position will be sustained, and the amount of
the unrecognized tax benefit to record. We have deferred tax assets related to loss and credit carryforwards of
$228.0 million, net of valuation allowances of $104.7 million. Our estimate of the amount of the deferred tax
asset we can realize requires significant assumptions about projected revenues and income that are impacted by
future market and economic conditions. We believe the judgments and estimates used are reasonable, but events
may arise that were not anticipated and the outcome of tax audits may differ significantly from what is expected.
Recent Accounting Pronouncements
For information about recent accounting pronouncements and the potential impact on our consolidated financial
statements, see Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 1, “Significant Accounting and Reporting Policies.”
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, we are exposed to market risk, primarily from changes in variable interest rates
and foreign currency exchange rates, which could impact our results of operations and financial position. We
manage the exposure to this market risk through our regular operating and financing activities. We may use
derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management
tool and not for speculative or trading purposes.
Interest Rate Risk
Our Senior Secured Credit Facility consists of senior secured term loans and a $600.0 million Senior Secured
Revolving Line of Credit. The variable interest rates on these borrowings are based, at our election, on SOFR or
an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. As of
December 31, 2023, essentially all of our outstanding debt was variable-rate debt, and had a weighted-average
interest rate of 7.33% and a weighted-average life of 4.07 years. During 2023, a 10% change in the average Term
SOFR rates utilized in the calculation of our actual interest expense would have increased our interest expense by
approximately $8.0 million for the year.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that
effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar
replacement debt. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a
current aggregate notional amount of $1,300.0 million that amortizes each quarter. The new swaps require us to
pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the
variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively
fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt.
The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate
notional amount of $1,568.0 million that amortizes each quarter. The tranche requires us to pay fixed rates
varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate
on our loans. We have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that
effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar
replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap
commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of
$1,080.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates
varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate
on our loans. We have designated these swap agreements as cash flow hedges.
Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate
risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes
in interest rates, or changes in the amount we have hedged. The amount of our outstanding debt, and the ratio of
fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market
conditions or other factors.
See Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements,” Note 13, “Debt,” for additional information about interest rates on our debt.
Foreign Currency Exchange Rate Risk
A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars.
However, we transact business in a number of foreign currencies, including British pounds sterling, the South
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African rand, the Canadian dollar, the Indian rupee, the Colombian peso and the Brazilian real. In reporting the
results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger
U.S. dollar relative to the foreign currencies.
We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign
currencies at the applicable period-end exchange rate in our Consolidated Balance Sheets. We are required to
translate revenue and expenses at the average exchange rates prevailing during the year in our Consolidated
Statements of Operations. The resulting translation adjustment is included in other comprehensive income, as a
component of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the functional currency are included in other income and
expense as incurred.
In 2023, revenue attributable to our International segment was $825.3 million, and Adjusted EBITDA
attributable to our International segment was $361.5 million. A 10% change in the value of the U.S. dollar
relative to a basket of the currencies for all foreign countries in which we had operations during 2023 would have
changed our revenue by $82.5 million and our Adjusted EBITDA by $36.2 million. We derive an insignificant
amount of international revenue and Adjusted EBITDA from our U.S. Markets and Consumer Interactive
segments.
A 10% change in the value of the U.S. dollar relative to a basket of currencies for all foreign countries in which
we had operations would not have had a significant impact on our 2023 realized foreign currency transaction
gains and losses.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP
(PCAOB ID 238) ...................................................................... 97
Consolidated Balance Sheets .............................................................. 100
Consolidated Statements of Operations ...................................................... 101
Consolidated Statements of Comprehensive Income (Loss) ...................................... 102
Consolidated Statements of Cash Flows ...................................................... 103
Consolidated Statements of Stockholders’ Equity .............................................. 105
Notes to Consolidated Financial Statements ................................................... 108
Notes to Consolidated Financial Statements
1 Significant Accounting and Reporting Policies ............................................. 108
2 Business Acquisitions ................................................................. 115
3 Discontinued Operations ............................................................... 119
4 Other Current Assets .................................................................. 120
5 Property, Plant and Equipment .......................................................... 121
6 Goodwill ........................................................................... 121
7 Intangible Assets ..................................................................... 123
8 Other Assets ........................................................................ 124
9 Investments in Affiliated Companies ..................................................... 124
10 Other Current Liabilities ............................................................... 125
11 Restructuring ........................................................................ 125
12 Other Liabilities ..................................................................... 126
13 Debt ............................................................................... 127
14 Leases ............................................................................. 130
15 Stockholders’ Equity .................................................................. 132
16 Revenue ............................................................................ 133
17 Earnings Per Share ................................................................... 134
18 Income Taxes ....................................................................... 135
19 Stock-Based Compensation ............................................................ 137
20 Fair Value .......................................................................... 140
21 Reportable Segments .................................................................. 141
22 Commitments ....................................................................... 145
23 Contingencies ....................................................................... 145
24 Accumulated Other Comprehensive Loss .................................................. 148
25 Subsequent Event .................................................................... 148
26 Quarterly Financial Data (Unaudited) ..................................................... 148
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of TransUnion
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of TransUnion and its subsidiaries (the
“Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of
comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period
ended December 31, 2023, including the related notes and financial statement schedules listed in the index
appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have
audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company did not
maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO because
material weaknesses in internal control over financial reporting existed as of that date as the Company did not
design and maintain effective controls over (i) certain information used in the interim goodwill impairment test
and (ii) the classification of certain costs between cost of services and selling, general and administrative
expenses in the consolidated statement of operations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are
described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. We
considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our
audit of the 2023 consolidated financial statements, and our opinion regarding the effectiveness of the
Company’s internal control over financial reporting does not affect our opinion on those consolidated financial
statements.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in management’s report referred to above. Our responsibility is to express opinions
on the Company’s consolidated financial statements and on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
97
and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit committee
and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and
(ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we
are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
Interim Goodwill Impairment Assessment—United Kingdom Reporting Unit
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill
balance was $5,176 million as of December 31, 2023, of which $288.8 million was recorded at the United
Kingdom reporting unit. Management conducts an impairment test annually in the fourth quarter of each year, or
more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. For
each reporting unit, management compares the fair value to its carrying value including goodwill. If the fair
value of the reporting unit is less than its carrying value, management records an impairment charge based on
that difference, up to the amount of goodwill recorded in that reporting unit. During the three months ended
September 30, 2023, management identified a triggering event requiring an interim impairment assessment for
the United Kingdom reporting unit, due to worsening macroeconomic conditions from inflationary pressures and
rising interest rates, which resulted in a goodwill impairment of $414.0 million. When management performs a
quantitative impairment test, they use a combination of an income approach, using the discounted cash flow
method, and a market approach, using the guideline public company method, to determine the fair value of each
reporting unit. Management’s estimate of fair value requires the application of a number of significant
assumptions, including estimates of future revenue growth rates, earnings before interest, taxes, depreciation and
amortization (EBITDA) margins, discount rates, and market multiples.
98
The principal considerations for our determination that performing procedures relating to the interim goodwill
impairment assessment of the United Kingdom reporting unit is a critical audit matter are (i) the significant
judgment by management when developing the fair value estimate of the United Kingdom reporting unit; (ii) a
high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s
significant assumptions related to future revenue growth rates, EBITDA margins, the discount rate, and market
multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. As
described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a
material weakness was identified related to this matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness
of certain controls relating to management’s goodwill impairment assessment, including controls over the
valuation of the United Kingdom reporting unit. These procedures also included, among others (i) testing
management’s process for developing the fair value estimate of the United Kingdom reporting unit;
(ii) evaluating the appropriateness of the discounted cash flow method and guideline public company method
used by management; (iii) testing the completeness and accuracy of underlying data used in the valuation
methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to
future revenue growth rates, EBITDA margins, the discount rate, and market multiple. Evaluating management’s
assumptions related to future revenue growth rates and EBITDA margins involved evaluating whether the
assumptions used by management were reasonable considering (i) the current and past performance of the United
Kingdom reporting unit; (ii) the consistency with external market data; and (iii) whether these assumptions were
consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge
were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and guideline public
company method and (ii) the reasonableness of the discount rate and market multiple assumptions.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 28, 2024
We have served as the Company’s auditor since 2020.
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TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets
(in millions, except per share data)
December 31,
2023
December 31,
2022
Assets
Current assets:
Cash and cash equivalents ........................................... $ 476.2 $ 585.3
Trade accounts receivable, net of allowance of $16.4 and $11.0 ............. 723.0 602.2
Other current assets ................................................ 275.9 262.7
Total current assets .................................................... 1,475.1 1,450.2
Property, plant and equipment, net of accumulated depreciation and amortization of
$804.4 and $711.3 ................................................... 199.3 218.2
Goodwill ............................................................ 5,176.0 5,551.4
Other intangibles, net of accumulated amortization of $2,719.8 and $2,268.6 ....... 3,515.3 3,675.5
Other assets .......................................................... 739.4 771.0
Total assets .......................................................... $11,105.1 $11,666.3
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable ............................................. $ 251.3 $ 250.4
Short-term debt and current portion of long-term debt ..................... 89.6 114.6
Other current liabilities ............................................. 661.8 540.5
Total current liabilities .................................................. 1,002.7 905.5
Long-term debt ........................................................ 5,250.8 5,555.5
Deferred taxes ........................................................ 592.9 762.0
Other liabilities ........................................................ 153.2 173.9
Total liabilities ....................................................... 6,999.6 7,396.9
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31,
2023 and December 31, 2022; 200.0 million and 198.7 million shares issued
as of December 31, 2023 and December 31, 2022, respectively; and
193.8 million and 192.7 million shares outstanding as of December 31, 2023
and December 31, 2022, respectively ................................ 2.0 2.0
Additional paid-in capital ........................................... 2,412.9 2,290.3
Treasury stock at cost; 6.2 million and 6.0 million shares at December 31, 2023
and December 31, 2022, respectively ................................ (302.9) (284.5)
Retained earnings .................................................. 2,157.1 2,446.6
Accumulated other comprehensive loss ................................ (260.9) (284.5)
Total TransUnion stockholders’ equity ..................................... 4,008.2 4,169.9
Noncontrolling interests ................................................. 97.3 99.5
Total stockholders’ equity .............................................. 4,105.5 4,269.4
Total liabilities and stockholders’ equity .................................. $11,105.1 $11,666.3
See accompanying notes to consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Operations
(in millions, except per share data)
Twelve Months Ended December 31,
2023 2022 2021
Revenue ........................................................ $3,831.2 $3,709.9 $2,960.2
Operating expenses
Cost of services (exclusive of depreciation and amortization below) ..... 1,517.3 1,385.1 1,022.3
Selling, general and administrative ................................ 1,171.6 1,179.4 909.0
Depreciation and amortization ................................... 524.4 519.0 377.0
Goodwill impairment .......................................... 414.0 — —
Restructuring ................................................. 75.3 — —
Total operating expenses .......................................... 3,702.7 3,083.5 2,308.3
Operating income ................................................ 128.5 626.3 651.9
Non-operating income and (expense)
Interest expense ............................................... (288.2) (230.9) (112.6)
Interest income ............................................... 20.7 4.7 3.4
Earnings from equity method investments .......................... 16.3 13.0 12.0
Other income and (expense), net .................................. (22.7) (30.0) (49.2)
Total non-operating income and (expense) ............................ (273.9) (243.3) (146.3)
(Loss) income from continuing operations before income taxes ........... (145.3) 383.0 505.6
Provision for income taxes ......................................... (44.7) (118.9) (131.9)
(Loss) income from continuing operations ............................ (190.1) 264.1 373.7
Discontinued operations, net of tax .................................. (0.7) 17.4 1,031.7
Net (loss) income ................................................. (190.8) 281.5 1,405.4
Less: net income attributable to noncontrolling interests ................ (15.4) (15.2) (15.0)
Net (loss) income attributable to TransUnion ......................... $ (206.2) $ 266.3 $1,390.3
(Loss) income from continuing operations ............................ $ (190.1) $ 264.1 $ 373.7
Less: income from continuing operations attributable to noncontrolling
interests ...................................................... (15.4) (15.2) (15.0)
(Loss) income from continuing operations attributable to TransUnion .... (205.4) 248.9 358.7
Discontinued operations, net of tax .................................. (0.7) 17.4 1,031.7
Net (loss) income attributable to TransUnion ......................... $ (206.2) $ 266.3 $1,390.3
Basic (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion .... $ (1.06) $ 1.29 $ 1.87
Discontinued operations, net of tax ................................ — 0.09 5.39
Net (loss) income attributable to TransUnion ........................ $ (1.07) $ 1.38 $ 7.26
Diluted (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion .... $ (1.06) $ 1.29 $ 1.86
Discontinued operations, net of tax ................................ — 0.09 5.35
Net (loss) income attributable to TransUnion ........................ $ (1.07) $ 1.38 $ 7.20
Weighted-average shares outstanding:
Basic ....................................................... 193.4 192.5 191.4
Diluted ...................................................... 193.4 193.1 193.0
As a result of displaying amounts in millions, and for the calculation of earnings per share, rounding differences
may exist in the table above. See accompanying notes to consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(in millions)
Twelve Months Ended December 31,
2023 2022 2021
Net (loss) income ................................................ $(190.8) $ 281.5 $1,405.4
Other comprehensive (loss) income:
Foreign currency translation:
Foreign currency translation adjustment ...................... 81.1 (195.7) (66.4)
(Expense) benefit for income taxes .......................... (2.0) (0.7) 0.3
Foreign currency translation, net ................................ 79.1 (196.4) (66.1)
Hedge instruments:
Net change on interest rate swap ............................ (75.5) 260.1 67.3
Benefit (provision) for income taxes ......................... 18.9 (64.9) (16.8)
Hedge instruments, net ........................................ (56.6) 195.2 50.5
Available-for-sale securities:
Net unrealized loss ....................................... — (0.3) —
Benefit for income taxes ................................... — 0.1 —
Available-for-sale securities, net ................................ — (0.2) —
Total other comprehensive income (loss), net of tax ................... 22.5 (1.4) (15.6)
Comprehensive (loss) income ..................................... (168.3) 280.1 1,389.8
Less: comprehensive income attributable to noncontrolling interests .... (14.3) (12.9) (12.7)
Comprehensive (loss) income attributable to TransUnion .............. $(182.6) $ 267.2 $1,377.1
See accompanying notes to consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in millions)
Twelve Months Ended December 31,
2023 2022 2021
Cash flows from operating activities:
Net (loss) income ............................................. $(190.8) $ 281.5 $ 1,405.4
Less: Discontinued operations, net of tax .......................... (0.7) 17.4 1,031.7
(Loss) income from continuing operations ......................... (190.1) 264.1 373.7
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Depreciation and amortization ............................... 524.4 519.0 377.0
Goodwill impairment ...................................... 414.0 — —
Loss on repayment of loans ................................. 7.6 9.4 17.9
Deferred taxes ........................................... (162.7) (88.9) (17.2)
Stock-based compensation .................................. 100.3 82.8 69.2
Other ................................................... 26.0 22.6 (13.1)
Changes in assets and liabilities:
Trade accounts receivable .............................. (135.1) (37.5) (36.2)
Other current and long-term assets ....................... (12.7) (17.7) (20.9)
Trade accounts payable ................................ (6.5) (16.5) 41.5
Other current and long-term liabilities ..................... 80.4 (436.3) (32.5)
Cash provided by operating activities of continuing operations .......... 645.6 301.0 759.4
Cash (used in) provided by operating activities of discontinued operations .... (0.2) (3.8) 48.9
Cash provided by operating activities ............................... 645.4 297.2 808.3
Cash flows from investing activities:
Capital expenditures ........................................... (310.7) (298.2) (224.2)
Proceeds from sale/maturity of other investments .................... 82.3 143.5 36.3
Purchases of other investments .................................. (53.5) (146.1) (66.9)
Investments in consolidated affiliates, net of cash acquired ............ — (508.1) (3,596.1)
Investments in nonconsolidated affiliates and purchase of convertible
notes ..................................................... (36.9) (16.2) (75.4)
(Payments) proceeds related to disposal of discontinued operations ...... (0.5) 103.6 1,706.8
Other ....................................................... 0.4 2.7 (1.1)
Cash used in investing activities of continuing operations ............... (318.9) (718.8) (2,220.6)
Cash (used in) provided by investing activities of discontinued operations .... — (5.1) 7.7
Cash used in investing activities .................................... (318.9) (723.9) (2,212.9)
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in millions)
Twelve Months Ended December 31,
2023 2022 2021
Cash flows from financing activities:
Proceeds from Term Loans ..................................... 655.8 — 3,740.0
Repayments of Term Loans ..................................... (347.7) — (640.0)
Repayments of debt ........................................... (650.0) (714.6) (140.8)
Debt financing fees ............................................ (3.3) — (68.8)
Proceeds from issuance of common stock and exercise of stock options . . 23.1 18.7 21.9
Dividends to shareholders ...................................... (81.8) (77.8) (69.8)
Employee taxes paid on restricted stock units recorded as treasury
stock ..................................................... (18.4) (32.5) (36.8)
Payment of contingent consideration .............................. — (2.8) (32.4)
Distributions to noncontrolling interests ........................... (16.5) (11.5) (11.0)
Cash (used in) provided by financing activities of continuing operations . . (438.8) (820.5) 2,762.3
Effect of exchange rate changes on cash and cash equivalents .............. 3.2 (9.9) (8.0)
Net change in cash and cash equivalents ............................... (109.1) (1,257.1) 1,349.7
Cash and cash equivalents, beginning of period ......................... 585.3 1,842.4 492.7
Cash and cash equivalents, end of period ............................ $476.2 $ 585.3 $ 1,842.4
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ..................................................... $281.2 $ 221.1 $ 109.1
Income taxes, net of refunds .................................... $206.4 $ 573.6 $ 181.2
See accompanying notes to consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(in millions)
Common Stock
Shares Amount
Paid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests Total
Balance, December 31, 2020 ....190.5 $2.0 $2,088.1 $(215.2) $ 937.4 $(272.1) $ 95.9 $2,636.1
Net income .................. — — — — 1,390.3 — 15.0 1,405.4
Other comprehensive loss ...... — — — — — (13.3) (2.3) (15.6)
Distributions to noncontrolling
interests .................. — — — — — — (11.0) (11.0)
Stock-based compensation ..... — — 75.7 — — — — 75.7
Employee share purchase plan . . 0.2 — 22.2 — — — — 22.2
Exercise of stock options ....... 0.3 — 2.9 — — — — 2.9
Vesting of restricted stock units
and performance stock units . . 1.2 — — — — — — —
Treasury stock purchased ...... (0.4) — — (36.8) — — — (36.8)
Dividends to shareholders ...... — — — — (69.9) — — (69.9)
Other ...................... — — — — — — 0.5 0.5
Balance, December 31, 2021 ....191.8 $2.0 $2,188.9 $(252.0) $2,257.8 $(285.4) $ 98.1 $4,009.4
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
Common Stock
Shares Amount
Paid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests Total
Balance, December 31, 2021 ....191.8 $2.0 $2,188.9 $(252.0) $2,257.8 $(285.4) $ 98.1 $4,009.4
Net income .................. — — — — 266.3 — 15.2 281.5
Other comprehensive income
(loss) .................... — — — — — 0.9 (2.3) (1.4)
Distributions to noncontrolling
interests .................. — — — — — — (11.5) (11.5)
Stock-based compensation ..... — — 79.6 — — — — 79.6
Employee share purchase plan . . 0.2 — 21.0 — — — — 21.0
Exercise of stock options ....... 0.1 — 0.8 — — — — 0.8
Vesting of restricted stock units
and performance stock units . . 0.9 — — — — — — —
Treasury stock purchased ...... (0.3) — — (32.5) — — — (32.5)
Dividends to shareholders ...... — — — — (77.5) — — (77.5)
Balance, December 31, 2022 ....192.7 $2.0 $2,290.3 $(284.5) $2,446.6 $(284.5) $ 99.5 $4,269.4
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
Common Stock
Shares Amount
Paid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests Total
Balance, December 31, 2022 ....192.7 $2.0 $2,290.3 $(284.5) $2,446.6 $(284.5) $ 99.5 $4,269.4
Net loss .................... — — — — (206.2) — 15.4 (190.8)
Other comprehensive income
(loss) .................... — — — — — 23.6 (1.1) 22.5
Distributions to noncontrolling
interests .................. — — — — — — (16.5) (16.5)
Stock-based compensation ..... — — 95.6 — — — — 95.6
Employee share purchase plan . . 0.4 — 26.4 — — — — 26.4
Exercise of stock options ....... 0.1 — 0.6 — — — — 0.6
Vesting of restricted stock units
and performance stock units . . 0.8 — — — — — — —
Treasury stock purchased ...... (0.2) — — (18.4) — — — (18.4)
Dividends to shareholders ...... — — — — (83.3) — — (83.3)
Balance, December 31, 2023 ....193.8 $2.0 $2,412.9 $(302.9) $2,157.1 $(260.9) $ 97.3 $4,105.5
See accompanying notes to consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years Ended December 31, 2023, 2022 and 2021
(Tabular amounts in millions, except per share amounts)
1. Significant Accounting and Reporting Policies
Description of Business
TransUnion is a leading global information and insights company that makes trust possible between businesses
and consumers, helping people around the world access opportunities that can lead to a higher quality of life.
That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency.
We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information
for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to
link and match our expanding high-quality datasets. We use this enriched data and analytics, combined with our
expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance
with global laws and regulations. Because of our work, organizations can better understand consumers in order to
make more informed decisions, and earn consumer trust through great, personalized experiences, and the
proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident
that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing
customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses
embed our solutions into their process workflows to deliver critical insights and enable effective actions.
Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and
manage their personal financial information, and take precautions against identity theft.
Our addressable market includes the global data and analytics market, which continues to grow as companies
around the world increasingly recognize the benefits of data and analytics-based decision making, and as
consumers recognize the important role that their data identities play in their ability to procure goods and
services. We leverage our differentiated capabilities in order to serve a global customer base across multiple
geographies and industry verticals.
Basis of Presentation
The accompanying consolidated financial statements of TransUnion and subsidiaries have been prepared in
accordance with U.S. generally accepted accounting principles (“GAAP”). Our consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the periods
presented. All significant intercompany transactions and balances have been eliminated. As a result of displaying
amounts in millions, rounding differences may exist in the financial statements and footnote tables. We have
recast certain items, including the prior year’s revenue disaggregation disclosures in Note 21, “Reportable
Segments,” to conform to the current year presentation.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and
“its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or
operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Revision of Previously Issued Financial Statements
The Company identified an error in the classification of certain costs between cost of services and selling,
general and administrative in the Consolidated Statements of Operations, which resulted in an understatement of
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cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts
resulting in no impact to total operating expenses, operating income or net income. This error was incremental to
the classification error of employee costs related to certain of our recent acquisitions that was identified in the
second quarter of 2023. In addition, the Company identified an overstatement of the supplemental disclosure for
cash paid for interest on its Consolidated Statements of Cash Flows for the twelve months ended December 31,
2022.
The Company concluded that, while the expense classification errors and supplemental cash paid for interest
disclosure were not material to its consolidated financial statements taken as a whole, it should revise its
previously issued consolidated financial statements to correct the errors. In doing so, the Company has also
corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during
the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve
months ended December 31, 2022. Accordingly, the Company has revised its previously issued Consolidated
Statements of Operations, Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows,
and Consolidated Statements of Stockholders’ Equity for the twelve months ended December 31, 2022 and 2021
to correct for these errors that are not material within these consolidated financial statements taken as a whole.
The impact of the revisions is presented below.
Consolidated Statements of Operations
Twelve Months Ended
December 31, 2022
Twelve Months Ended
December 31, 2021
As Reported Adjustment As Revised As Reported Adjustment As Revised
Cost of services (exclusive of
depreciation and amortization) .... $1,222.9 $ 162.2 $1,385.1 $ 991.6 $ 30.7 $1,022.3
Selling, general and administrative . . 1,337.4 (158.0) 1,179.4 943.9 (34.9) 909.0
Total operating expenses .......... 3,079.3 4.2 3,083.5 2,312.5 (4.2) 2,308.3
Operating income ................ 630.5 (4.2) 626.3 647.7 4.2 651.9
Income from continuing operations
before income taxes ............ 387.2 (4.2) 383.0 501.4 4.2 505.6
Provision for income taxes ......... (119.9) 1.0 (118.9) (130.9) (1.0) (131.9)
Income from continuing operations . . 267.3 (3.2) 264.1 370.5 3.2 373.7
Net income ..................... 284.7 (3.2) 281.5 1,402.2 3.2 1,405.4
Net income attributable to
TransUnion ................... 269.5 (3.2) 266.3 1,387.1 3.2 1,390.3
Income from continuing operations
attributable to TransUnion ....... 252.1 (3.2) 248.9 355.5 3.2 358.7
Basic earnings per common share
from:
Income from continuing
operations attributable to
TransUnion ............... $ 1.31 $ (0.02) $ 1.29 $ 1.86 $ 0.02 $ 1.87
Net income attributable to
TransUnion ............... $ 1.40 $ (0.02) $ 1.38 $ 7.25 $ 0.02 $ 7.26
Diluted earnings per common share
from:
Income from continuing
operations attributable to
TransUnion ............... $ 1.31 $ (0.02) $ 1.29 $ 1.84 $ 0.02 $ 1.86
Net income attributable to
TransUnion ............... $ 1.40 $ (0.02) $ 1.38 $ 7.19 $ 0.02 $ 7.20
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Consolidated Statements of Comprehensive Income (Loss)
Twelve Months Ended
December 31, 2022
Twelve Months Ended
December 31, 2021
As Reported Adjustment As Revised As Reported Adjustment As Revised
Net income ..................... $284.7 $(3.2) $281.5 $1,402.2 $3.2 $1,405.4
Comprehensive income ........... 283.3 (3.2) 280.1 1,386.6 3.2 1,389.8
Comprehensive income attributable to
TransUnion ................... 270.4 (3.2) 267.2 1,373.9 3.2 1,377.1
Consolidated Statements of Cash Flows
Twelve Months Ended
December 31, 2022
Twelve Months Ended
December 31, 2021
As Reported Adjustment As Revised As Reported Adjustment As Revised
Net income ..................... $284.7 $(3.2) $ 281.5 $1,402.2 $ 3.2 $1,405.4
Income from continuing operations . . 267.3 (3.2) 264.1 370.5 3.2 373.7
Trade accounts payable ........... (20.7) 4.2 (16.5) 45.7 (4.2) 41.5
Other current and long-term
liabilities ..................... (435.3) (1.0) (436.3) (33.5) 1.0 (32.5)
Cash provided by operating activities
of continuing operations ......... 301.0 — 301.0 759.4 — 759.4
The Company revised its supplemental disclosure for cash paid for interest for the twelve months ended
December 31, 2022 by $91.2 million, reducing it from the previously reported amount of $312.3 million to
$221.1 million as revised.
Consolidated Statements of Stockholders’ Equity
Twelve Months Ended
December 31, 2022
Twelve Months Ended
December 31, 2021
As Reported Adjustment As Revised As Reported Adjustment As Revised
Retained Earnings, Beginning Period
Balance ...................... $2,254.6 $ 3.2 $2,257.8 $ 937.4 $ — $ 937.4
Net income ................. 269.5 (3.2) 266.3 1,387.1 3.2 1,390.3
Retained Earnings, Ending Period
Balance ...................... $2,446.6 $ — $2,446.6 $2,254.6 $3.2 $2,257.8
Total Equity Beginning Period
Balance ...................... $4,006.2 $ 3.2 $4,009.4 $2,636.1 $ — $2,636.1
Net income ................. 284.7 (3.2) 281.5 1,402.2 3.2 1,405.4
Total Equity Ending Period
Balance ...................... $4,269.4 $ — $4,269.4 $4,006.2 $3.2 $4,009.4
The Company will also revise previously reported quarterly and year-to-date financial information for these
errors in its future filings, as applicable. A summary of the corrections to the impacted financial statement line
items to the Company’s previously issued consolidated financial statements for each quarterly and year-to-date
period is presented in Note 26, “Quarterly Financial Data (Unaudited).”
Principles of Consolidation
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled
subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise
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significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated
entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are
accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price
changes in orderly transactions for the identical or a similar investment of the same issuer.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires
management to make estimates and judgments that affect the amounts reported. We believe that the estimates
used in preparation of the accompanying consolidated financial statements are reasonable, based upon
information available to management at this time. These estimates and judgments affect the reported amounts of
assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the
amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results
could differ materially from the estimated amounts.
Segments
Operating segments are businesses for which separate financial information is available and evaluated regularly
by our chief operating decision maker (“CODM”) deciding how to allocate resources and assess performance.
We have three operating and reportable segments; U.S. Markets, International and Consumer Interactive. We
also report expenses for Corporate, which provides support services to each segment. Details of our segment
results are discussed in Note 21, “Reportable Segments.”
Revenue Recognition and Deferred Revenue
All of our revenue is derived from contracts with our customers and is reported as revenue in the Consolidated
Statements of Operations generally as or at the point in time our performance obligations are satisfied. A
performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have
contracts with two general groups of performance obligations; those that require us to stand ready to provide
goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and
those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance
Obligations include obligations to stand ready to provide data, process transactions, access our databases,
software-as-a-service and direct-to-consumer products, rights to use our intellectual property and other services.
Our Other Performance Obligations include the sale of certain batch data sets and various professional and other
services.
Deferred revenue generally consists of amounts billed in excess of revenue recognized for the sale of data
services, subscriptions and set up fees. The current and long-term portions of deferred revenue are included in
other current liabilities and other liabilities.
See Note 16, “Revenue,” for a further discussion about our revenue recognition policies.
Costs of Services
Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software
applications, consumer and call center support costs, hardware and software maintenance costs,
telecommunication expenses and occupancy costs associated with the facilities where these functions are
performed.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses include personnel-related costs for sales, administrative and
management employees, costs for professional and consulting services, advertising and occupancy and facilities
expense of these functions. Advertising costs are expensed as incurred. Advertising costs, which include
commissions we pay to our partners to promote our products online, for the years ended December 31, 2023,
2022 and 2021 were $64.2 million, $87.7 million and $92.9 million, respectively.
Stock-Based Compensation
Compensation expense for all stock-based compensation awards is determined using the grant date fair value. For
all equity-based plans, we record the impact of forfeitures when they happen. Expense is recognized on a
straight-line basis over the requisite service period of the award, which is generally equal to the vesting period.
The details of our stock-based compensation program are discussed in Note 19, “Stock-Based Compensation.”
Restructuring
Restructuring expenses consist of employee-separation costs, including severance and other benefits calculated
based on long-standing benefit practices and local statutory requirements. In some jurisdictions, the Company
has ongoing benefit arrangements under which the Company records estimated severance and other termination
benefits when such costs are deemed probable and estimable, approved by the appropriate corporate
management, and if actions required to complete the termination plan indicate it is unlikely that significant
changes to the plan will be made or the plan will be withdrawn. Severance and other termination benefits for
which there is not an ongoing benefit arrangement are recorded when appropriate corporate management has
committed to the plan and the benefit arrangement is communicated to the affected employees. In addition,
restructuring expenses include impairment of leased facility assets whenever events or changes in circumstances
indicate that the carrying amount of an asset group may not be recoverable.
Income Taxes
Deferred income tax assets and liabilities are determined based on the estimated future tax effects of temporary
differences between the financial statement and tax basis of assets and liabilities, as measured by current enacted
tax rates. The effect of a tax rate change on deferred tax assets and liabilities is recognized in operations in the
period that includes the enactment date of the change. We periodically assess the recoverability of our deferred
tax assets, and a valuation allowance is recorded against deferred tax assets if it is more likely than not that some
portion of the deferred tax assets will not be realized. See Note 18, “Income Taxes,” for additional information.
Foreign Currency Translation
The functional currency for each of our foreign subsidiaries is generally that subsidiary’s local currency. We
translate the assets and liabilities of foreign subsidiaries at the year-end exchange rate, and translate revenues and
expenses at the monthly average rates during the year. We record the resulting translation adjustment as a
component of other comprehensive income in stockholders’ equity.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency
other than the functional currency of an entity are included in the results of operations as incurred. The exchange
rate losses for the years ended December 31, 2023, 2022 and 2021 were not material.
Cash and Cash Equivalents
We consider investments in highly liquid debt instruments with original maturities of three months or less to be
cash equivalents. The carrying value of our cash and cash equivalents approximate their fair value.
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Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations
of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer
payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual
disputes.
The following is a roll-forward of the allowance for doubtful accounts for the periods presented:
Twelve months ended
December 31,
2023 2022 2021
Beginning Balance ..................................... $11.0 $10.7 $17.1
Provision for losses on trade accounts receivable ......... 8.8 5.9 (2.6)
Write-offs, net of recovered accounts .................. (3.4) (5.6) (3.8)
Ending balance ........................................ $16.4 $11.0 $10.7
Contract acquisition costs
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit
of those costs to be longer than one year. We have determined that certain sales incentive programs meet the
requirements to be capitalized. We use a portfolio approach to amortize capitalized contract acquisition costs on
a straight-line basis over five years, which reflects the estimated average period of benefit and is consistent with
the transfer of our services to our customer to which the contract relates. We classify capitalized contract
acquisition costs as current or noncurrent based on the timing of expense recognition. The current and noncurrent
portions are included in “Other current assets” and “Other assets”, respectively, in our Consolidated Balance
Sheets. Amortization expense is included in “Selling, general and administrative” within our accompanying
Consolidated Statements of Operations.
As of December 31, 2023 and 2022, we had capitalized contract acquisition costs of $39.9 million and
$20.2 million, respectively, which have been included in “Other current assets” and “Other assets” in our
accompanying Consolidated Balance Sheets.
Long-Lived Assets
Property, Plant, Equipment and Intangibles
Property, plant and equipment is depreciated primarily using the straight-line method, over the estimated useful
lives of the assets. Buildings and building improvements are generally depreciated over 20 years. Computer
equipment and furniture and purchased software are depreciated over 3 to 7 years. Leasehold improvements are
depreciated over the shorter of the estimated useful life of the asset or the lease term. Intangibles, other than
indefinite-lived intangibles, are amortized using the straight-line method, which approximates the pattern of
usage, over their economic life, generally 3 to 40 years. Assets to be disposed of, if any, are separately presented
in the Consolidated Balance Sheet and reported at the lower of the carrying amount or fair value, less costs to
sell, and are no longer depreciated. See Note 5, “Property, Plant and Equipment” and Note 7, “Intangible Assets”
for additional information about these assets.
Internal Use Software
We monitor the activities of each of our internal use software and system development projects and analyze the
associated costs, making an appropriate distinction between costs to be expensed and costs to be capitalized.
Costs incurred during the preliminary project stage are expensed as incurred. Many of the costs incurred during
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the application development stage are capitalized, including costs of software design and configuration,
development of interfaces, coding, testing and installation of the software. Once the software is ready for its
intended use, it is amortized on a straight-line basis over its useful life, generally 3 to 10 years.
Impairment of Long-Lived Assets
We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset
groups to be held and used is measured by a comparison of the carrying amount of an asset group to the
estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of
an asset group exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount
by which the carrying amount of the asset group exceeds the fair value of the asset group. There were no
significant impairment charges recorded during 2023, 2022 and 2021.
Goodwill
Other than goodwill, we have no other indefinite-lived assets. Goodwill is allocated to our reporting units, which
are an operating segment or one level below an operating segment. We conduct an impairment test annually in
the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of
goodwill may be impaired.
We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair
value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is
more likely than not for any reporting unit, we perform a quantitative impairment test for that reporting unit. We
have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a
quantitative impairment test.
When we perform a quantitative impairment test, we use a combination of an income approach, using the
discounted cash flow method, and a market approach, using the guideline public company method, to determine
the fair value of each reporting unit. For each reporting unit, we compare the fair value to its carrying value
including goodwill. If the fair value of the reporting unit is less than its carrying value, we record an impairment
charge based on that difference, up to the amount of goodwill recorded in that reporting unit.
The quantitative impairment test requires the application of a number of significant assumptions, including
estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The projected
future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit
are based on historical experience and internal operating plans reviewed by management, extrapolated over the
forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors
specific to each reporting unit. Market multiples are based on the guideline public company method using
comparable publicly traded company multiples of EBITDA for a group of benchmark companies.
See Note 6, “Goodwill,” for additional information about our 2023 impairment analysis and impairment of our
United Kingdom reporting unit goodwill .
Marketable Securities
We classify our investments in debt and equity securities in accordance with our intent and ability to hold the
investments. Held-to-maturity securities are carried at amortized cost, which approximates fair value, and are
classified as either short-term or long-term investments based on the contractual maturity date. Earnings from
these securities are reported as a component of interest income. Available-for-sale securities, if any, are carried at
fair market value, with the unrealized gains and losses, net of tax, included in accumulated other comprehensive
income.
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At December 31, 2023 and 2022, the Company’s marketable securities consisted of available-for-sale securities.
The available-for-sale securities relate to foreign exchange-traded corporate bonds. There were no significant
realized or unrealized gains or losses for these securities for any of the periods presented. We follow fair value
guidance to measure the fair value of our financial assets as further described in Note 20, “Fair Value”.
We periodically review our marketable securities to determine if there is an other-than-temporary impairment on
any security. If it is determined that an other-than-temporary decline in value exists, we write down the
investment to its market value and record the related impairment loss in other income. There were no other-than-
temporary impairments of marketable securities in 2023, 2022 or 2021.
Benefit Plans
We maintain a 401(k) defined-contribution profit sharing plan for eligible employees. We provide a partial
matching contribution and a discretionary contribution based on a fixed percentage of a participant’s eligible
compensation. Contributions to this plan for the years ended December 31, 2023, 2022 and 2021 were
$34.7 million, $32.9 million and $34.5 million, respectively.
Recently Adopted Accounting Pronouncements
There are no recent accounting pronouncements that have been adopted by TransUnion in 2023.
Recent Accounting Pronouncements Not Yet Adopted
On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting
(Topic 280), Improvements to Reportable Segment Disclosures. This ASU updates the requirements for segment
reporting to include, among other things, disaggregating and quantifying significant segment expenses that are
regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment
profit, describing the nature of amounts not separately disaggregated, allowing for additional measures of a
segment’s profit or loss used by the CODM when deciding how to allocate resources, and extending nearly all
annual segment reporting requirements to quarterly reporting requirements. The update is effective for annual
periods for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024, and requires retrospective application. Early adoption is permitted. We are currently
assessing the impact of adopting the updated provisions.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax
Disclosures. This ASU requires income tax disclosures to include consistent categories and greater
disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal,
state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The
update is effective for annual periods for fiscal years beginning after December 15, 2024 on a prospective basis.
Early adoption is permitted. We are currently assessing the impact of adopting the updated provisions.
2. Business Acquisitions
The following transactions were accounted for as business combinations under the acquisition method of
accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a
business combination generally be recognized at their fair values as of the acquisition date. The determination of
fair value requires management to make significant estimates and assumptions. The excess of the purchase price
over the fair value of the acquired net assets has been recorded as goodwill. The results of operations of these
acquisitions are included in our consolidated financial statements from the respective dates of acquisition.
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2022 Acquisitions
Verisk Financial Services
On April 8, 2022, we completed our acquisition of Verisk Financial Services (“VF”), the financial services
business unit of Verisk Analytics, Inc. (“Verisk”). We acquired 100% of the outstanding equity interest of the
entities that comprise VF for $505.7 million in cash, including a decrease of $2.3 million recorded subsequent to
the acquisition date for certain customary purchase price adjustments. We have retained the leading core
businesses of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively,
“Argus”), and identified several non-core businesses that we classified as held-for-sale as of the acquisition date
that we have subsequently divested. See Note 3, “Discontinued Operations,” for a further discussion.
Argus provides financial institutions, payments providers, and retailers worldwide competitive studies, predictive
analytics, models, and advisory services. We leverage the data provider consortium and proprietary and
differentiated benchmarking datasets of these entities to provide more enhanced and holistic solution capabilities
to our customers to make better and faster decisions that will help them increase financial inclusion, acquire new
accounts, and improve fraud prevention, risk management, and other solutions.
We engaged in business activities with VF prior to the acquisition that were not material. The results of
operations of Argus subsequent to the acquisition date are included in the U.S. Markets segment, including
revenue of $71.5 million and net income of $2.8 million in 2022. The pro forma effects of this acquisition are not
significant to the Company’s reported financial results for any period presented. Accordingly, no pro forma
financial statements have been presented herein.
Acquisition Costs
We recognized transaction costs related to the acquisition of $11.7 million for twelve months ended
December 31, 2022, which we have recorded within other income and expense, net.
Purchase Price Allocation
The purchase price for this acquisition was finalized as of December 31, 2022. As of March 31, 2023, we
finalized the valuation of the assets acquired and liabilities assumed, with no significant changes in the amounts
and related disclosures compared with December 31, 2022.
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The table below summarizes the final allocation of fair value of assets acquired and liabilities assumed as of
April 8, 2022, the date of acquisition, inclusive of measurement period adjustments:
April 8, 2022
Purchase price
1
: ................................. $505.7
Assets acquired:
Cash and cash equivalents ...................... $ 4.1
Trade accounts receivable ...................... 26.0
Other current assets ........................... 3.3
Current assets of discontinued operations .......... 16.5
Right of use lease assets ....................... 6.6
Property, plant and equipment ................... 2.1
Goodwill
1,2
................................. 167.2
Other intangibles
1
............................ 195.0
Other assets ................................. 29.0
Other assets of discontinued operations ........... 126.9
Total assets acquired .............................. $576.7
Liabilities assumed:
Trade accounts payable ........................ $ 4.0
Other current liabilities ........................ 7.6
Current liabilities of discontinued operations ....... 7.8
Deferred revenue ............................. 4.6
Lease liabilities .............................. 6.5
Deferred taxes
1
.............................. 39.8
Other liabilities .............................. 0.1
Other liabilities of discontinued operations ......... 0.6
Total liabilities assumed ........................... $ 71.0
Net assets acquired .............................. $505.7
1. Since the date of acquisition, we decreased the purchase price for VF by $2.3 million to reflect the final
purchase price adjustments. Additionally, we recorded other measurement period adjustments that resulted
in a decrease to other intangibles of $25.0 million, an increase to goodwill of $18.0 million, a decrease in
deferred taxes of $4.9 million and other insignificant changes.
2. We estimate that $46.8 million of the goodwill, which originated from previous acquisitions of VF, is tax
deductible.
2021 Acquisitions
Neustar
On December 1, 2021, we completed the acquisition of Neustar, Inc. (“Neustar”). We acquired 100% of the
equity of Neustar for $3,100.1 million in cash, including final purchase price adjustments as set forth in the
purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our
Incremental Term B-6 Loan, which closed concurrently with the closing of the transaction. The results of
operations of Neustar, which are not material to our results of operations in 2021, have been included as part of
our U.S. Markets segment in our Consolidated Statements of Operations since the date of acquisition.
The purchase price allocated to total assets acquired was $3,788.9 million, which included current assets of
$266.0 million, goodwill of $1,882.2 million, intangible assets of $1,510.0 million, and other non-current assets
of $130.7 million, and total liabilities of $688.8 million, which included deferred tax liabilities of $354.4 million,
operating lease liabilities of $87.8 million, deferred revenue of $49.3 million, and other current and non-current
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liabilities of $197.3 million. Intangible assets have a weighted average amortization period of 16 years as of the
acquisition date.
Sontiq
On December 1, 2021, we completed the acquisition of Sontiq, Inc. (“Sontiq”). We acquired 100% of the equity
of Sontiq for $642.6 million in cash, including final purchase price adjustments as set forth in the purchase
agreement. The acquisition was funded primarily with the proceeds from the issuance of our Second Lien Term
Loan, which closed concurrently with the closing of the transaction. The Second Lien Term Loan was repaid in
full prior to December 31, 2021. The results of operations of Sontiq, which are not material to our results of
operations in 2021, have been included as part of our Consumer Interactive segment in our Consolidated
Statements of Operations since the date of acquisition.
The purchase price allocated to total assets acquired was $708.7 million, which included current assets of
$29.4 million, goodwill of $437.8 million, intangible assets of $237.2 million, and other non-current assets of
$4.3 million, and total liabilities of $66.1 million, which included deferred tax liabilities of $32.4 million,
deferred revenue of $19.1 million, and other current and non-current liabilities of $14.6 million. Intangible assets
have a weighted average amortization period of 15 years as of the acquisition date.
Unaudited pro-forma financial information
The pro-forma revenues and results of operations of Sontiq and Argus are not included because the impact on our
consolidated financial statements is immaterial. The supplemental pro-forma financial information for Neustar
has been prepared using the acquisition method of accounting and is based on the historical financial information
of TransUnion and Neustar, assuming the transaction occurred on January 1, 2021. The supplemental pro-forma
financial information does not necessarily represent what the combined companies’ revenue or results of
operations would have been had the acquisition of Neustar been completed on January 1, 2021, nor is it intended
to be a projection of future operating results of the combined company. It also does not reflect any operating
efficiencies or potential cost savings that might be achieved from synergies of combining TransUnion and
Neustar.
The unaudited supplemental pro-forma financial information has been calculated after applying TransUnion’s
accounting policies and adjusting the results of the combined company to reflect incremental amortization
expense resulting from the fair value adjustments for acquired intangible assets as well as the net decrease to
interest expense resulting from the elimination of the historical interest expense on Neustar debt that was paid off
at closing partially offset by incremental interest expense resulting from the external debt borrowed by
TransUnion to fund the acquisition, and the corresponding income tax impact of these adjustments.
Also, during the year ended December 31, 2021, TransUnion and Neustar incurred $29.7 million and
$88.2 million of acquisition-related costs, respectively, and are included in other income (expense), net in our
Consolidated Statements of Operations.
(Unaudited)
TransUnion and Neustar
combined
For the Year Ended
December 31,
2021
Pro-forma revenue ........................ $3,493.2
Pro-forma net income from continuing
operations attributable to TransUnion ....... $ 247.6
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3. Discontinued Operations
Non-core businesses from the VF acquisition
As discussed in Note 2, “Business Acquisition,” on April 8, 2022, we completed the acquisition of VF, which
included Argus and several non-core businesses that we classified as held-for-sale as of the acquisition date. We
classified the results of operations of the non-core businesses as discontinued operations, net of tax, in the
Consolidated Statements of Operations for the year ended December 31, 2022, including a $7.5 million gain on
the sale of these businesses. We sold these non-core businesses on December 30, 2022, and therefore have no
assets or liabilities of these businesses on our Consolidated Balance Sheets for the periods presented. In 2022, we
received total proceeds of $173.9 million, consisting of $103.6 million in cash, and a note receivable with a face
value of $72.0 million and a fair value on the date of sale of $70.3 million. We finalized the purchase price in the
third quarter of 2023 and recorded a $0.5 million reduction of the gain on sale included in discontinued
operations, net of tax. Expenses related to these non-core businesses for the twelve months ended December 31,
2023 were not significant.
Healthcare business
On December 17, 2021, we completed the sale of our Healthcare business for total consideration of
$1,706.4 million in cash, including a $0.5 million true-up to our estimate of net working capital recorded in the
twelve months ended December 31, 2022. The after-tax net proceeds were approximately $1.4 billion. The terms
and conditions of the transaction are set forth in the Stock Purchase Agreement dated as of October 26, 2021, by
and between Trans Union LLC and nThrive, Inc. (“nThrive”). We also entered into a transition services
agreement (“TSA”) that requires Trans Union LLC to provide certain administrative and operational services to
nThrive on a transitional basis for generally up to 24 months. This agreement is not material and does not confer
upon us the ability to influence the operating or financial policies of nThrive subsequent to the closing date.
Income generated from the services provided under the TSA has been recorded in other income and (expense),
net in the Consolidated Statements of Operations.
As the transaction closed on December 17, 2021, there are no assets or liabilities of the Healthcare business on
our Consolidated Balance Sheet as of December 31, 2023 and December 31, 2022. We classified the results of
operations of our Healthcare business as discontinued operations, net of tax, in our Consolidated Statements of
Operations in 2022 and 2021. We recognized gains on the sale of our Healthcare business within discontinued
operations, net of tax, of $0.5 million and $982.5 million, in the Consolidated Statements of Operations for the
twelve months ended December 31, 2022 and 2021, respectively, with respect to this sale.
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Discontinued operations, net of tax
The activity reflected in the table below for the twelve months ended December 31, 2022, is related to the
non-core businesses from the VF acquisition as well as an incremental gain on sale of discontinued operations,
net of tax, related to our Healthcare business. The results reflected for the twelve months ended December 31,
2021, are exclusively attributed to the Healthcare business that we disposed of in December 2021. Discontinued
operations, net of tax, as reported on our Consolidated Statements of Operations for the twelve months ended
December 31, 2022 and 2021, consisted of the following:
Twelve Months Ended
December 31,
2022 2021
Revenue ....................................... $ 36.7 $ 184.8
Operating expenses
Cost of services (exclusive of depreciation and
amortization below) ......................... 11.7 65.6
Selling, general and administrative ............... 14.9 39.1
Depreciation and amortization .................. — 16.5
Total operating expenses ......................... 26.6 121.2
Operating income of discontinued operations ........ 10.1 63.6
Non-operating income and (expense) ............... (0.5) 1.9
Income before income taxes from discontinued
operations .................................... 9.6 65.5
Provision for income taxes ........................ (0.1) (16.3)
Gain on sale of discontinued operations, net of tax .... 8.0 982.5
Discontinued operations, net of tax ................. $ 17.4 $1,031.7
4. Other Current Assets
Other current assets consisted of the following:
December 31,
2023
December 31,
2022
Prepaid expenses ............................ $145.4 $145.1
Marketable securities (Note 20) ................. 2.7 2.6
Other ..................................... 127.8 115.0
Total other current assets ...................... $275.9 $262.7
The increase in other is due to an increase in an indemnification receivable as discussed in Note 23,
“Contingencies,” partially offset by a decrease in other investments in non-negotiable certificates of deposit that
are recorded at their carrying value, which approximates fair value.
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5. Property, Plant and Equipment
Property, plant and equipment, including those acquired by finance lease, consisted of the following:
December 31,
2023
December 31,
2022
Computer equipment and furniture .............. $ 615.8 $ 555.7
Purchased software .......................... 240.9 227.6
Building and building improvements ............ 143.8 143.1
Land ...................................... 3.2 3.2
Total cost of property, plant and equipment ....... 1,003.7 929.6
Less: accumulated depreciation ................. (804.4) (711.3)
Total property, plant and equipment, net of
accumulated depreciation .................... $ 199.3 $ 218.2
Depreciation expense, including depreciation of assets recorded under finance leases, for the years ended
December 31, 2023, 2022 and 2021, was $96.6 million, $105.9 million and $98.8 million, respectively.
6. Goodwill
Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating
segment. Our reporting units consist of U.S. Markets, Consumer Interactive, and the geographic regions of the
United Kingdom, Africa, Canada, Latin America, India and Asia Pacific within our International reportable
segment. We test goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the
year for impairment triggering events that indicate that the carrying value of one or more of our reporting units
exceeds its fair value.
Our quantitative impairment test consists of a fair value calculation for each reporting unit that combines an
income approach, using the discounted cash flow method, and a market approach, using the guideline public
company method. The quantitative impairment test requires the application of a number of significant
assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market
multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash
flows of each reporting unit are based on historical experience and internal operating plans reviewed by
management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost
of capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the Guideline
Public Company Method using comparable publicly traded company multiples of EBITDA for a group of
benchmark companies.
Third Quarter Interim Impairment Test for our United Kingdom Reporting Unit
During the three months ended September 30, 2023, we identified a triggering event requiring an interim
impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of
$414.0 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures
and rising interest rates increasingly impacted our United Kingdom business for the third quarter and the near-
term outlook. Due to these factors, management believes the U.K. recovery will take longer, and will be at a
slower pace, than previously expected. As a result, we revised our short-term and mid-term forecasts for revenue
and EBITDA expectations for our United Kingdom reporting unit. These factors particularly impacted the online-
only FinTech lenders that represent the largest vertical within our United Kingdom reporting unit. These lenders
experienced declines in their access to capital impacting their ability to lend and in some cases leading to
bankruptcies.
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Annual Impairment Test
For our 2023 annual impairment test, we elected to bypass the qualitative goodwill impairment analysis similar
to 2022 and 2021, and instead performed a quantitative goodwill impairment test for all reporting units. For each
of our reporting units, the fair value exceeded the carrying value and no impairment was recorded. For our
United Kingdom reporting unit, the fair value approximates the carrying value as a result of the impairment
recorded in the three months ended September 30, 2023. Our annual impairment test for the United Kingdom
reporting unit indicated no further impairment was required. As of December 31, 2023, we had $288.8 million of
goodwill for our United Kingdom reporting unit, and an accumulated goodwill impairment of $414.0 million.
We believe the assumptions that we used in our interim and annual impairment assessments for our United
Kingdom reporting unit are reasonable and consistent with assumptions that would be used by other marketplace
participants. However, such assumptions are inherently uncertain, and a change in assumptions could change the
estimated fair value of our United Kingdom reporting unit. Therefore, future impairments of our United
Kingdom reporting unit could be required, which could be material to the consolidated financial statements.
Additionally, we did not identify any triggering events in the fourth quarter subsequent to our annual test that
would require an interim impairment test for any of the reporting units.
There were no impairment charges recorded in 2022 or 2021.
Goodwill allocated to our reportable segments as of December 31, 2023 and 2022, and the changes in the
carrying amount of goodwill during the periods, consisted of the following:
U.S.
Markets International
Consumer
Interactive Total
Balance, December 31, 2021 ................. $3,454.6 $1,384.1 $687.0 $5,525.7
Acquisitions .......................... 167.5 — — 167.5
Purchase accounting measurement period
adjustments ......................... (18.1) — (7.9) (26.0)
Foreign exchange rate adjustment ......... (1.3) (114.5) — (115.8)
Balance, December 31, 2022 ................. $3,602.7 $1,269.6 $679.1 $5,551.4
Purchase accounting measurement period
adjustments ......................... (0.5) — — (0.5)
Foreign exchange rate adjustment ......... 0.5 38.5 — 39.0
Impairment ........................... — (414.0) — (414.0)
Balance, December 31, 2023 ................. $3,602.8 $ 894.1 $679.1 $5,176.0
The gross and net goodwill balances at each period were as follows:
December 31, 2023 December 31, 2022
Gross
Goodwill
Accumulated
Impairment
Net
Goodwill
Gross
Goodwill
Accumulated
Impairment
Net
Goodwill
U.S Markets ...................... $3,602.8 $ — $3,602.8 $3,602.7 $— $3,602.7
International ...................... 1,308.1 (414.0) 894.1 1,269.6 — 1,269.6
Consumer Interactive ............... 679.1 — 679.1 679.1 — 679.1
Total ............................ $5,590.0 $(414.0) $5,176.0 $5,551.4 $— $5,551.4
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7. Intangible Assets
Intangible assets are initially recorded at their acquisition cost, or fair value if acquired as part of a business
combination, and amortized over their estimated useful lives. Intangible assets consisted of the following:
December 31, 2023 December 31, 2022
Gross
Accumulated
Amortization Net Gross
Accumulated
Amortization Net
Customer relationships .............. $2,060.2 $ (451.6) $1,608.6 $2,048.6 $ (330.9) $1,717.7
Internal use software ................ 2,204.5 (1,239.7) 964.8 1,959.8 (1,029.8) 930.0
Database and credit files ............. 1,372.2 (829.2) 543.0 1,337.7 (725.6) 612.1
Trademarks, copyrights and patents .... 587.7 (188.8) 398.9 587.7 (173.2) 414.5
Noncompete and other agreements ..... 10.5 (10.5) — 10.5 (9.1) 1.4
Total intangible assets .............. $6,235.1 $(2,719.8) $3,515.3 $5,944.1 $(2,268.6) $3,675.5
Changes in the carrying amount of intangible assets between periods consisted of the following:
Gross
Accumulated
Amortization Net
Balance, December 31, 2022 ................... $5,944.1 $(2,268.6) $3,675.5
Developed internal use software ............. 234.9 — 234.9
Amortization ............................ — (427.8) (427.8)
Reclassified to assets-held-for-sale ........... (1.1) 0.7 (0.4)
Disposals and retirements .................. (0.3) — (0.3)
Foreign exchange rate adjustment ........... 57.5 (24.2) 33.3
Balance, December 31, 2023 ................... $6,235.1 $(2,719.8) $3,515.3
All intangible assets are amortized on a straight-line basis, which approximates the pattern of benefit, over their
estimated useful lives. Database and credit files are generally amortized over a 12 to 15 year period. Internal use
software is generally amortized over 3 to 10 year period. Customer relationships are amortized over a 10 to
20 year period. Trademarks primarily consist of the TransUnion trade name, which is being amortized over a
40 year useful life, and the remaining trademark assets are generally amortized over a shorter period based on
their estimated useful life, which ranges between 1 and 20 years. Copyrights, patents, noncompete and other
agreements are amortized over varying periods based on their estimated useful lives. The weighted average lives
of our intangibles is approximately 14 years.
Amortization expense related to intangible assets for the years ended December 31, 2023, 2022 and 2021, was
$427.8 million, $413.1 million and $278.2 million, respectively. Estimated future amortization expense related to
intangible assets at December 31, 2023 is as follows:
Annual
Amortization
Expense
2024 ........................................... $ 443.1
2025 ........................................... 420.8
2026 ........................................... 395.2
2027 ........................................... 332.2
2028 ........................................... 272.0
Thereafter ...................................... 1,652.0
Total future amortization expense ................... $3,515.3
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8. Other Assets
Other assets consisted of the following:
December 31,
2023
December 31,
2022
Investments in affiliated companies (Note 9) ...... $291.4 $265.9
Right-of-use lease assets (Note 14) .............. 98.9 127.4
Interest rate swaps (Notes 13 and 20) ............ 162.3 237.7
Note receivable (Note 3 and 20) ................ 82.0 70.3
Deferred income tax asset (Note 18) ............. 11.1 8.2
Other ..................................... 93.7 61.5
Total other assets ............................ $739.4 $771.0
The increase is other is due primarily to an increase in deferred contract acquisition costs for certain commissions
paid to employees for new contracts.
9. Investments in Affiliated Companies
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities.
These entities are in businesses similar to ours.
For equity method investments, we adjust the carrying value for our proportionate share of the affiliates’
earnings, losses and distributions, as well as for purchases and sales of our ownership interest.
For our Cost Method Investments, we adjust the carrying value for any purchases or sales of our ownership
interests. We record any dividends received from these investments as other income in non-operating income and
expense.
We have elected to account for our investment in a limited partnership, which is not material, using the net asset
value fair value practical expedient. Gains and losses on this investment, which are not material, are included in
other income and expense in the Consolidated Statements of Operations.
Investments in affiliated companies consisted of the following:
December 31,
2023
December 31,
2022
Cost Method Investments ..................... $233.8 $213.1
Equity method investments .................... 53.9 49.8
Limited partnership investment ................. 3.7 3.0
Total investments in affiliated companies
(Note 8) ................................. $291.4 $265.9
These balances are included in other assets in the Consolidated Balance Sheets. The increase in Cost Method
Investments is due to three new Cost Method Investments we made during 2023, two of which are recorded in
our U.S. Markets segment and one in our International segment. In addition, we recognized impairment losses
totaling $15.9 million on Cost Method Investments in our U.S. Markets segment and Corporate unit in 2023.
During 2022, we acquired a Cost Method Investment as part of our VF acquisition which had a carrying value of
$25.1 million. We also recorded an impairment of $4.8 million of another Cost Method Investment. During 2021,
we recorded a $12.5 million gain on a Cost Method Investment resulting from an observable price change for a
similar investment of the same issuer. These gains and losses are included in other income and expense in the
Consolidated Statements of Operations.
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Earnings from equity method investments, which are included in other non-operating income and expense, and
dividends received from equity method investments consisted of the following:
Twelve Months Ended
December 31,
2023 2022 2021
Earnings from equity method investments (Note 21) .......... $16.3 $13.0 $12.0
Dividends received from equity method investments .......... 18.8 11.6 11.0
10. Other Current Liabilities
Other current liabilities consisted of the following:
December 31,
2023
December 31,
2022
Accrued payroll and employee benefits ........... $216.2 $208.5
Accrued legal and regulatory matters (Note 23) .... 147.8 125.0
Deferred revenue (Note 16) .................... 125.1 111.9
Accrued restructuring (Note 11) ................ 64.9 —
Operating lease liabilities (Note 14) ............. 26.2 33.7
Income taxes payable (Note 18) ................ 10.2 8.0
Other ..................................... 71.5 53.5
Total other current liabilities ................... $661.8 $540.5
11. Restructuring
On November 12, 2023, our Board of Directors (“Board”) approved a transformation plan to optimize our
operating model and continue to advance our technology. The transformation plan includes an operating model
optimization program that will reduce our global workforce, transition certain job responsibilities to global
capability centers, and reduce our facility footprint. The Company expects to record pre-tax expenses associated
with the operating model optimization program of approximately $155.0 million from the fourth quarter of 2023
through the end of 2025, with the majority of expenses to be incurred by the end of 2024.
In total, we anticipate that the pre-tax expenses related to the restructuring component of the plan will consist of
approximately $110.0 million of employee separation expenses and $45.0 million of facility exit expenses, of
which a total of $75.3 million has been recorded to date.
The following table summarizes the expenses recorded to date.
Twelve Months Ended
December 31, 2023
Employee separation ....................... $71.9
Facility exit
1
.............................. 3.4
Total restructuring expenses .................. $75.3
1. Consists of impairments of lease right-of-use (“ROU”) assets.
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The following table summarizes the changes in the accrued restructuring reserve during the period, which is
included in other current liabilities on the Consolidated Balance Sheets.
Employee
Separation Costs
Balance, December 31, 2022 ..................... $ —
Restructuring expense ...................... 71.9
Cash payments ............................ (7.2)
Foreign exchange rate adjustment ............. 0.2
Balance, December 31, 2023 (Note 10) ............. $64.9
All restructuring expenses have been recorded in the Corporate unit, as these initiatives are predominantly
centrally directed and controlled and are not included in internal measures of segment operating performance.
12. Other Liabilities
Other liabilities consisted of the following:
December 31,
2023
December 31,
2022
Operating lease liabilities (Note 14) ............. $ 81.8 $102.0
Unrecognized tax benefits, net of indirect tax effects
(Note 18) ................................ 40.2 40.1
Deferred revenue (Note 16) .................... 15.1 5.3
Put option (Note 20) .......................... — 10.0
Other ..................................... 16.1 16.5
Total other liabilities ......................... $153.2 $173.9
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13. Debt
Debt outstanding consisted of the following:
December 31,
2023
December 31,
2022
Senior Secured Term Loan B-6, payable in quarterly installments through
December 1, 2028, with periodic variable interest (7.72%
1
at December 31, 2023,
and 6.63%
2
at December 31, 2022), net of original issue discount and deferred
financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023,
and original issue discount and deferred financing fees of $5.3 million and
$29.9 million, respectively, at December 31, 2022 ............................ $1,864.8 $2,433.7
Senior Secured Term Loan B-5, payable in quarterly installments through
November 15, 2026, with periodic variable interest (7.21%
1
at December 31, 2023,
and 6.13%
2
at December 31, 2022), net of original issue discount and deferred
financing fees of $1.9 million and $4.6 million, respectively, at December 31, 2023,
and original issue discount and deferred financing fees of $2.5 million and
$6.2 million, respectively, at December 31, 2022 ............................. 2,179.4 2,203.3
Senior Secured Term Loan A-4, payable in quarterly installments through
October 27, 2028, with periodic variable interest (6.96%
1
at December 31, 2023), net
of original issue discount and deferred financing fees of $0.4 million and
$3.4 million, respectively, at December 31, 2023 ............................. 1,296.1 —
Senior Secured Term Loan A-3, refinanced in 2023 with A-4 loans, with periodic
variable interest (6.13%
2
at December 31, 2022) and original issue discount and
deferred financing fees of $1.3 million and $0.8 million, respectively, at
December 31, 2022 .................................................... — 1,033.0
Finance leases ........................................................ 0.1 0.1
Senior Secured Revolving Credit Facility ................................... — —
Total debt ............................................................ 5,340.4 5,670.1
Less: short-term debt and current portion of long-term debt ................. (89.6) (114.6)
Total long-term debt ................................................... $5,250.8 $5,555.5
1. Periodic variable interest at Term SOFR, plus a credit spread adjustment, or alternate base rate, plus
applicable margin as of December 31, 2023.
2. Periodic variable interest at LIBOR or alternate base rate, plus applicable margin as of December 31, 2022.
Excluding any potential additional principal payments which may become due on the Senior Secured Credit
Facility based on excess cash flows of the prior year, scheduled future maturities of total debt at December 31,
2023, were as follows:
December 31,
2023
2024 .......................................... $ 89.6
2025 .......................................... 89.5
2026 .......................................... 2,230.0
2027 .......................................... 96.0
2028 .......................................... 2,869.0
Thereafter ...................................... —
Unamortized original issue discounts and deferred
financing fees ................................. (33.7)
Total debt ...................................... $5,340.4
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Senior Secured Credit Facility
On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been
amended several times and currently consists of the Senior Secured Term Loan B-6, Senior Secured Term Loan
B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured
Revolving Credit Facility.
On December 1, 2021, we entered into an agreement to amend certain provisions of the Senior Secured Credit
Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue
discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the
incremental loan on the Senior Secured Credit Facility were used to fund the acquisition of Neustar.
In addition, on December 1, 2021, we entered into a Second Lien Credit Agreement to obtain term loans (the
“Second Lien Term Loan”) in an aggregate amount of $640.0 million, less original issue discount and deferred
financing fees of $3.2 million and $14.3 million, respectively, used to fund the acquisition of Sontiq. On
December 23, 2021, we fully repaid the Second Lien Term Loan using a portion of the proceeds from our sale of
the Healthcare business. As a result of the prepayment, we expensed $3.2 million and $14.2 million, respectively,
of the unamortized original issue discount and deferred fees to other income and expense in the Consolidated
Statements of Operations.
On May 15, 2023, we amended the Senior Secured Credit Facility to replace the reference rate from London
Interbank Offered Rate (“LIBOR”) to Term Secured Overnight Financing Rate (“Term SOFR”). We applied the
practical expedient for reference rate reform to treat the amendment as a continuation of the existing debt
agreement.
On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility pursuant to which
we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds
of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term
Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on
the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity
date from December 10, 2024 to October 27, 2028. In connection with the refinancing, we expensed $5.9 million
of the unamortized original issue discount, deferred financing fees, and other related fees to other income and
expense in the Consolidated Statements of Operations for the year ended December 31, 2023. Additionally, we
recorded incremental deferred financing fees of $4.8 million that will be amortized over the new loan term.
Senior Secured Term Loans A-3 and A-4 are a syndicated debt instruments. As a result of the refinancing, we
repaid $347.7 million of principal to lenders who left the syndicate and received $655.8 million of principal from
new or existing lenders.
During 2023 and 2022, we prepaid $250.0 million and $600.0 million, respectively, of our Senior Secured Term
Loan B-6, funded from our cash on hand. During 2021, we prepaid $85.0 million of Senior Secured Term Loan
B-5, funded with cash on hand. As a result of these prepayments, we expensed $3.4 million, $9.3 million and
$0.5 million in each respective year of the unamortized original issue discount and deferred fees to other income
and expense in the Consolidated Statements of Operations.
Interest rates on the Senior Secured Term Loan B-6 are based on Term SOFR with a floor of 0.50%, unless
otherwise elected, plus a margin of 2.25% or 2.00% depending on our total net leverage ratio, plus a credit spread
adjustment. The Company is required to make principal payments at the end of each quarter of 0.25% of the 2021
incremental principal balance with the remaining balance due December 1, 2028.
Interest rates on the Senior Secured Term Loan B-5 are based on Term SOFR, unless otherwise elected, plus a
margin of 1.75%, plus a credit spread adjustment. The Company is required to make principal payments at the
end of each quarter of 0.25% of the 2019 refinanced principal balance with the remaining balance due
November 15, 2026.
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Interest rates on Senior Secured Term Loan A-4 are based on Term SOFR, unless otherwise elected, plus a
margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio, plus a credit spread adjustment. The
Company is required to make principal payments of 0.625%, of the 2023 refinanced principal balance, at the end
of each quarter through December 2025; principal payments increase to 1.25% each quarter thereafter with the
remaining balance due October 27, 2028.
Interest rates on the Senior Secured Revolving Credit Facility are based on Term SOFR, unless otherwise
elected, plus a margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio, plus a credit spread
adjustment. There is a 0.20%, 0.25% or 0.30% annual commitment fee, depending on our total net leverage ratio,
payable quarterly based on the undrawn portion of the Senior Secured Revolving Credit Facility. The
commitment under the Senior Secured Revolving Line of Credit expires on October 27, 2028.
The Company may be required to make additional payments based on excess cash flows of the prior year, as
defined in the agreement. Depending on the senior secured net leverage ratio for the year, a principal payment of
between zero and fifty percent of the excess cash flows will be due the following year. There is no required
excess cash flow payment due for 2023. Additional payments based on excess cash flows could be due in future
years.
As of December 31, 2023, we have no outstanding balance under the Senior Secured Revolving Credit Facility
and $1.2 million of outstanding letters of credit and an available borrowing balance of $598.8 million.
TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit
Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount
of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional
incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain
additional conditions and commitments by existing or new lenders to fund any additional borrowings.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security
interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior
Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net
leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future
borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior
secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments,
and may be required to make certain restricted payments. The senior secured net leverage ratio must not
exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility,
TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA
per year, or an unlimited amount provided that no default or event of default exists and so long as the total net
leverage ratio does not exceed 4.75-to-1. As of December 31, 2023, we were in compliance with all debt
covenants.
Interest Rate Hedging
Effective May 31, 2023, we amended all our interest rate swaps to replace the reference rate from LIBOR to
Term SOFR. We applied the practical expedient for reference rate reform to continue to apply hedge accounting
to the existing relationships.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that
effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar
replacement debt. The swaps commenced on December 30, 2022, and expire on December 31, 2024, with a
current aggregate notional amount of $1,300.0 million that amortizes each quarter. The swaps require us to pay
fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the
variable rate on our loans. We have designated these swap agreements as cash flow hedges.
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On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively
fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt.
The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate
notional amount of $1,568.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying
between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our
loans. We have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that
effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar
replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap
commenced on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of
$1,080.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates
varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate
on our loans. We have designated these swap agreements as cash flow hedges.
The change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is
recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged
debt affects earnings.
The net change in the fair value of the swaps resulted in an unrealized loss of $75.5 million ($56.6 million, net of
tax), an unrealized gain of $260.1 million ($195.2 million, net of tax), and an unrealized gain of $67.3 million
($50.5 million, net of tax) for the years ended December 31, 2023, 2022 and 2021, respectively, recorded in other
comprehensive income. Interest income on the swaps in the twelve months ended December 31, 2023 and 2022 was
$112.6 million ($84.4 million, net of tax) and $8.3 million ($6.2 million, net of tax). Interest expense on the swaps
in the twelve months ended December 31, 2021 was $41.8 million ($31.4 million, net of tax), respectively. We
expect to recognize a gain of approximately $94.3 million as a reduction to interest expense due to our expectation
that the variable rate that we receive will exceed the fixed rates of interest over the next twelve months.
Fair Value of Debt
As of December 31, 2023 and 2022, the fair value of our Senior Secured Term Loan B-6, excluding original
issue discounts and deferred fees, was approximately $1,895.1 million and $2,450.5 million, respectively. As of
December 31, 2023 and 2022, the fair value of our Senior Secured Term Loan B-5, excluding original issue
discounts and deferred fees, was approximately $2,191.5 million and $2,184.4 million, respectively. As of
December 31, 2023 and 2022, the fair value of our variable-rate Senior Secured Term Loan A-4, excluding
original issue discounts and deferred fees was approximately $1,291.9 million and $1,026.6 million, respectively.
The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market
prices for the publicly traded instruments.
14. Leases
Our lease obligations consist of operating leases for office space and data centers and a small number of finance
leases for equipment. Our operating leases have remaining lease terms of up to 9.2 years. As of December 31,
2023 and 2022, the weighted-average remaining lease terms were 6.1 years and 6.4 years, respectively. We have
options to extend many of our operating leases for an additional period of time and options to terminate several
of our operating leases early. The lease term consists of the non-cancelable period of the lease, periods covered
by options to extend the lease if we are reasonably certain to exercise the option, periods covered by an option to
terminate the lease if we are reasonably certain not to exercise the option, and periods covered by an option to
extend or not to terminate the lease in which the exercise of the option is controlled by the lessor.
On the commencement date of an operating lease, we record a ROU asset, which represents our right to use or
control the use of the specified asset for the lease term, and an offsetting lease liability, which represents our
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obligation to make lease payments arising from the lease, based on the present value of the net fixed future lease
payments due over the initial lease term. We use an estimate of the incremental borrowing rate for similarly rated
debt issuers, at the inception of the lease or when the lease is assumed, as the discount rate to determine the
present value of the net fixed future lease payments, except for leases where the interest rate implicit in the lease
is readily determinable. As of December 31, 2023 and 2022, the weighted-average discount rate at lease
inception used to calculate the present value of the fixed future lease payments were 4.5% and 4.2%,
respectively.
Lease accounting guidance under Accounting Standards Codification 842 Leases (“ASC 842”) requires us to
expense the net fixed payments of operating leases on a straight-line basis over the lease term. ASC 842 requires
us to include any built up deferred or prepaid rent balance resulting from the difference between the straight-line
expense and the cash payments as a component of our ROU asset. Also included in our ROU asset is any
monthly prepayment of rent. Our rent expense is typically due on the first day of each month, and we typically
pay rent several weeks before it is due, so at any given month end, we will have a prepaid rent balance that is
included as a component of our ROU asset.
Our operating leases principally involve office space with fixed monthly lease payments that may also contain
variable non-lease components consisting of common area maintenance, operating expenses, insurance and
similar costs of the space that we occupy. We have adopted the practical expedient to not separate these
non-lease components from the lease components and instead account for them as a single lease component for
all of our leases. This practical expedient allows us to allocate the fixed lease components and the non-lease
components based on the contractually stated amounts, with the fixed lease components included in our ROU
assets and lease liability values. The variable payments are not included within the operating lease ROU assets or
lease liabilities and are expensed in the period in which they are incurred.
We have no significant short-term operating leases, finance leases, or subleases.
ROU assets are included in Other Assets, and operating lease liabilities are included in Other Current Liabilities
and Other Liabilities in our Consolidated Balance Sheet. Finance lease assets are included in Property, Plant and
Equipment, and finance lease liabilities, if any, are included in the Current Portion of Long-term Debt and Long-
term Debt in our Consolidated Balance Sheet. See Note 8, “Other Assets,” Note 10, “Other Current Liabilities,”
Note 12, “Other Liabilities,” and Note 13, “Debt,” for additional information about these items.
For the years ended December 31, 2023, 2022 and 2021 our operating lease costs, including fixed, variable and
short-term lease costs, were $39.7 million, $44.5 million and $30.4 million, respectively. Cash paid for operating
leases are included in operating cash flows and were $39.4 million, $36.5 million and $30.9 million, for the years
ended December 31, 2023, 2022 and 2021, respectively. Our finance lease amortization expense, interest
expense, and cash paid were not significant for the reported periods.
We have elected to use the portfolio approach to assess the discount rate we use to calculate the present value of
our future lease payments. Using this approach does not result in a materially different outcome compared with
applying separate discount rates to each lease in our portfolio.
We have adopted an accounting policy to recognize rent expense for short-term leases, those leases with initial
lease terms of twelve months or less, on a straight-line basis in our income statement.
For leases where we will derive no economic benefit from leased space that we have vacated, we recognize an
impairment of right-of-use assets at the time we vacate. As of December 31, 2023, we recognized an impairment
of $3.4 million as disclosed in Note 11, “Restructuring.”
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Future fixed payments for non-cancelable operating leases in effect as of December 31, 2023 are payable as
follows:
Operating
Leases
2024 ............................................. $ 30.4
2025 ............................................. 21.1
2026 ............................................. 17.0
2027 ............................................. 13.9
2028 ............................................. 9.0
Thereafter ........................................ 31.2
Total operating lease payments ........................ 122.6
Less imputed interest ................................ (14.3)
Totals ............................................ $108.3
The future fixed payments for non-cancelable finance leases are $0.1 million and are due in 2024.
15. Stockholders’ Equity
Common Stock Dividends
The dividend rate was $0.105 per share in each quarter of 2023 and the third and fourth quarters of 2022, $0.095
per share in each quarter from the second quarter of 2021 to the second quarter of 2022, and $0.075 per share in
the first quarter of 2021. During 2023, 2022 and 2021, we paid dividends of $81.8 million, $77.8 million and
$69.8 million, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to
employees as dividend equivalents when the restricted stock units vest.
Any determination to pay dividends in the future will be at the discretion of our Board and will depend on a
number of factors, including our liquidity, results of operations, financial condition, contractual restrictions,
restrictions imposed by applicable law, and other factors our Board deems appropriate. We currently have
capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board.
Treasury Stock
In February 2017, our Board authorized the repurchase of up to $300.0 million of our common stock over the
next three years. Our Board removed the three-year time limitation in February 2018. To date, we have
repurchased $133.5 million of our common stock and have the ability to repurchase the remaining
$166.5 million.
We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be
at the discretion of management and will depend on a number of factors, including our liquidity, results of
operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market
conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, and other
factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may
be used, if and when needed, for general corporate purposes.
During 2023, 2022 and 2021, 0.8 million, 0.8 million and 1.2 million outstanding employee restricted stock units
vested and became taxable to the employees. Employees satisfy their payroll tax withholding obligations in a net
share settlement arrangement. During 2023, 2022 and 2021 we remitted cash to the respective governmental
agencies equivalent to the value of the shares employees used to satisfy their withholding obligations of
$18.4 million, $32.5 million and $36.8 million, respectively.
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Preferred Stock
As of December 31, 2023 and 2022, we had 100.0 million shares of preferred stock authorized and no preferred
stock issued or outstanding.
16. Revenue
We have contracts with two general groups of performance obligations, Stand Ready Performance Obligations
and Other Performance Obligations. Our Stand Ready Performance Obligations include obligations to stand
ready to provide data, process transactions, access our databases, software-as-a-service, and direct-to-consumer
products, provide rights to use our intellectual property and other services. Our Other Performance Obligations
include the sale of certain batch data sets and various professional and other services.
Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are
substantially the same and have the same monthly pattern of transfer to our customers. We consider each month
of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over
time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because
our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over
the contract period. We allocate the variable price to each month of service using the time-series concept and
recognize revenue based on the most likely amount of consideration to which we will be entitled, which is
generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of
units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be
entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we
consider to be the most likely amount of consideration we will be entitled to and adjust any estimates as facts and
circumstances evolve.
For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to
estimate the variable price attributable to future performance obligations because the number of units to be
purchased is not known. As a result, we use the exception available to forgo disclosures about revenue
attributable to the future performance obligations where we recognize revenue using the time-series concept as
discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception
available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less.
Certain of our Other Performance Obligations, including certain batch data sets and certain professional and
other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery once we have
satisfied that obligation. For certain Other Performance Obligations, including certain professional and other
services, we recognize revenue over time, based on an estimate of progress towards completion of that
obligation. These contracts are not material.
In certain circumstances, we apply the revenue recognition guidance to a portfolio of contracts with similar
characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and
composition of the portfolio of contracts.
Our contracts include standard commercial payment terms generally acceptable in each region, and do not
include financing with extended payment terms. We have no significant obligations for refunds, warranties, or
similar obligations. Our revenue does not include taxes collected from our customers.
Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the
timing of revenue recognition, billings, and cash collections. Contract assets include our right to payment for
goods and services already transferred to a customer when the right to payment is conditional on something other
than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not
have a contractual right to payment until we complete the contract. Contract assets are included in our other
current assets and are not material as of December 31, 2023 and 2022.
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As most of our contracts with customers have a duration of one year or less, our contract liabilities consist of
deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred
revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31,
2023 current deferred revenue balance as revenue during 2024. The majority of our long-term deferred revenue,
which is not material, is expected to be recognized in less than two years.
We have certain contracts that have a duration of more than one year. For these contracts, the transaction price
allocable to the future performance obligations is primarily fixed but contains a variable component. As of
December 31, 2023, the aggregate amount of transaction price attributable to future performance obligations for
long-term non-cancelable contracts, excluding the variable component, totals approximately $690 million. We
expect to recognize approximately 55% of this amount in 2024, 30% in 2025 and 15% thereafter.
For additional disclosures about the disaggregation of our revenue see Note 21, “Reportable Segments.”
17. Earnings Per Share
Basic earnings per share represents income available to common stockholders divided by the weighted average
number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect
of the increase in shares outstanding determined by using the treasury stock method for awards issued under our
incentive stock plans.
As of December 31, 2023, 2022 and 2021, there were less than 1.0 million anti-dilutive weighted stock-based
awards outstanding. As of December 31, 2023, 2022 and 2021, there were 0.4 million, 0.2 million and 0.1 million,
respectively, of contingently issuable performance-based stock awards outstanding that were excluded from the
diluted earnings per share calculation because the contingencies had not been met. Potentially dilutive shares whose
effect would have been antidilutive are excluded from the computation of diluted net income per share.
Basic and diluted weighted average shares outstanding and earnings per share were as follows:
Twelve Months Ended December 31,
2023 2022 2021
(Loss) income from continuing operations .............................. $(190.1) $264.1 $ 373.7
Less: income from continuing operations attributable to noncontrolling
interests ....................................................... (15.4) (15.2) (15.0)
(Loss) income from continuing operations attributable to TransUnion ........ $(205.4) $248.9 $ 358.7
Discontinued operations, net of tax .................................... (0.7) 17.4 1,031.7
Net (loss) income attributable to TransUnion ............................ $(206.2) $266.3 $1,390.3
Basic (loss) earnings per common share
1
from:
(Loss) income from continuing operations attributable to TransUnion .... $ (1.06) $ 1.29 $ 1.87
Discontinued operations, net of tax ................................ — 0.09 5.39
Net (loss) income attributable to TransUnion ........................ $ (1.07) $ 1.38 $ 7.26
Diluted (loss) earnings per common share
1
from:
(Loss) income from continuing operations attributable to TransUnion .... $ (1.06) $ 1.29 $ 1.86
Discontinued operations, net of tax ................................ — 0.09 5.35
Net (loss) income attributable to TransUnion ........................ $ (1.07) $ 1.38 $ 7.20
Weighted-average shares outstanding:
Basic ........................................................ 193.4 192.5 191.4
Dilutive impact of stock based awards ............................. — 0.7 1.6
Diluted ...................................................... 193.4 193.1 193.0
1. For each period presented above, each component of (loss) earnings per share is calculated independently,
therefore, rounding differences may exist in the table above.
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18. Income Taxes
The provision for income taxes consisted of the following:
Twelve Months Ended December 31,
2023 2022 2021
Federal
Current .................................... $100.0 $101.8 $ 62.9
Deferred ................................... (102.1) (55.9) (9.3)
State
Current .................................... 11.1 28.7 18.9
Deferred ................................... (28.3) (14.6) —
Foreign
Current .................................... 96.3 77.3 67.3
Deferred ................................... (32.3) (18.4) (7.9)
Provision for income taxes ......................... $ 44.7 $118.9 $131.9
The components of income before income taxes consisted of the following:
Twelve Months Ended December 31,
2023 2022 2021
Domestic ....................................... $ (40.6) $151.5 $322.5
Foreign ........................................ (104.7) 231.5 183.1
(Loss) income from continuing operations before income
taxes ........................................ $(145.3) $383.0 $505.6
The effective income tax rate reconciliation consisted of the following:
Twelve Months Ended December 31,
2023 2022 2021
Income taxes at statutory rate ....................... $(30.5) 21.0% $ 80.4 21.0% $106.2 21.0%
Increase (decrease) resulting from:
State taxes, net of federal benefit ................ (21.9) 15.1% 8.0 2.1% 15.6 3.1%
Foreign rate differential ....................... (22.5) 15.5% (4.6) (1.2)% (6.8) (1.3)%
Excess tax benefits on stock-based compensation . . . 3.0 (2.0)% (5.0) (1.3)% (10.8) (2.2)%
Foreign tax law changes ....................... — —% (0.1) —% 22.7 4.5%
Uncertain tax positions ........................ 7.5 (5.2)% 5.7 1.5% 4.6 0.9%
Valuation allowances ......................... 3.1 (2.1)% 18.3 4.7% (5.0) (1.0)%
Foreign withholding taxes ..................... 13.0 (8.9)% 9.6 2.5% 6.5 1.3%
U.S. Federal tax on foreign earnings ............. 0.2 (0.1)% (1.4) (0.4)% (15.1) (3.0)%
U.S. Federal R&D tax credit ................... (8.6) 5.9% (9.7) (2.5)% (6.4) (1.3)%
Nondeductible expenses ....................... 6.8 (4.7)% 14.0 3.6% 20.0 4.0%
Nondeductible goodwill impairment ............. 97.3 (67.0)% — —% — —%
Other ...................................... (2.7) 1.7% 3.7 1.0% 0.4 0.1%
Total .......................................... $44.7 (30.8)% $118.9 31.0% $131.9 26.1%
For 2023, we reported a (30.8)% effective tax rate, is lower than the 21.0% U.S. federal corporate statutory rate
due primarily to the impact of non-deductible goodwill impairment partially offset by benefits on the
remeasurement of deferred taxes due to changes in state apportionment rates.
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For 2022, we reported a 31.0% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory
rate due primarily to increases in valuation allowances on foreign tax credit carryforwards, nondeductible
expenses in connection with certain legal and regulatory matters and executive compensation limitations, and
other rate-impacting items, partially offset by benefits from the research and development credit and excess tax
benefits on stock-based compensation.
For 2021, we reported a 26.1% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory
rate due primarily to recording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an
increase in the U.K. corporate tax rate enacted in the second quarter 2021 and nondeductible transaction costs
and penalties, partially offset by excess tax benefits on stock based compensation and a tax benefit related to
electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019
tax years. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow
certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their
GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available.
Components of net deferred income tax consisted of the following:
December 31,
2023
December 31,
2022
Deferred income tax assets:
Compensation .......................... $ 21.7 $ 19.5
Employee benefits ....................... 38.4 25.5
Legal reserves and settlements ............. 11.0 10.7
Loss and tax credit carryforwards ........... 228.0 179.2
Leases ................................. 26.9 38.4
Section 174 R&D Expense ................ 58.1 37.7
Other ................................. 36.3 36.7
Gross deferred income tax assets ................ $420.4 $ 347.7
Valuation allowance .......................... (104.7) (98.9)
Total deferred income tax assets, net ............. $315.7 $ 248.8
Deferred income tax liabilities:
Depreciation and amortization .............. (789.8) (874.9)
Right of use asset ........................ (25.1) (36.0)
Taxes on unremitted foreign earnings ........ (24.0) (14.6)
Investment in affiliated companies .......... (7.6) (7.3)
Hedge investments ....................... (40.6) (59.3)
Other ................................. (10.4) (10.5)
Total deferred income tax liability ............... (897.5) (1,002.6)
Net deferred income tax liability ................ $(581.8) $ (753.8)
Deferred tax assets and liabilities result from temporary differences between tax and accounting methods. Our
balance sheet includes a deferred tax assets of $11.1 million and $8.2 million at December 31, 2023 and 2022,
respectively, which are included in other assets.
If certain deferred tax assets are not likely recoverable in future years a valuation allowance is recorded. As of
December 31, 2023 and 2022, a valuation allowance of $104.7 million and $98.9 million, respectively, reduced
deferred tax assets related to worldwide net operating losses and tax credit carryforwards. Our estimate of the
amount of the deferred tax asset we can realize requires significant assumptions about projected revenues and
income that are impacted by future market and economic conditions. Our carryforwards will expire as follows:
U.S. federal net operating loss carryforwards over four years to an indefinite number of years, foreign loss
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carryforwards over one year to an indefinite number of years, foreign tax credit carryforwards over ten years,
interest expense carryforwards over an indefinite number of years, state net operating loss carryforwards over
one year to an indefinite number of years and state tax credit carryforwards over one year to an indefinite number
of years. As of December 31, 2023, the deferred tax assets associated with U.S. foreign tax credit carryforwards
and U.S. federal net operating loss carryforwards were $62.9 million and $6.7 million, respectively. Deferred tax
assets associated with foreign net operating loss carryforwards and foreign interest expense carryforwards were
$31.6 million and $60.3 million, respectively. Deferred tax assets associated with U.S. federal and state interest
expense carryforwards is $42.9 million. Deferred tax assets associated with other loss and tax credit
carryforwards were not significant.
The total amount of gross unrecognized tax benefits consisted of the following:
December 31,
2023
December 31,
2022
December 31,
2021
Balance as of beginning of period ........... $45.1 $45.8 $36.9
Increase (decrease) in tax positions due to
acquisition ........................... — (0.1) 5.3
Increase in tax positions of prior years ....... 2.2 0.3 5.6
Decrease in tax positions of prior years ...... (3.4) (3.7) (4.5)
Increase in tax positions of current year ...... 3.0 3.2 2.8
Reductions relating to settlement and lapse of
statute .............................. (1.9) (0.4) (0.4)
Balance as of end of period ................ $45.0 $45.1 $45.8
The amounts that would affect the effective tax rate if recognized are $34.5 million, $30.5 million and
$28.3 million, respectively, for the years ended December 31, 2023, 2022 and 2021.
We classify interest and penalties as income tax expense in the Consolidated Statements of Operations and their
associated liabilities as other liabilities in the Consolidated Balance Sheets. Interest and penalties on
unrecognized tax benefits were $14.0 million, $10.1 million and $7.6 million, respectively, for the years ended
December 31, 2023, 2022 and 2021.
We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the
audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the
total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized
tax benefits due to audit results cannot be made at this time. Tax years 2009 and forward remain open for
examination in some foreign jurisdictions, 2015 and forward in some state jurisdictions, and 2012 and forward
for U.S. federal purposes.
19. Stock-Based Compensation
Under the TransUnion Holding Company, Inc. 2012 Management Equity Plan (the “2012 Plan”), stock-based
awards could be issued to executive officers, employees and independent directors of the Company. A total of
10.1 million shares were authorized for grant under the 2012 Plan. Effective upon the closing of our initial public
offering, the Company’s Board and its stockholders adopted the TransUnion 2015 Omnibus Incentive Plan,
which has since been amended and restated (the “2015 Plan”), and no more shares can be issued under the 2012
Plan. During 2020, we increased the authorized shares available under the 2015 plan to a total of 12.4 million
shares. The 2015 Plan provides for the granting of stock options, restricted stock awards and restricted stock
units to key employees, directors or other persons having a service relationship with the Company and its
affiliates. As of December 31, 2023, there were approximately 3.4 million of unvested awards outstanding and
approximately 5.8 million of awards have vested under the 2015 Plan.
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Effective upon the closing of the initial public offering, the Company’s Board and its stockholders adopted the
TransUnion 2015 Employee Stock Purchase Plan, which has since been amended and restated (the “ESPP”). A
total of 2.4 million shares have been authorized to be issued under the ESPP. The ESPP provides certain
employees of the Company with an opportunity to purchase the Company’s common stock at a discount. As of
December 31, 2023, the Company has issued approximately 1.7 million shares of common stock under the ESPP.
For the years ended December 31, 2023, 2022 and 2021, we recognized stock-based compensation expense of
$100.6 million, $81.1 million and $70.1 million, respectively, with related income tax benefits of approximately
$17.2 million, $13.5 million and $10.0 million, respectively. Stock-based compensation expense for cash-
settleable awards was an expense of $0.2 million in 2023, a benefit of $1.7 million in 2022, and an expense of
$0.9 million in 2021. Expense associated with the ESPP for the years ended December 31, 2023, 2022 and 2021
was $4.9 million, $3.3 million and $3.2 million, respectively. Stock-based compensation expense includes
expense associated with cash-settleable awards and the ESPP.
2012 Plan
Stock Options
Stock options granted under the 2012 Plan have a 10-year term. For stock options granted to employees, 40%
generally vest based on the passage of time (service condition options), and 60% generally vest based on the
passage of time, subject to meeting certain stockholder return on investment conditions (market condition
options). These stockholder return on investment conditions were satisfied in February 2017, and all remaining
outstanding stock options now vest solely on the passage of time. All stock options granted to non-employee
directors vest based on the passage of time.
Service condition options were valued using the Black-Scholes valuation model and vest over a 5-year service
period, with 20% generally vesting one year after the grant date, and 5% vesting each quarter thereafter.
Compensation costs for the service condition options are recognized on a straight-line basis over the requisite
service period for the entire award. Market condition options were valued using a risk-neutral Monte Carlo
valuation model and vest over a 5 year service period now that the market conditions have been satisfied. There
were no stock options granted during 2023, 2022 and 2021.
Stock option activity as of December 31, 2023 and 2022 and for the year ended December 31, 2023 consisted of
the following:
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in millions)
Outstanding as of December 31, 2022 ........... 102,298 $10.71 1.3 $4.7
Granted ................................... — —
Exercised ................................. (74,334) 8.77
Forfeited .................................. — —
Expired ................................... — —
Outstanding as of December 31, 2023 ........... 27,964 $15.88 1.3 $1.5
Expected to vest as of December 31, 2023 ....... — $ — 0.0 $—
Exercisable as of December 31, 2023 ........... 27,964 $15.88 1.3 $1.5
As of December 31, 2023, there was no stock-based compensation expense remaining to be recognized in future
years related to options. During 2023, cash received from the exercise of stock options was $0.7 million and the
tax benefit realized from the exercise of stock options was $0.2 million.
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The intrinsic value of options exercised and the fair value of options vested for the periods presented are as
follows:
Twelve Months Ended December 31,
2023 2022 2021
Intrinsic value of options exercised .................. $3.9 $10.9 $31.4
Total fair value of options vested .................... $0.3 $ 0.6 $ 1.7
2015 Plan
Restricted Stock Units
During 2023, 2022 and 2021, restricted stock units were granted under the 2015 Plan. Restricted stock units
issued to date generally consist of service-based restricted stock units that vest based on passage of time and
performance-based awards. Performance-based restricted stock units consist of revenue and Adjusted EBITDA
awards that vest based on the passage of time subject to meeting 3-year cumulative revenue and Adjusted
EBITDA targets, and market-based relative total stockholder return (“TSR”) awards that vest based on the
passage of time, subject to how our stock price performs relative to a benchmark of similar companies over a
three-year period. Service-based awards generally vest over 3.5 years. Performance-based awards generally vest
over 3-years and vest between zero and 200% based on the final cumulative performance measures and TSR
achievement relative to the targets over the measurement period. We occasionally issue off-cycle or special
grants that could have different performance measurements and vesting terms.
Service-based and revenue and Adjusted EBITDA performance-based restricted stock units are valued based on
the closing market price of our stock on the date of grant. Because of the market condition in our TSR restricted
stock units, they are valued using a risk-neutral Monte-Carlo simulation model based on input assumptions that
exist as of the date of each grant. The primary input assumptions utilized in determining the grant date fair value
of the TSR restricted stock unit are the expected stock volatility for the Company and the benchmark group of
companies, the risk-free interest rate, expected dividend yields, and correlations between our stock price and the
stock prices of the peer group of companies. For our 2023 grants, the volatility inputs for our stock ranged
between 33.60% and 34.22%, and the risk-free interest rate inputs ranged between 3.97% and 4.51%.
Restricted stock unit activity as of December 31, 2023 and 2022 and for the year ended December 31, 2023
consisted of the following:
Shares
Weighted
Average
Grant
Date
Fair
Value
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in millions)
Outstanding as of December 31, 2022 ......... 2,320,711 $94.73 1.3 $131.7
Granted ................................. 2,162,731 76.56
Vested .................................. (766,282) 93.60
Forfeited ................................ (310,457) 82.32
Outstanding as of December 31, 2023 ......... 3,406,703 $84.59 1.5 $234.1
Expected to vest as of December 31, 2023 ...... 3,308,803 $84.82 1.5 $227.3
The fair value and intrinsic value of restricted stock units that vested during the year ended December 31, 2023
was $71.7 million and $54.6 million, respectively. As of December 31, 2023, stock-based compensation expense
remaining to be recognized in future years related to restricted stock units that we currently expect to vest was
$171.1 million with weighted-average recognition periods of 2.2 years. During 2023, the tax benefit realized
from vested restricted stock units was $10.1 million.
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20. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of
December 31, 2023:
Total Level 1 Level 2 Level 3
Assets
Interest rate swaps (Note 8 and 13) ...................... $162.3 $— $162.3 $—
Note receivable (Note 2 and 8) ......................... 82.0 — 82.0 —
Available-for-sale debt securities (Note 4) ................ 2.7 — 2.7 —
Total .............................................. $247.0 $— $247.0 $—
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of
December 31, 2022:
Total Level 1 Level 2 Level 3
Assets
Interest rate swaps (Note 8 and 13) ...................... $237.7 $— $237.7 $ —
Note receivable (Note 2 and 8) ......................... 70.3 — 70.3 —
Available-for-sale debt securities (Note 4) ................ 2.6 — 2.6 —
Total .............................................. $310.6 $— $310.6 $ —
Liabilities
Put option on Cost Method Investment (Note 12) ........... 10.0 — — 10.0
Total .............................................. $ 10.0 $— $ — $10.0
Level 2 instruments consist of foreign exchange-traded corporate bonds, interest rate swaps, and notes
receivable. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current
quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale
debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair
values are determined using the market standard methodology of discounting the future expected net cash
receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the
swaps. The variable interest rates used in the calculations of projected receipts on the swaps are based on an
expectation of future interest rates derived from observable market interest rate curves and volatilities. As
discussed in Note 13, “Debt,” there are three tranches of interest rate swaps. In December 2022, we sold the
non-core businesses of our VF acquisition. A portion of the consideration was in the form of a $72.0 million note
receivable. The note receivable accrues interest semiannually at a per annum rate of 10.6% and is payable at
maturity. The note matures on June 30, 2025, subject to an option of the note issuer to extend the maturity date
for two successive terms of three months each, at an increased rate of interest at each extension. The note was
initially recorded at fair value of $70.3 million using an income approach for fixed income securities where
contractual cash flows were discounted to present value at a risk-adjusted rate of return in a lattice model
framework. The fair value of the note is determined each period by applying the same approach, considering
changes to the risk-adjusted rate of return given observed changes to the interest rate environment, market
pricing of credit risk, and issuer-specific credit risk.
Level 3 instruments consist of a put option on a Cost Method Investment. The put option allows the owners of
the remaining shares to compel TransUnion to purchase their shares, subject to the fulfillment of certain
conditions. The fair value of the put option is determined using a Monte Carlo analysis with assumptions that
include revenue projections, volatility rates, discount rates and the option period, among others. We have
adjusted the fair value of the put option to zero at December 31, 2023 with the adjustment recorded in other
income and expense on the Consolidated Statements of Operations.
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21. Reportable Segments
We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate
unit, which provides support services to each of the segments. Our Chief Operating Decision Maker (“CODM”)
uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources
and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates
the impact of certain items that we do not consider indicative of operating performance, which is useful to
compare operating results between periods. Our Board and executive management team also use Adjusted
EBITDA as a compensation measure for both segment and corporate management under our incentive
compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors, and
other interested parties in their evaluation of the operating performance of companies similar to ours.
The segment financial information below aligns with how we report information to our CODM to assess
operating performance and how we manage the business. The accounting policies of the segments are the same
as described in Note 1, “Significant Accounting and Reporting Policies” and Note 16, “Revenue.”
The following is a more detailed description of our reportable segments and the Corporate unit, which provides
support services to each segment:
U.S. Markets
The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses. These
businesses use our services to engage and acquire customers, assess consumers’ ability to pay for services,
identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer
identities, and mitigate fraud risk. The core capabilities and delivery methods in our U.S. Markets segment allow
us to serve a broad set of customers across industries.
We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals.
• Financial Services: The Financial Services vertical is comprised of our consumer lending, mortgage,
auto and cards and payments lines of business. Our Financial Services clients consist of most banks,
credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer
lenders in the United States. We also distribute our solutions through most major resellers, secondary
market players, and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers,
such as auto dealers and peer-to-peer lenders. Our solutions span every aspect of the lending lifecycle,
including customer acquisition and engagement, fraud and ID management, retention, and recovery.
Our core products include credit reporting, credit marketing, analytics and consulting, identity
verification, fraud prevention, outbound calling and contact center solutions, people-based marketing
solutions, and authentication and debt recovery solutions. The revenue of Argus is included in
Financial Services since the date of the acquisition.
• Emerging Verticals: Emerging Verticals include Technology, Commerce & Communications,
Insurance, Media, Services & Collections, Tenant & Employment, and Public Sector. Our solutions in
these verticals are also data-driven and address the entire customer lifecycle. Our core products include
outbound calling and contact center solutions, onboarding and transaction processing solutions, scoring
and analytic solutions, people-based marketing solutions, fraud and identity management solutions,
public record solutions, and customer retention solutions.
International
The International segment provides services similar to our U.S. Markets segment to businesses in select regions
outside the United States. Depending on the maturity of the credit economy in each country, services may include
credit reports, analytics and solutions services, and other value-added risk management services. In addition, we
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have insurance, business, and automotive databases in select geographies. These services are offered to
customers in a number of industries including financial services, insurance, automotive, collections, and
communications and are delivered through both direct and indirect channels. The International segment also
provides consumer services similar to those offered by our Consumer Interactive segment that help consumers
proactively manage their personal finances and take precautions against identity theft.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America,
the United Kingdom, Africa, India, and Asia Pacific.
Consumer Interactive
The Consumer Interactive segment provides solutions that help consumers manage their personal finances and
take precautions against identity theft. Services in this segment include paid and free credit reports, scores and
freezes, credit monitoring, identity protection and resolution, and financial management for consumers. The
segment also provides solutions that help businesses respond to data breach events. Our products are provided
through user-friendly online and mobile interfaces and are supported by educational content and customer
support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.
Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise
functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments
remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Selected segment financial information and disaggregated revenue consisted of the following:
Twelve Months Ended December 31,
2023 2022 2021
Gross Revenue:
U.S. Markets:
Financial Services ...................... $1,280.3 $1,255.1 $1,090.0
Emerging Verticals ..................... 1,223.9 1,192.1 701.0
Total U.S. Markets ........................ 2,504.2 2,447.3 1,791.0
International:
Canada ............................... 139.5 128.2 126.9
Latin America ......................... 120.6 112.9 103.2
United Kingdom ....................... 197.2 203.0 216.5
Africa ................................ 60.6 61.7 59.5
India ................................. 218.8 174.2 133.1
Asia Pacific ........................... 88.6 75.9 62.7
Total International ........................ 825.3 755.9 701.9
Total Consumer Interactive ................. 579.7 585.3 545.8
Total revenue, gross ........................... $3,909.3 $3,788.4 $3,038.7
Intersegment revenue eliminations:
U.S. Markets .............................. $ (71.7) $ (71.5) $ (70.5)
International .............................. (5.7) (6.0) (5.9)
Consumer Interactive ....................... (0.6) (1.1) (2.0)
Total intersegment eliminations .................. (78.1) (78.6) (78.4)
Total revenue as reported ....................... $3,831.2 $3,709.9 $2,960.2
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A reconciliation of Segment Adjusted EBITDA to (loss) income from continuing operations before income taxes
for the periods presented is as follows:
Twelve Months Ended December 31,
2023 2022 2021
U.S. Markets Adjusted EBITDA ............. $ 846.8 $ 869.0 $ 717.2
International Adjusted EBITDA .............. 361.5 329.3 300.1
Consumer Interactive Adjusted EBITDA ....... 278.2 282.3 263.1
Total ....................................... $1,486.5 $ 1,480.7 $1,280.4
Adjustments to reconcile to (loss) income from
continuing operations before income taxes:
Depreciation and amortization ............... (524.4) (519.0) (377.0)
Goodwill impairment ...................... (414.0) — —
Net interest expense ....................... (267.5) (226.2) (109.2)
Corporate expenses
1
....................... (142.8) (135.7) (121.9)
Stock-based compensation .................. (100.6) (81.1) (70.1)
Operating model optimization program
2
....... (77.6) — —
Accelerated technology investment
3
.......... (70.6) (54.0) (39.7)
Mergers and acquisitions, divestitures and
business
4
.............................. (34.6) (50.7) (52.6)
Net other
5
............................... (15.2) (46.1) (19.4)
Net income attributable to non-controlling
interests ............................... 15.4 15.2 15.0
Total adjustments ............................. $(1,631.8) $(1,097.7) $ (774.8)
(Loss) income from continuing operations before
income taxes .............................. $ (145.3) $ 383.0 $ 505.6
1. Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These
costs are typically enterprise-level costs and are primarily administrative in nature.
2. Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other
business process optimization expenses.
3. Accelerated technology investment represents expenses incurred in connection with the transformation of
our technology infrastructure. The accelerated technology investment for the twelve months ended
December 31, 2022 and 2021 includes the impact of an immaterial error related to an over accrual of
expenses discussed in Note 1, “Significant Accounting and Reporting Policies.”
4. Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with
exploratory or executed strategic transactions.
5. Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of
deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign
operations, and other debt financing expenses, as well as certain legal and regulatory expenses.
Earnings from equity method investments included in non-operating income and expense was as follows:
Twelve Months Ended December 31,
2023 2022 2021
U.S. Markets .................................... $ 0.6 $ 1.0 $ 2.4
International .................................... 15.7 12.0 9.6
Total .......................................... $16.3 $13.0 $12.0
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Total assets by segment consisted of the following:
December 31,
2023
December 31,
2022
U.S. Markets ............................... $ 7,071.1 $ 7,180.9
International ................................ 2,368.6 2,675.7
Consumer Interactive ......................... 1,222.3 1,202.9
Total segment assets ......................... $10,662.0 $11,059.5
Corporate .................................. 443.2 606.8
Total assets ................................. $11,105.1 $11,666.3
Cash paid for capital expenditures by segment was as follows:
Twelve Months Ended December 31,
2023 2022 2021
U.S. Markets .................................... $203.7 $181.0 $145.3
International .................................... 87.3 97.5 65.1
Consumer Interactive ............................. 18.5 17.7 11.8
Corporate ...................................... 1.3 2.0 2.0
Total .......................................... $310.7 $298.2 $224.2
Depreciation and amortization expense by segment was as follows:
Twelve Months Ended December 31,
2023 2022 2021
U.S. Markets .................................... $359.0 $352.5 $222.0
International .................................... 126.4 126.9 132.4
Consumer Interactive ............................. 34.6 34.8 16.8
Corporate ...................................... 4.4 4.9 5.7
Total .......................................... $524.4 $519.0 $377.0
Percentage of revenue based on where it was earned was as follows:
Twelve Months Ended December 31,
2023 2022 2021
Domestic ....................................... 79% 80% 76%
International .................................... 21% 20% 24%
Percentage of long-lived assets, other than intangibles, financial assets, and deferred tax assets, based on the
location of the legal entity that owns the asset, was as follows:
As of December 31,
2023 2022
Domestic ........................................... 75% 78%
International ........................................ 25% 22%
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22. Commitments
Future minimum payments for noncancelable operating leases, purchase obligations, and other liabilities in effect
as of December 31, 2023 are payable as follows:
Operating
Leases
Purchase
Obligations
and
Other Total
2024 ................................. $ 30.4 $209.0 $239.4
2025 ................................. 21.1 100.9 122.0
2026 ................................. 17.0 51.7 68.7
2027 ................................. 13.9 31.5 45.4
2028 ................................. 9.0 12.3 21.3
Thereafter ............................. 31.2 0.3 31.5
Less imputed interest .................... (14.3) — (14.3)
Totals ................................ $108.3 $405.7 $514.0
Purchase obligations and other excludes trade accounts payable that are included in our balance sheet as of
December 31, 2023. Purchase obligations and other include commitments for outsourcing services, royalties,
data licenses, and maintenance and other operating expenses.
Licensing agreements
We have agreements with Fair Isaac Corporation to license credit-scoring algorithms and the right to sell credit
scores derived from those algorithms. Payment obligations under these agreements vary due to factors such as
the volume of credit scores we sell, what type of credit scores we sell, and how our customers use the credit
scores. There are no minimum payments required under these licensing agreements. However, we do have a
significant level of sales volume related to these credit scores.
23. Contingencies
Legal and Regulatory Matters
We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our
current or past business operations. These actions generally assert claims for violations of federal or state credit
reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of
consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or
injunctive relief, and may seek business practice changes. We believe that most of these claims are either without
merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or
small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot
predict the outcome of each claim in each instance.
In the ordinary course of business, we also are subject to governmental and regulatory examinations,
information-gathering requests, investigations and proceedings (both formal and informal), certain of which may
result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal
and informal investigations and inquiries by regulators, we sometimes receive civil investigative demands,
requests, subpoenas and orders seeking documents, testimony, and other information in connection with various
aspects of our activities.
In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought
are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot
determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the
145
eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and
regulatory matters when those matters present loss contingencies that are both probable and can be reasonably
estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because
damages or penalties have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty
as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the
outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be
resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal
and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an
adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial
statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters
for which losses were considered to be probable of occurring based on our best estimate of the most likely
outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In
addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot
estimate a range of the potential losses for these matters.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision,
we maintain insurance that we believe is appropriate and adequate based on our historical experience. We
regularly advise our insurance carriers of the claims, threatened or pending, against us in legal and regulatory
matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable
deductibles. We are not aware of any significant monetary claim that has been asserted against us, except for the
lawsuit filed by the Consumer Financial Protection Bureau (the “CFPB”) referenced below, that would not have
some level of coverage by insurance after the relevant deductible, if any, is met.
As of December 31, 2023 and 2022, we have accrued $147.8 million and $125.0 million, respectively, for legal
and regulatory matters. These amounts were recorded in other accrued liabilities in the Consolidated Balance
Sheets and the associated expenses were recorded in selling, general and administrative expenses in the
Consolidated Statements of Operations. Legal fees incurred in connection with ongoing litigation are considered
period costs and are expensed as incurred.
CFPB Matters
In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB,
informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take
legal action against us and certain of our executive officers. The NORA letter alleged that we failed to comply
with and timely implement the January 2017 Consent Order (the “2017 Consent Order”), and further alleged
additional violations related to Consumer Interactive’s marketing practices. On September 27, 2021, the
Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On April 12,
2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against
us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of
Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois
seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU
Entities violated the 2017 Consent Order, engaged in deceptive acts and practices in marketing the TransUnion
Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their
bank accounts for the TransUnion Credit Monitoring product and diverted consumers from their free annual file
disclosure into paid subscription products. The CFPB further alleges that Mr. Danaher violated the 2017 Consent
Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in
violating the 2017 Consent Order and the law. We continue to believe that our marketing practices are lawful and
appropriate and that we have been, and remain, in compliance with the 2017 Consent Order, and we will
vigorously defend against allegations to the contrary in such proceedings. We continue to be in active litigation
on this matter.
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As of December 31, 2023 and 2022, we have accrued $56.0 million, in connection with this matter and there is a
reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could
have a material adverse effect on our results of operations and financial condition. However, any possible loss or
range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur
increased costs litigating this matter.
In March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division
was considering whether to recommend that the CFPB take legal action against us related to our tenant and
employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The NORA letter
alleged that Trans Union LLC and TURSS violated the Fair Credit Reporting Act by failing to (i) follow
reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose
to consumers the sources of such information. On July 27, 2022, the CFPB’s Enforcement Division advised us
that it had obtained authority to pursue an enforcement action jointly with the Federal Trade Commission
(“FTC”). On October 5, 2023, we reached a settlement in the form of a Consent Order with the CFPB and the
FTC regarding this matter, pursuant to which we agreed to pay $11.0 million in redress and $4.0 million in civil
money penalties and to implement certain business process changes. As of December 31, 2023, the settlement
was paid in full to the CFPB.
In June 2022, the CFPB informed Trans Union LLC that it intended to issue a NORA letter following an
investigation relating to alleged violations of law in connection with the placement and lifting of security freezes
resulting from certain system issues. We have corrected associated system issues and have processes in place to
monitor and address issues going forward. In August 2022, the TU Entities received a NORA letter from the
CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the
CFPB take legal action against us. On April 14, 2023, the CFPB’s Enforcement Division advised us that it had
obtained authority to pursue an enforcement action. On October 10, 2023, we reached a settlement in the form of
a Consent Order with the CFPB regarding this matter, pursuant to which we agreed to pay $3.0 million in redress
and $5.0 million in civil money penalties. As of December 31, 2023, the settlement was paid in full to the CFPB.
Argus Department of Justice Matter
We are cooperating with an investigation originating from the civil division of the United States Attorney’s
Office for the Eastern District of Virginia related to Argus’s use of certain data it collected under certain
government contracts. We acquired Argus in connection with our acquisition of VF in April 2022. This matter
pertains to alleged conduct that commenced before we acquired Argus. We are cooperating with Verisk
Analytics, Inc. (the “Seller”) to respond to the Department of Justice’s (“DOJ”) investigation and, along with the
Seller, are engaged in ongoing settlement discussions with the DOJ regarding a potential resolution of the matter,
with no assurance that the discussions will lead to resolution.
We cannot predict the timing, outcome, or potential impact of this matter, financial or otherwise. Under the stock
purchase agreement Trans Union LLC entered into with the Seller pursuant to which we acquired VF, including
Argus, the Seller agreed to indemnify us for certain losses with respect to this matter, including all losses directly
resulting from any settlement agreement with the DOJ in connection with this matter, including civil money
penalties, remediation costs and fees and expenses. As of December 31, 2023, we have recorded an accrued
liability of $37.0 million and a related indemnification receivable for this matter.
147
24. Accumulated Other Comprehensive Loss
The following table sets forth the changes in each component of accumulated other comprehensive loss, net of
tax:
Foreign
Currency
Translation
Adjustment
Net
Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss)
On
Available-for-sale
Securities
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2020 ......... $(205.4) $ (67.1) $ 0.4 $(272.1)
Change .......................... (63.8) 50.5 — (13.3)
Balance, December 31, 2021 ......... $(269.2) $ (16.6) $ 0.4 $(285.4)
Change .......................... (194.3) 195.2 (0.2) 0.9
Balance, December 31, 2022 ......... $(463.5) $178.6 $ 0.2 $(284.5)
Change .......................... 80.2 (56.6) — 23.6
Balance, December 31, 2023 ......... $(383.4) $122.0 $ 0.2 $(260.9)
25. Subsequent Event
On February 8, 2024, the Company refinanced its Senior Secured Term Loan B-6 with Senior Secured Term
Loan B-7. The aggregate principal amount of Senior Secured Term Loan B-7 is approximately $1.9 billion. As a
result of the transaction, the margin was set to 2.00% and is no longer a function of our total net leverage ratio.
Additionally, the credit spread adjustment was removed. The new rate on our Senior Secured Term Loan B-7 is
SOFR plus margin of 2.00%. The Senior Secured Term Loan B-7 remains subject to quarterly principal
payments with the remaining balance due December 1, 2028.
26. Quarterly Financial Data (Unaudited)
Three Months Ended
December 31,
2023
September 30,
2023
June 30,
2023
March 31,
2023
Revenue ........................................ $954.3 $ 968.7 $968.0 $940.3
Operating income (loss) ............................ 61.3 (236.3) 158.4 145.2
Income (loss) from continuing operations .............. 9.5 (313.9) 57.3 57.0
Net income (loss) ................................. 9.5 (314.4) 57.2 56.9
Net income (loss) attributable to TransUnion ........... 6.1 (318.8) 53.9 52.6
Income (loss) from continuing operations attributable to
TransUnion ................................... 6.0 (318.3) 54.1 52.7
Basic earnings (loss) per common share from:
Income (loss) from continuing operations attributable
to TransUnion ............................. $ 0.03 $ (1.65) $ 0.28 $ 0.27
Net income (loss) attributable to TransUnion ....... $ 0.03 $ (1.65) $ 0.28 $ 0.27
Diluted earnings (loss) per common share from:
Income (loss) from continuing operations attributable
to TransUnion ............................. $ 0.03 $ (1.65) $ 0.28 $ 0.27
Net income (loss) attributable to TransUnion ....... $ 0.03 $ (1.65) $ 0.28 $ 0.27
148
Three Months Ended
December 31,
2022
September 30,
2022
June 30,
2022
March 31,
2022
Revenue ........................................ $902.1 $938.2 $948.3 $921.3
Operating income ................................ 143.5 169.5 178.9 134.4
Income from continuing operations ................... 35.3 80.3 96.5 51.9
Net income ...................................... 50.4 82.7 96.8 51.6
Net income attributable to TransUnion ................ 46.4 79.2 92.8 47.9
Income from continuing operations attributable to
TransUnion ................................... 31.4 76.8 92.5 48.3
Basic earnings per common share from:
Income from continuing operations attributable to
TransUnion ............................... $ 0.16 $ 0.40 $ 0.48 $ 0.25
Net Income attributable to TransUnion ............ $ 0.24 $ 0.41 $ 0.48 $ 0.25
Diluted earnings per common share from:
Income from continuing operations attributable to
TransUnion ............................... $ 0.16 $ 0.40 $ 0.48 $ 0.25
Net Income attributable to TransUnion ............ $ 0.24 $ 0.41 $ 0.48 $ 0.25
As discussed in Note 1, the Company identified errors in the classification of certain expenses between cost of
services and selling, general and administrative in the Consolidated Statements of Operations. In addition, the
Company corrected an immaterial error related to an over accrual of expenses, net of the related income tax
effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period
during the twelve months ended December 31, 2022. A summary of the corrections to the impacted financial
statement line items of the Company’s previously issued consolidated financial statements previously filed in
unaudited Quarterly Reports on Form 10-Q for the period ended March 31, 2023 and the period ended June 30,
2023, and in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended September 30,
2023, are as follows:
Consolidated Statements of Operations
Three Months Ended March 31, 2023
As Reported Adjustment As Revised
Cost of services (exclusive of depreciation and
amortization) ............................. $324.9 $ 55.9 $380.8
Selling, general and administrative .............. 340.5 (55.9) 284.6
Total operating expenses ...................... 795.1 — 795.1
Three Months Ended June 30, 2023 Six Months Ended June 30, 2023
As Reported Adjustment As Revised As Reported Adjustment As Revised
Cost of services (exclusive of
depreciation and amortization) .... $365.5 $ 21.5 $387.0 $ 728.2 $ 39.6 $ 767.8
Selling, general and administrative . . 314.0 (21.5) 292.5 616.7 (39.6) 577.1
Total operating expenses .......... 809.6 — 809.6 1,604.7 — 1,604.7
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
As Reported Adjustment As Revised As Reported Adjustment As Revised
Cost of services (exclusive of
depreciation and amortization) .... $ 344.8 $ 24.0 $ 368.8 $1,073.2 $ 63.6 $1,136.8
Selling, general and administrative . . 314.8 (24.0) 290.8 931.3 (63.6) 867.7
Total operating expenses .......... 1,205.0 — 1,205.0 2,809.6 — 2,809.6
149
Three Months Ended March 31, 2022
As Reported Adjustment As Revised
Cost of services (exclusive of depreciation and
amortization) ............................. $298.0 $ 35.4 $333.4
Selling, general and administrative .............. 359.5 (34.8) 324.7
Total operating expenses ...................... 786.3 0.6 786.9
Operating income ........................... 135.0 (0.6) 134.4
Income from continuing operations before income
taxes ................................... 76.7 (0.6) 76.1
Provision for income taxes .................... (24.4) 0.2 (24.2)
Income from continuing operations ............. 52.3 (0.4) 51.9
Net income ................................ 52.0 (0.4) 51.6
Net income attributable to TransUnion .......... 48.3 (0.4) 47.9
Income from continuing operations attributable to
TransUnion .............................. 48.7 (0.4) 48.3
Basic earnings per common share from:
Income from continuing operations attributable
to TransUnion ........................ $ 0.25 $ — $ 0.25
Net income attributable to TransUnion ...... $ 0.25 $ — $ 0.25
Diluted earnings per common share from:
Income from continuing operations attributable
to TransUnion ........................ $ 0.25 $ — $ 0.25
Net income attributable to TransUnion ...... $ 0.25 $ — $ 0.25
Three Months Ended June 30, 2022 Six Months Ended June 30, 2022
As Reported Adjustment As Revised As Reported Adjustment As Revised
Cost of services (exclusive of depreciation
and amortization) .................... $328.9 $ 16.7 $345.6 $ 650.0 $ 29.0 $ 679.0
Selling, general and administrative ........ 306.3 (13.1) 293.2 642.7 (24.8) 617.9
Total operating expenses ................ 765.8 3.6 769.4 1,552.1 4.2 1,556.3
Operating income ...................... 182.5 (3.6) 178.9 317.4 (4.2) 313.2
Income from continuing operations before
income taxes ........................ 128.5 (3.6) 124.9 205.2 (4.2) 201.0
Provision for income taxes ............... (29.2) 0.8 (28.4) (53.5) 1.0 (52.5)
Income from continuing operations ........ 99.3 (2.8) 96.5 151.7 (3.2) 148.5
Net income ........................... 99.6 (2.8) 96.8 151.6 (3.2) 148.4
Net income attributable to TransUnion ..... 95.6 (2.8) 92.8 143.9 (3.2) 140.7
Income from continuing operations
attributable to TransUnion ............. 95.3 (2.8) 92.5 143.9 (3.2) 140.7
Basic earnings per common share from:
Income from continuing operations
attributable to TransUnion ......... $ 0.49 $(0.01) $ 0.48 $ 0.75 $(0.02) $ 0.73
Net income attributable to
TransUnion ..................... $ 0.50 $(0.01) $ 0.48 $ 0.75 $(0.02) $ 0.73
Diluted earnings per common share from:
Income from continuing operations
attributable to TransUnion ......... $ 0.49 $(0.01) $ 0.48 $ 0.75 $(0.02) $ 0.73
Net income attributable to
TransUnion ..................... $ 0.49 $(0.01) $ 0.48 $ 0.75 $(0.02) $ 0.73
150
Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
As Reported Adjustment As Revised As Reported Adjustment As Revised
Cost of services (exclusive of
depreciation and amortization) ...... $338.2 $ 13.4 $351.6 $ 988.2 $ 42.4 $1,030.6
Selling, general and administrative ..... 301.0 (13.4) 287.6 943.6 (38.2) 905.5
Total operating expenses ............. 768.8 — 768.8 2,320.8 4.2 2,325.0
Operating income ................... 169.5 — 169.5 487.0 (4.2) 482.8
Income from continuing operations
before income taxes ............... 110.8 — 110.8 316.1 (4.2) 311.9
Provision for income taxes ........... (30.6) — (30.6) (84.1) 1.0 (83.1)
Income from continuing operations ..... 80.3 — 80.3 232.0 (3.2) 228.8
Net income ........................ 82.7 — 82.7 234.3 (3.2) 231.1
Net income attributable to
TransUnion ..................... 79.2 — 79.2 223.0 (3.2) 219.8
Income from continuing operations
attributable to TransUnion .......... 76.8 — 76.8 220.7 (3.2) 217.5
Basic earnings per common share from:
Income from continuing operations
attributable to TransUnion ...... $ 0.40 $ — $ 0.40 $ 1.15 $(0.02) $ 1.13
Net income attributable to
TransUnion ................. $ 0.41 $ — $ 0.41 $ 1.16 $(0.02) $ 1.14
Diluted earnings per common share
from:
Income from continuing operations
attributable to TransUnion ...... $ 0.40 $ — $ 0.40 $ 1.14 $(0.02) $ 1.13
Net income attributable to
TransUnion ................. $ 0.41 $ — $ 0.41 $ 1.15 $(0.02) $ 1.14
Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2022
As Reported Adjustment As Revised
Net income ................................ $ 52.0 $(0.4) $ 51.6
Comprehensive income ....................... 152.6 (0.4) 152.2
Comprehensive income attributable to
TransUnion .............................. 148.9 (0.4) 148.5
Three Months Ended June 30, 2022 Six Months Ended June 30, 2022
As Reported Adjustment As Revised As Reported Adjustment As Revised
Net income ..................... $99.6 $(2.8) $96.8 $151.6 $(3.2) $148.4
Comprehensive (loss) income ...... (0.7) (2.8) (3.5) 152.0 (3.2) 148.8
Comprehensive (loss) income
attributable to TransUnion ....... (3.2) (2.8) (6.0) 145.8 (3.2) 142.6
Nine Months Ended September 30, 2022
As Reported Adjustment As Revised
Net income ................................ $234.3 $(3.2) $231.1
Comprehensive income ....................... 159.7 (3.2) 156.5
Comprehensive income attributable to
TransUnion .............................. 151.2 (3.2) 148.0
151
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2022 Six Months Ended June 30, 2022
As Reported Adjustment As Revised As Reported Adjustment As Revised
Net income ..................... $ 52.0 $(0.4) $ 51.6 $ 151.6 $(3.2) $ 148.4
Income from continuing operations . . 52.3 (0.4) 51.9 151.7 (3.2) 148.5
Trade accounts payable ........... (10.3) 0.6 (9.7) 6.4 4.2 10.6
Other current and long-term
liabilities ..................... (116.2) (0.2) (116.4) (461.4) (1.0) (462.4)
Cash provided by (used in) operating
activities of continuing
operations .................... 11.6 — 11.6 (115.4) — (115.4)
Nine Months Ended September 30, 2022
As Reported Adjustment As Revised
Net income ................................ $234.3 $(3.2) $ 231.1
Income from continuing operations ............. 232.0 (3.2) 228.8
Trade accounts payable ....................... (20.4) 4.2 (16.2)
Other current and long-term liabilities ........... (448.8) (1.0) (449.8)
Cash provided by operating activities of continuing
operations ............................... 70.8 — 70.8
Consolidated Statements of Stockholders’ Equity
Three Months Ended March 31, 2022 Three Months Ended June 30, 2022
As Reported Adjustment As Revised As Reported Adjustment As Revised
Retained Earnings, Beginning Period
Balance ...................... $2,254.6 $ 3.2 $2,257.8 $2,284.5 $ 2.8 $2,287.3
Net income ................. 48.3 (0.4) 47.9 95.6 (2.8) 92.8
Retained Earnings, Ending Period
Balance ...................... $2,284.5 $ 2.8 $2,287.3 $2,361.5 $ — $2,361.5
Total Equity Beginning Period
Balance ...................... $4,006.2 $ 3.2 $4,009.4 $4,141.9 $ 2.8 $4,144.7
Net income ................. 52.0 (0.4) 51.6 99.6 (2.8) 96.8
Total Equity Ending Period
Balance ...................... $4,141.9 $ 2.8 $4,144.7 $4,138.9 $ — $4,138.9
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this
report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, means controls and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the company’s management, including its principal executive and principal
financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their objectives and management necessarily applies its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our
disclosure controls and procedures as of December 31, 2023, the end of the period covered by this report, our
Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and
procedures were not effective because of the material weaknesses in internal control over financial reporting
discussed below.
153
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. TransUnion’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with U.S. generally accepted
accounting principles. Internal control over financial reporting includes those policies and procedures that:
• 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected on a timely basis. We identified the following material weaknesses
as of December 31, 2023:
We did not design and maintain effective controls over our interim goodwill impairment test. Specifically, we did
not design and maintain control activities over the accuracy of the manual translation of the base year forecast
information used in the valuation model to calculate the reporting unit fair value. This material weakness resulted
in an error to the goodwill balance and related impairment charge that resulted in the restatement of the unaudited
interim financial statements as of and for the three and nine months ended September 30, 2023.
We did not design and maintain effective controls over the classification of certain costs between cost of services
and selling, general and administrative in the Consolidated Statements of Operations. This material weakness
resulted in an error in the classification of certain costs between cost of services and selling, general and
administrative that resulted in the revision of the annual financial statements previously issued for 2022 and 2021
and the unaudited interim financial statements previously issued for 2023 and 2022 interim periods.
Additionally, these material weaknesses could result in misstatements of the aforementioned accounts or
disclosures that would result in a material misstatement to the annual or interim consolidated financial statements
that would not be prevented or detected.
Management assessed the effectiveness of TransUnion’s internal control over financial reporting as of
December 31, 2023. In making this assessment, management used the criteria described in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission in (“COSO”). Because of the material weaknesses described above, management has concluded
that, as of December 31, 2023, TransUnion’s internal control over financial reporting was not effective.
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness
of TransUnion’s internal control over financial reporting as of December 31, 2023, as stated in their report which
is included in this Annual Report on Form 10-K.
154
Remediation of Material Weaknesses
Management is in the process of designing and implementing the remediation plans to address the material
weaknesses discussed above. Remediation will not occur until the plans are implemented and there has been
appropriate time for us to conclude through testing that the controls operate effectively.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2023, there have been no changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
155
ITEM 9B. OTHER INFORMATION
On November 17, 2023, Timothy J. Martin, Executive Vice President, Chief Global Solutions Officer, adopted a
Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale
of up to 12,000 shares of the Company’s common stock until June 28, 2024. On November 20, 2023, Steven M.
Chaouki, President, U.S. Markets and Consumer Interactive, adopted a Rule 10b5-1 trading arrangement that is
intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 8,102 shares of the Company’s
common stock until June 28, 2024.
As discussed in Note 1, “Significant Accounting and Reporting Policies,” the Company corrected an immaterial
error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended
December 31, 2021, that had previously been corrected out of period during the twelve months ended
December 31, 2022 (the “revision”). As this correction impacted financial measures upon which the vesting of
performance share units granted to the Company’s executive officers on February 19, 2021 (“2021 PSUs”) under
the Company’s Amended and Restated 2015 Omnibus Incentive Plan was based, in accordance with the
Company’s Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), the
Compensation Committee of the Board analyzed the impact of the revision on the Company’s achievement of
performance metrics for the performance period ending on December 31, 2023. The Compensation Committee
determined that the revision had no impact, and accordingly, no recovery is required under the Clawback Policy.
Following such analysis, the 2021 PSUs vested and were settled on February 16, 2024.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
156
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following information with respect to our Board of Directors is presented as of February 28, 2024:
Name Position Principal Employment
Christopher A. Cartwright President & Chief
Executive Officer, Director
President & Chief Executive Officer, TransUnion
Dr. George M. Awad Director Principal, Gibraltar Capital Corporation
William P. (Billy) Bosworth Director Operating Managing Director, Vista Equity Partners
Suzanne P. Clark Director President and Chief Executive Officer, U.S.
Chamber of Commerce
Hamidou Dia Director VP and Global Head of Generative AI Solution
Architecture, Google Cloud
Russell P. Fradin Director Operating Partner, Clayton, Dubilier & Rice
Charles E. Gottdiener Director Chief Executive Officer, Anaplan, Inc.
Pamela A. Joseph Director Chief Executive Officer and Executive Chair, Xplor
Technologies, Inc.
Thomas L. Monahan, III Director Chief Executive Officer—designate, Heidrick and
Struggles, Inc.
Ravi Kumar Singisetti Director Chief Executive Officer, Cognizant Technology
Solutions Corporation
Linda K. Zukauckas Director Former Chief Financial Officer, Nielsen Holdings
The other information required by this item is incorporated by reference to our Proxy Statement for the 2024
Annual Meeting of Stockholders to be held on May 2, 2024, which will be filed with the SEC within 120 days of
the end of our fiscal year ended December 31, 2023.
See Part I, “Information about our Executive Officers” of this Annual Report on Form 10-K for information
regarding our executive officers.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees.
Our Code of Business Conduct and Ethics is available in the “Investor Relations” section of our website at
www.transunion.com, under the tab “Corporate Governance,” and a copy of the Code of Business Conduct and
Ethics may also be obtained free of charge upon a request directed to TransUnion, 555 West Adams Street,
Chicago, Illinois 60661, Attn: Corporate Secretary. Our Code of Business Conduct and Ethics is a “code of
ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding
amendments to, or waivers of, provisions of our code of ethics on our website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual
Meeting of Stockholders to be held on May 2, 2024, which will be filed with the SEC within 120 days of the end
of our fiscal year ended December 31, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual
Meeting of Stockholders to be held on May 2, 2024, which will be filed with the SEC within 120 days of the end
of our fiscal year ended December 31, 2023.
157
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual
Meeting of Stockholders to be held on May 2, 2024, which will be filed with the SEC within 120 days of the end
of our fiscal year ended December 31, 2023.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual
Meeting of Stockholders to be held on May 2, 2024, which will be filed with the SEC within 120 days of the end
of our fiscal year ended December 31, 2023.
158
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(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:
O
Consolidated Balance Sheets—December 31, 2023 and 2022;
O
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021;
O
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31,
2023, 2022 and 2021;
O
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021;
O
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022
and 2021; and
O
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules.
O
Schedule I—Condensed Financial Information of TransUnion as of December 31, 2023 and 2022
and for the years ended December 31, 2023, 2022 and 2021 and the accompanying notes; and
O
Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022
and 2021.
Schedules I and II are filed as part of this Report and are set forth immediately following the signature page.
(3) The following exhibits are filed with this Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, or incorporated herein by reference.
159
Exhibit
No. Exhibit Name
2.1†† Securities Purchase Agreement, dated as of September 11, 2021, by and between Trans Union LLC
and Aerial Investors LLC (Incorporated by reference to Exhibit 2.1 to TransUnion’s Current Report
on Form 8-K filed on September 13, 2021).
2.2†† Stock Purchase Agreement, dated as of October 26, 2021, by and between Trans Union LLC and
nThrive, Inc. (Incorporated by reference to Exhibit 2.2 to TransUnion’s Annual Report on Form 10-K
filed on February 22, 2022).
3.1 Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference
to Exhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed on May 18, 2020).
3.2 Fifth Amended and Restated Bylaws of TransUnion (Amended as of February 21, 2024)
(Incorporated by reference to Exhibit 3.1 to TransUnion’s Current Report on Form 8-K filed on
February 27, 2024).
4.1 Form of Stock Certificate for Common Stock (Incorporated by reference to Exhibit 4.6 to
TransUnion’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 15, 2015).
4.2 Description of TransUnion’s securities (Incorporated by reference to Exhibit 4.2 to TransUnion’s
Annual Report on Form 10-K filed on February 16, 2021).
10.1 Amendment No. 13 to Credit Agreement, dated as of August 9, 2017, by and among TransUnion
Intermediate Holdings, Inc., Trans Union LLC, the guarantors party thereto, Deutsche Bank AG
New York Branch, as Administrative Agent and as Collateral Agent, Deutsche Bank AG New York
Branch, as L/C Issuer, the other lenders from time to time party thereto and Deutsche Bank
Securities, Inc., Capital One, N.A., Goldman Sachs Lending Partners LLC, JP Morgan Chase Bank,
N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets and Wells Fargo
Securities, LLC, as joint lead arrangers and joint bookrunners (Incorporated by reference to Exhibit
10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on October 27, 2017).
10.2 Amendment No. 14 to Credit Agreement, dated as of May 2, 2018, by and among TransUnion
Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors, Deutsche
Bank Securities Inc., Capital One, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
RBC Capital Markets, as joint lead arrangers, Deutsche Bank AG New York Branch, as
administrative agent and collateral agent, and each of the other Lenders party thereto (Incorporated
by reference to Exhibit 10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on July 25, 2018).
10.3 Amendment No. 15 to Credit Agreement, dated as of June 19, 2018, by and among TransUnion
Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors, Deutsche
Bank Securities Inc., RBC Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Capital One, N.A., as joint lead arrangers, Deutsche Bank AG New York Branch, as administrative
agent and collateral agent, and each of the other Lenders party thereto (Incorporated by reference to
Exhibit 10.2 to TransUnion’s Quarterly Report on Form 10-Q filed on July 25, 2018).
10.4 Amendment No. 16 to Credit Agreement, dated as of June 29, 2018, by and among TransUnion
Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors, Deutsche
Bank Securities Inc., RBC Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Capital One, N.A., as joint lead arrangers, Deutsche Bank AG New York Branch, as administrative
agent and collateral agent, and each of the other Lenders party thereto (Incorporated by reference to
Exhibit 10.3 to TransUnion’s Quarterly Report on Form 10-Q filed on July 25, 2018).
160
10.5 Amendment No. 17 to Credit Agreement, dated as of November 15, 2019, by and among TransUnion
Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors, Deutsche
Bank Securities Inc., BofA Securities, Inc., Capital One, N.A. and RBC Capital Markets, as joint lead
arrangers, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and
each of the other Lenders party thereto (Incorporated by reference to Exhibit 10.5 to TransUnion’s
Annual Report on Form 10-K filed on February 18, 2020).
10.6 Amendment No. 18 to Credit Agreement, dated as of December 10, 2019, by and among TransUnion
Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors, Deutsche
Bank Securities Inc., BofA Securities, Inc., Capital One, N.A. RBC Capital Markets, Wells Fargo
Securities LLC and JP Morgan Chase Bank, N.A. as joint lead arrangers, Deutsche Bank AG
New York Branch, as administrative agent and collateral agent, and each of the other Lenders party
thereto (Incorporated by reference to Exhibit 10.6 to TransUnion’s Annual Report on Form 10-K
filed on February 18, 2020).
10.7 Amendment No. 19 to Credit Agreement, dated as of December 1, 2021, by and among TransUnion
Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors, Deutsche
Bank Securities Inc., Bank of America, N.A., Capital One, N.A., JP Morgan Chase Bank, N.A.,
Royal Bank of Canada as joint lead arrangers and joint bookrunners, Deutsche Bank AG New York
Branch, as administrative agent and collateral agent, and each of the other Lenders party thereto.
(Incorporated by reference to Exhibit 10.7 to TransUnion’s Annual Report on Form 10-K filed on
February 22, 2022).
10.8 Amendment No. 20 to the Credit Agreement, dated as of May 15, 2023 by and between Trans Union
LLC and Deutsche Bank AG New York Branch, as administrative agent (Incorporated by reference
to Exhibit 10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on July 25, 2023).
10.9** Amendment No. 21 to the Credit Agreement, dated as of October 27, 2023, by and among
TransUnion Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors,
Deutsche Bank Securities Inc., BofA Securities, Inc., Capital One, N.A., JPMorgan Chase Bank,
N.A., Royal Bank of Canada and Wells Fargo Securities, LLC, as joint lead arrangers and joint
bookrunners, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and
each of the other Lenders party thereto.
10.10 Second Lien Credit Agreement, dated as of December 1, 2021, by and among TransUnion
Intermediate Holdings, Inc., Trans Union LLC, the Guarantors, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, each of the other Lenders party thereto, JPMorgan Chase
Bank, N.A., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as joint lead arrangers
and joint bookrunners. (Incorporated by reference to Exhibit 10.8 to TransUnion’s Annual Report on
Form 10-K filed on February 22, 2022).
10.11† TransUnion Holding Company, Inc. 2012 Management Equity Plan (Effective April 30, 2012)
(Incorporated by reference to Exhibit 10.1 to TransUnion’s Registration Statement on Form S-4 filed
July 31, 2012).
10.12† TransUnion Holding Company, Inc. 2012 Management Equity Plan Stock Option Agreement
(Effective April 30, 2012) (Incorporated by reference to Exhibit 10.2 to TransUnion’s Registration
Statement on Form S-4 filed July 31, 2012).
10.13† Amendment No. 1 to TransUnion Holding Company, Inc. 2012 Management Equity Plan Stock
Option Agreement, dated as of January 1, 2016 (Incorporated by reference to Exhibit 10.7 to
TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2015).
10.14 Form of Director Indemnification Agreement for directors of TransUnion (Incorporated by reference
to Exhibit 10.6 to TransUnion’s Registration Statement on Form S-4 filed July 31, 2012).
161
10.15† Employment Agreement with James M. Peck, President and Chief Executive Officer of TransUnion
and TransUnion Intermediate Holdings, Inc., dated December 6, 2012 (Incorporated by reference to
Exhibit 10.15 to TransUnion’s and TransUnion Intermediate Holdings, Inc.’s Annual Report on Form
10-K for the year ended December 31, 2012).
10.16† Letter Agreement between TransUnion and Reed Elsevier with respect to the employment of James
M. Peck as the President and Chief Executive Officer of TransUnion and TransUnion Intermediate
Holdings, Inc., dated December 6, 2012 (Incorporated by reference to Exhibit 10.16 to TransUnion’s
and TransUnion Intermediate Holdings, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2012).
10.17† Employment Agreement, dated as of November 13, 2018, by and between TransUnion and
Christopher A. Cartwright (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report
on Form 8-K filed on November 14, 2018).
10.18† Employment Agreement, dated as of November 13, 2018, by and between TransUnion and James M.
Peck (Incorporated by reference to Exhibit 10.2 to TransUnion’s Current Report on Form 8-K filed
on November 14, 2018).
10.19† Retirement and Transition Agreement, dated as of April 1, 2021, by and between TransUnion and
John Danaher (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on
Form 8-K filed on April 7, 2021).
10.20† Retirement and Transition Agreement, dated as of August 12, 2021, by and between TransUnion and
David Neenan (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on
Form 8-K filed on August 13, 2021).
10.21† Employment Agreement, dated as of August 12, 2021 by and among TransUnion, Trans Union of
Canada, Inc. and Todd Skinner (Incorporated by reference to Exhibit 10.2 to TransUnion’s Quarterly
Report on Form 10-Q filed on October 26, 2021).
10.22† Form of TransUnion Executive Severance and Restrictive Covenant Agreement (Incorporated by
reference to Exhibit 10.3 to TransUnion’s Quarterly Report on Form 10-Q filed on October 26,
2021).
10.23† Amended and Restated TransUnion 2015 Omnibus Incentive Plan (Incorporated by reference to
Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on May 18, 2020).
10.24† TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Restricted Stock Units
(U.S. Employees) (for awards granted in or after February 2022) (Incorporated by reference to
Exhibit 10.22 to TransUnion’s Annual Report on Form 10-K filed on February 22, 2022).
10.25† TransUnion 2015 Omnibus Incentive Plan Award Agreement, as amended, with respect to Restricted
Stock units (U.S. Employees) (for awards granted in or after February 2023) (Incorporated by
reference to Exhibit 10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on April 25, 2023).
10.26† TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Performance Share
Units (U.S. Employees) (for awards granted in or after February 2022) (Incorporated by reference to
Exhibit 10.23 to TransUnion’s Annual Report on Form 10-K filed on February 22, 2022).
10.27† TransUnion 2015 Omnibus Incentive Plan Award Agreement, as amended, with respect to
Performance Share Units (U.S. Employees) (for awards granted in or after February 2023)
(Incorporated by reference to Exhibit 10.2 to TransUnion’s Quarterly Report on Form 10-Q filed on
April 25, 2023).
10.28† TransUnion Amended and Restated 2015 Omnibus Incentive Plan Grant Notice, Applicable to
Performance Share Unit Awards Granted on June 1, 2023. (Incorporated by reference to Exhibit 10.1
to TransUnion’s Current Report on Form 8-K filed on May 30, 2023).
162
10.29†** TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Restricted Stock
(Outside Directors), as amended, effective November 2, 2023.
10.30† TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated, Effective
November 6, 2018 (Incorporated by reference to Exhibit 10.24 to TransUnion’s Annual Report on
Form 10-K for the year ended December 31, 2018).
10.31 Consent Order Issued by the United States Consumer Financial Protection Bureau on January 3,
2017, Administrative Proceeding—File No. 2017-CFPB-0002, In the Matter of: TransUnion
Interactive, Inc., Trans Union LLC and TransUnion (Incorporated by reference to Exhibit 10.25 to
TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2016).
21** Subsidiaries of TransUnion.
23.1** Consent of PricewaterhouseCoopers LLP.
24** Power of Attorney—TransUnion (included on the signature page of this Form 10-K).
31.1** Certification of Principal Executive Officer for TransUnion pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2** Certification of Principal Financial Officer for TransUnion pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32** Certification of Chief Executive Officer and Chief Financial Officer for TransUnion pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1** TransUnion Policy for Recovery of Erroneously Awarded Compensation.
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.
104** Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
† Identifies management contracts and compensatory plans or arrangement.
** Filed or furnished herewith.
†† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any
omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that the parties
may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, for any document so furnished.
(4) Valuation and qualifying accounts.
(b) Exhibits. See Item 15(a)(3).
(c) Financial Statement Schedules. See Item 15(a)(2).
163
ITEM 16. FORM 10-K SUMMARY
None.
164
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28,
2024.
TransUnion
By: /s/ Todd M. Cello
Todd M. Cello
Executive Vice President and Chief Financial
Officer
POWER OF ATTORNEY
The officers and directors whose signatures appear below constitute and appoint Heather J. Russell and Rachel
W. Mantz as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
for them in their name, place and stead, in any and all capacities, to sign and file, with the Securities and
Exchange Commission, this Form 10-K and any and all amendments and exhibits thereto, and all documents in
connection therewith, granting unto each such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on February 28, 2024.
Signature Title
/s/ Christopher A. Cartwright
Christopher A. Cartwright
President and Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Todd M. Cello
Todd M. Cello
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Jennifer A. Williams
Jennifer A. Williams
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
/s/ George M. Awad
George M. Awad
Director
/s/ William P. (Billy) Bosworth
William P. (Billy) Bosworth
Director
/s/ Suzanne P. Clark
Suzanne P. Clark
Director
/s/ Hamidou Dia
Hamidou Dia
Director
/s/ Russell P. Fradin
Russell P. Fradin
Director
165
Signature Title
/s/ Charles E. Gottdiener
Charles E. Gottdiener
Director
/s/ Pamela A. Joseph
Pamela A. Joseph
Director
/s/ Thomas L. Monahan, III
Thomas L. Monahan, III
Director
/s/ Ravi Kumar Singisetti
Ravi Kumar Singisetti
Director
/s/ Linda K. Zukauckas
Linda K. Zukauckas
Director
166
Schedule I—Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Balance Sheets
(in millions, except per share data)
December 31,
2023
December 31,
2022
Assets
Current assets:
Other current assets ................................................ $ — $ —
Total current assets .................................................... — —
Investment in TransUnion Intermediate Holdings, Inc. ........................ 4,524.6 4,587.0
Other assets .......................................................... 6.0 6.0
Total assets .......................................................... $4,530.6 $4,593.0
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable ............................................. $ — $ 0.1
Due to TransUnion Intermediate Holdings, Inc. .......................... 516.9 419.6
Other current liabilities ............................................. 1.9 1.2
Total current liabilities .................................................. 518.8 420.9
Other liabilities ........................................................ 3.6 2.2
Total liabilities ....................................................... 522.4 423.1
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31,
2023 and December 31, 2022; 200.0 million and 198.7 million shares issued
as of December 31, 2023 and December 31, 2022 respectively; and
193.8 million and 192.7 million shares outstanding as of December 31, 2023
and December 31, 2022, respectively ................................ 2.0 2.0
Additional paid-in capital ........................................... 2,412.9 2,290.3
Treasury stock at cost; 6.2 million and 6.0 million shares at December 31, 2023
and December 31, 2022, respectively ................................ (302.9) (284.5)
Retained earnings .................................................. 2,157.1 2,446.6
Accumulated other comprehensive loss ................................ (260.9) (284.5)
Total stockholders’ equity .............................................. 4,008.2 4,169.9
Total liabilities and stockholders’ equity .................................. $4,530.6 $4,593.0
See accompanying notes to condensed financial statements.
167
Schedule I—Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Statements of Operations
(in millions)
Twelve Months Ended
December 31,
2023 2022 2021
Revenue .......................................................... $ — $ — $ —
Operating expenses
Selling, general and administrative ................................. 4.4 3.5 3.5
Total operating expenses ............................................ 4.4 3.5 3.5
Operating loss .................................................... (4.4) (3.5) (3.5)
Non-operating income and expense
Equity income from TransUnion Intermediate Holdings, Inc. ............ (202.9) 269.1 1,391.8
Total non-operating income and expense .............................. (202.9) 269.1 1,391.8
(Loss) income from continuing operations before income taxes ............ (207.3) 265.6 1,388.3
Benefit for income taxes ............................................ 1.1 0.7 2.0
Net (loss) income attributable to TransUnion Holding ................... $(206.2) $266.3 $1,390.3
See accompanying notes to condensed financial statements.
168
Schedule I—Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Statements of Comprehensive Income (Loss)
(in millions)
Twelve Months Ended December 31,
2023 2022 2021
Net (loss) income attributable to TransUnion Holding .................. $(206.2) $ 266.3 $1,390.3
Other comprehensive (loss) income:
Foreign currency translation of TransUnion Intermediate Holdings, Inc.:
Foreign currency translation adjustment ........................ 82.2 (193.4) (64.1)
(Expense) benefit for income taxes ............................ (2.0) (0.7) 0.3
Foreign currency translation, net .................................. 80.2 (194.1) (63.8)
Hedge instruments of TransUnion Intermediate Holdings, Inc.:
Net change on interest rate swap .............................. (75.5) 260.1 67.3
Benefit (provision) for income taxes ........................... 18.9 (64.9) (16.8)
Hedge instruments, net .......................................... (56.6) 195.2 50.5
Available-for-sale securities of TransUnion Intermediate Holdings, Inc.:
Net unrealized loss ......................................... — (0.3) —
Benefit for income taxes .................................... — 0.1 —
Available-for-sale securities, net .................................. — (0.2) —
Total other comprehensive income (loss), net of tax ..................... 23.6 0.9 (13.3)
Comprehensive (loss) income attributable to TransUnion ............... $(182.6) $ 267.2 $1,377.0
See accompanying notes to condensed financial statements.
169
Schedule I—Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Statements of Cash Flows
(in millions)
Twelve Months Ended December 31,
2023 2022 2021
Cash provided by operating activities ................................ $77.1 $ 91.6 $ 84.7
Cash used in investing activities .................................... — — —
Cash flows from financing activities:
Proceeds from issuance of common stock and exercise of stock options . . . 23.1 18.7 21.9
Dividends to shareholders ....................................... (81.8) (77.8) (69.8)
Treasury stock purchased ....................................... (18.4) (32.5) (36.8)
Cash used in financing activities .................................... (77.1) (91.6) (84.7)
Net change in cash and cash equivalents ............................... — — —
Cash and cash equivalents, beginning of period .......................... — — —
Cash and cash equivalents, end of period ............................. $ — $ — $ —
See accompanying notes to condensed financial statements.
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Schedule I—Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Notes to Financial Statements
Note 1. Basis of Presentation
In the TransUnion parent company only financial statements, the Company’s investment in subsidiaries is stated
at cost plus equity in the undistributed earnings of subsidiaries since the date of acquisition. The Company’s
share of net income of its subsidiaries is included in consolidated income using the equity method. The parent
company only financial information should be read in conjunction with TransUnion’s consolidated financial
statements.
Revision of Previously Issued Financial Statements
The Company revised its previously issued consolidated financial statements to correct an immaterial error
related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended
December 31, 2021, that had previously been corrected out of period during the twelve months ended
December 31, 2022. Accordingly, the Company has revised its previously issued Statements of Operations and
Statements of Comprehensive Income (Loss) for the twelve months ended December 31, 2022 and 2021 to
correct for this error. The impact of the revisions is presented below.
Statements of Operations
Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021
As Reported Adjustment As Revised As Reported Adjustment As Revised
Equity income from TransUnion
Intermediate Holdings, Inc. ..... $272.3 $(3.2) $269.1 $1,388.6 $3.2 $1,391.8
Total non-operating income and
expense ..................... 272.3 (3.2) 269.1 1,388.6 3.2 1,391.8
Income from continuing operations
before income taxes ........... 268.8 (3.2) 265.6 1,385.1 3.2 1,388.3
Net income .................... 269.5 (3.2) 266.3 1,387.1 3.2 1,390.3
Statements of Comprehensive Income (Loss)
Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021
As Reported Adjustment As Revised As Reported Adjustment As Revised
Net income .................... $269.5 $(3.2) $266.3 $1,387.1 $3.2 $1,390.3
Comprehensive income attributable
to TransUnion ............... 270.4 (3.2) 267.2 1,373.8 3.2 1,377.0
Note 2. Income Tax
TransUnion entered into an intercompany tax allocation agreement with TransUnion Intermediate Holdings, Inc.
in 2013, effective for all taxable periods from May 1, 2012, forward, in which they are members of the same
consolidated federal or state tax groups. The agreement allocates the consolidated tax liability from those filings
among the various members of the group.
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Note 3. Dividends to Stockholders
The dividend rate was $0.105 per share in each quarter of 2023 and the third and fourth quarters of 2022, $0.095
per share in each quarter from the second quarter of 2021 to the second quarter of 2022, and $0.075 per share in
the first quarter of 2021. During 2023, 2022 and 2021, we paid dividends of $81.8 million, $77.8 million and
$69.8 million, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to
employees as dividend equivalents when the restricted stock units vest.
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Schedule II—Valuation and Qualifying Accounts
TRANSUNION
(in millions)
Balance at
Beginning
of Year
Charged to
Costs and
Expenses
Charged to
Other
Accounts Deductions
Balance at
End of
Year
Allowance for deferred tax assets:
Year ended December 31,
2023 ................................... $98.9 $ 9.4 $ 2.7 $ (6.3) $104.7
2022 ................................... $70.8 $21.8 $ 9.7 $ (3.4) $ 98.9
2021 ................................... $65.7 $ 3.8 $14.4 $(13.1) $ 70.8
As a result of displaying amounts in millions, rounding differences may exist in the table above.
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