TransUnion: Form 10-Q for the period ended Sep 30, 2024

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, TransUnion’s audited consolidated financial statements, the accompanying notes, “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the unaudited consolidated financial statements and the related notes presented in Part I, Item 1, of this Quarterly Report on Form 10-Q.

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 II, 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., collectively.

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, Emerging Verticals and Consumer Interactive. Emerging Verticals consists of Insurance, Tech, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, 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.

Segments

As discussed in Part 1, Item 1, “Unaudited Consolidated Financial Statements - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” during the first quarter of 2024, we reorganized our operations to merge our Consumer Interactive operating segment with our U.S. Markets operating segment in the first quarter of 2024. In addition, we changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment. We now report two operating segments, U.S. Markets and International, which are consistent with our reportable segments, and reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker (“CODM”) assesses the Company’s performance. The reporting of certain revenue from the acquisition of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), which was previously reported within our Financial Services vertical, is now reported in Emerging Verticals in the U.S. Markets operating segment. While this change does not impact our operating segments, it does impact our disaggregated revenue disclosures. See Part I, Item 1 “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 16, “Reportable Segments” for additional information about our operating segments.

U.S. Markets

The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft.

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 services similar to those offered by our Consumer Interactive vertical within our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.

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 the first nine months of 2024, the U.S. economy and labor market remained resilient, with solid GDP growth, rising but still low unemployment, rising wages and subsiding inflation. The U.S. Federal Reserve maintained higher interest rates into September, which had the effect of slowing aggregate demand, resulting in slower jobs growth and a mild increase in unemployment levels. Higher interest rates have also slowed demand for consumer loans and auto loans, and have been more pronounced in the housing sector, where higher borrowing rates impact both home affordability, driving down purchase activity, and demand for mortgage loan refinancing. The slowdown in economic activity and job growth along with lower inflation prompted the U.S. Federal Reserve to begin lowering interest rates at the end of the third quarter of 2024, which could spur increased demand for rate-sensitive lending products, in particular mortgage loans, as well as renewed consumer confidence. The U.K. is beginning to show improvement driven by falling inflation and a resurgence in other economic indicators. Foreign central banks, including in Canada and Europe, have also begun to lower rates which we expect will increase demand for these rate-sensitive lending products. 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 a negative impact on our business and results of operations, including decreased demand for our services resulting from the U.S. Federal Reserve and other central banks previously raising rates. The U.S. Federal Reserve and several international central banks have begun lowering interest rates in response to significant reductions in inflation levels, and have indicated that further interest rate reductions in the future are likely. However, rates that remain elevated relative to historic levels may result in depressed consumer spending on non-essential goods and services, and consequently lower demand for credit, which could have a material adverse impact on various aspects of our business in the future.

Developments that Impact Comparability Between Periods

The following developments impact the comparability of our balance sheets, results of operations and cash flows between periods:

On November 12, 2023, our Board of Directors (“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 completion of the transformation plan at 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 million of non-cash, facility exit costs. In addition, we now expect capital expenditures to be 8% of revenues in 2024, below our prior expectation of 9%, driven by more efficient spend throughout the year in addition to higher revenues, and remain at 8% in 2025 due to investment in our technology infrastructure in connection with this transformation plan. Upon completion of this plan, 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 eliminate certain roles, transition certain job responsibilities to our Global Capability Centers, which we expect will improve productivity, reduce costs, 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 approximately $65.0 million to be incurred in 2024, as discussed above.

For the three months ended September 30, 2024, we incurred total expenses associated with the transformation plan of $47.3 million, comprised of $40.5 million for a loss on an early termination of a leased facility, as well as $6.8 million of other business optimization expenses. For the nine months ended September 30, 2024, we incurred total expenses associated with the transformation plan of $86.4 million, comprised of restructuring expenses of $24.7 million for employee separation, and $42.1 million of facility exit charges, including a loss on an early termination of a leased facility, as well as $19.6 million of other business optimization expenses. Employee separation costs and facility exit charges are included in restructuring expenses in our Consolidated Statements of Operations. Since the inception of the operating model optimization program, we have incurred cumulative expenses of $164.0 million, of which $77.6 million was incurred in the three months ended December 31, 2023.

We have accrued liabilities for payment of employee separation costs of $23.0 million and $64.9 million as of September 30, 2024 and December 31, 2023, respectively. During the nine months ended September 30, 2024, we made cumulative payments of $66.5 million for employee separation costs and $30.0 million for an early termination penalty for a leased facility. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 8, “Restructuring.”

During the three and nine months ended September 30, 2024, we prepaid $25.0 million and $105.0 million, respectively, of our Senior Secured Term Loan B-5, funded from cash-on-hand. During the three and nine months ended September 30, 2023, we prepaid $75.0 million and $225.0 million, respectively, of our Senior Secured Term Loan B-6, funded from cash-on-hand. These transactions affect the comparability of interest expense between 2024 and 2023, as further discussed in “Results of Operations – Non-Operating Income and (Expense) – Interest Expense” below.

On June 24, 2024, we executed Amendment No. 23 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-8 with an aggregate principal amount of $1.5 billion, the proceeds of which were used to repay a portion of Senior Secured Term Loan B-5. In connection with this refinancing, we incurred related financing fees and expenses.

On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses.

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.

Key Components of Our Results of Operations

Revenue

We report revenue for our two reportable segments, U.S. Markets and International. Within the U.S. Markets segment, we report and disaggregate revenue by vertical, which consists of our Financial Services, Emerging and Consumer Interactive verticals. Within the International segment, we disaggregate revenue by regions, which consists of Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.

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, telecommunications expenses and occupancy costs associated with 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.

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.

Results of Operations —Three and Nine Months Ended September 30, 2024 and 2023

(Tabular amounts in millions, except per share amounts)

For the three and nine months ended September 30, 2024 and 2023, our results of operations were as follows:

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As a result of displaying amounts in millions, rounding differences may exist in the table above.

1. We revised the Consolidated Statements of Operations for the three and nine months ended September 30, 2023, to correct the classification of certain expenses between cost of services and selling, general and administrative. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies” and Note 19, “Revision of Previously Issued Financial Statements.”

Revenue

For the three months ended September 30, 2024, revenue increased $116.3 million, or 12.0%, compared with the same period in 2023, due to growth in both segments, partially offset by a decrease of 0.2% from the impact of foreign currencies, as further discussed in the Segment Results of Operations section below.

For the nine months ended September 30, 2024, revenue increased $270.1 million, or 9.4%, compared with the same period in 2023, due to growth in both segments, with no impact due to foreign currencies, as further discussed in the Segment Results of Operations section below.

Operating Expenses

Cost of Services

For the three months ended September 30, 2024, cost of services increased $79.9 million compared with the same period in 2023. The increase was due primarily to:

• an increase of approximately $62.0 million in product costs resulting from an increase in variable postage related to a breach job in our U.S. Markets segment, an increase in certain product cost pricing primarily in our U.S. Markets segment and an increase in volumes in both segments; and
• a net increase of approximately $18.0 million in labor costs, primarily due to an increase in annual incentive and stock-based compensation, partially offset by a decrease in headcount as we realize benefits from our operating model transformation plan.

For the nine months ended September 30, 2024, cost of services increased $124.9 million compared with the same period in 2023. The increase was due primarily to:

• an increase of approximately $118.0 million in product costs resulting from an increase in variable postage related to a breach job in our U.S. Markets segment, an increase in certain product cost pricing primarily in our U.S. Markets segment and an increase in volume in both segments; and
• an increase of approximately $8.0 million from our operating model optimization program,

partially offset by:

• a decrease of approximately $9.0 million in integration costs of our business acquisitions, an initiative that was completed last year.

Selling, General and Administrative

For the three months ended September 30, 2024, selling, general and administrative expenses increased $14.9 million compared with the same period in 2023. The increase was primarily due to:

• an increase of approximately $9.0 million in technology costs, including our accelerated technology investment; and
• an increase of approximately $5.0 million from our operating model optimization program.

For the nine months ended September 30, 2024, selling, general and administrative expenses increased $54.4 million compared with the same period in 2023. The increase was primarily due to:

• a net increase of approximately $25.0 million in labor costs, including annual incentive compensation, stock-based incentive compensation and employee benefits;
• an increase of approximately $19.0 million in certain legal and regulatory expenses, primarily in our U.S. Markets segment;
• an increase of approximately $12.0 million from our operating model optimization program; and
• an increase of approximately $10.0 million in technology costs, including our accelerated technology investment,

partially offset by:

• a decrease of approximately $6.0 million in integration costs of our business acquisitions, an initiative that was completed last year.

Depreciation and Amortization

For the three and nine months ended September 30, 2024, depreciation and amortization increased $2.3 million and $9.4 million, respectively, compared with the same periods in 2023 primarily due to the increase in capital expenditures related to our accelerated technology investment initiative.

Restructuring

Restructuring expenses relate to our operating model optimization program. For the three and nine months ended September 30, 2024, these expenses include $40.5 million and $42.1 million, respectively, related to facility exit costs, including a loss on early termination of a facility lease. There were no employee separation expenses for the three months ended September 30, 2024 and $24.7 million of employee separation expenses for the nine months ended September 30, 2024.

See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 8, “Restructuring,” for additional information.

Non-Operating Income and Expense

Interest expense

For the three and nine months ended September 30, 2024, interest expense decreased $6.1 million and $14.0 million compared with the same periods in 2023. This decrease was due to a decrease in outstanding principal balance due to the prepayments made in 2023 and 2024 and the debt refinancing transactions over the last 12 months, partially offset by an increase in the average periodic variable interest rate on the unhedged portion of our debt.

Interest income

The change in interest income for the current period compared to the prior period was primarily due to an increase in our average investment balances and an increase in interest rates.

Other income and (expense), net

Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.

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As a result of displaying amounts in millions, rounding differences may exist in the table above.

Acquisition fees

Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions.

Debt-related expenses

For the three and nine months ended September 30, 2024, debt-related expenses included $0.1 million and $9.2 million, respectively, of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancings, and $0.5 million and $1.6 million, respectively, of amortized deferred financing fees. For the three and nine months ended September 30, 2023, debt-related expenses included $1.0 million and $3.1 million, respectively, of unamortized original issue discount, deferred financing fees and other related fees expensed as a result of debt prepayments, and $0.3 million and $1.5 million, respectively, of amortized deferred financing expenses.

Other income and (expense), net

For the three months ended September 30, 2024, other income (expense), net consists of a $3.0 million loss related to post-acquisition adjustments from previous acquisitions, partially offset by a $1.7 million net currency remeasurement gains and $0.1 million net other income from other miscellaneous non-operating income and expenses. For the nine months ended September 30, 2024, other income (expense), net consists of $8.7 million net loss related to post-acquisition adjustments from previous acquisitions and a $0.8 million net loss from fair value and impairment adjustments, partially offset by $0.4 million of net currency remeasurement gains and $0.8 million of net other income from other miscellaneous non-operating income and expense items.

For the three months ended September 30, 2023, other income (expense) consists of a $10.7 million net gain from fair value and impairment adjustments and $1.8 million net other income from other miscellaneous non-operating income and expense items, partially offset by $0.8 million of net currency remeasurement losses. For the nine months ended September 30, 2023, other income (expense) consists of $6.5 million of net currency remeasurement losses, a $5.1 million loss related to post-acquisition adjustments from previous acquisitions and an $0.8 million net loss from fair value and impairment adjustments, partially offset by $6.1 million net other income from other miscellaneous non-operating income and expense items.

Provision for Income Taxes

For the three months ended September 30, 2024, we reported an effective tax rate of 25.7%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, jurisdictional mix of income, and uncertain tax positions, partially offset by benefits from the research and development credit.

For the nine months ended September 30, 2024, we reported an effective tax rate of 22.9%, which was higher than the 21.0% U.S. federal corporate statutory rate due to foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions, partially offset by benefits from the research and development credit and the remeasurement of deferred taxes due to changes in state apportionment rates.

We have evaluated the impact of the Organization for Economic Cooperation and Development (“OECD”) efforts to implement a global minimum 15% effective tax rate on certain multinational enterprises, commonly known as Pillar Two, and there is not expected to be a significant impact to our 2024 tax rate. As other countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals and other OECD initiatives, we will continue to evaluate the impact of these proposed and enacted legislative changes to determine the impact on our tax rate for 2024 and beyond.

For the three and nine months ended September 30, 2023, we reported an effective tax rate of (7.6)% and (43.1)% respectively, which was lower than the 21.0% U.S. federal corporate statutory rate primarily due to the impact of non-deductible goodwill impairment.

Segment Results of Operations—Three and Nine Months Ended September 30, 2024 and 2023

Management, including our CODM, evaluates the financial performance of our businesses based on revenue, segment Adjusted EBITDA. As discussed above, we have reorganized our operations and now have two operating segments, U.S. Markets and International. Prior period amounts have been recast to conform to our current operating structure. For the three and nine months ended September 30, 2024 and 2023, our segment revenue, segment Adjusted EBITDA and segment Adjusted EBITDA Margin were as follows:

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 the three and nine months ended September 30, 2024, U.S. Markets revenue increased $94.0 million, or 12.5%, and $189.0 million, or 8.4%, respectively, compared with the same periods in 2023, with increases in all verticals in both periods.

Financial Services: For the three and nine months ended September 30, 2024, revenue increased $53.6 million, or 17.1%, and $128.1 million, or 13.5%, respectively, compared with the same periods in 2023. A majority of the growth in Financial Services comes from our Mortgage line of business, primarily due to increases in price and batch activity. Our other lines of business also grew in both periods, primarily due to an increase in batch activity, partially offset by a decrease in volume, and price increases in our Auto line of business.

Emerging Verticals: For the three and nine months ended September 30, 2024, revenue increased $9.9 million, or 3.3%, and $35.2 million, or 4.0%, respectively, compared with the same periods in 2023. For the three-month period, the increase was due primarily to an increase in the Insurance vertical from new business wins and an increase in volumes, partially offset by a decrease in the Media vertical. For the nine-month period, the increase was due primarily to increases in the Insurance and Services & Collections verticals from new products, new business wins and an increase in volumes.

Consumer Interactive: For the three and nine months ended September 30, 2024, revenue increased $30.6 million, or 21.4%, and $25.7 million, or 6.0%, respectively, compared with the same periods in 2023. For both periods, an increase in breach revenue was partially offset by a decrease in our Direct channel from slowing demand for paid credit products.

Adjusted EBITDA

For the three and nine months ended September 30, 2024, Adjusted EBITDA increased $26.3 million and $70.0 million, respectively, compared with the same periods in 2023, primarily due to an increase in revenue and a decrease in labor costs from our operating model optimization program, partially offset by higher variable product cost from breach jobs and an increase in annual incentive compensation, and an increase in litigation expenses in the nine-month period. For the three and nine months ended September 30, 2024, Adjusted EBITDA margins decreased 1.2% and 0.1%, respectively, compared with the same periods in 2023, primarily due to higher variable product costs on breach revenue and an increase in annual incentive compensation, partially offset by revenue growth and realization of cost savings from the transformation plan.

International Segment

Revenue

For the three and nine months ended September 30, 2024, International revenue increased $24.5 million, or 11.3%, and $84.5 million, or 13.4%, respectively, compared with the same periods in 2023 primarily due to higher local currency revenue in all regions, driven by increased volumes from improving economic conditions and new product initiatives, partially offset by a decrease of 0.8% and 0.1%, respectively, from the impact of foreign currencies.

Canada: For the three and nine months ended September 30, 2024, Canada revenue increased $2.5 million, or 6.8%, and $12.0 million, or 11.5%, respectively, compared with the same periods in 2023, primarily due to higher local currency revenue from broad-based volume increases, new business wins, and increased batch and breach services in both periods, partially offset by a decrease of 1.9% and 1.2%, respectively, from the impact of foreign currencies.

Latin America: For the three and nine months ended September 30, 2024, Latin America revenue increased $2.3 million, or 7.2%, and $10.7 million, or 11.8%, respectively, compared with the same periods in 2023, primarily due to higher local currency revenue from broad-based growth across several of our markets in both periods, partially offset by the impact of a one-time contract in 2023 for the nine-month period, and a decrease of 5.5% for the three-month period and an increase of 1.0% for the nine-month period from the impact of foreign currencies.

United Kingdom: For the three and nine months ended September 30, 2024, United Kingdom revenue increased $3.3 million, or 6.0%, and $7.9 million, or 4.9%, respectively, compared with the same periods in 2023, primarily due to volume and batch increases in both periods, and an increase of 2.3% and 2.4%, respectively, from the impact of foreign currency, partially offset by the impact of a drop in volume for a one-time contract in the prior year for both periods.

Africa: For the three and nine months ended September 30, 2024, Africa revenue increased $1.9 million, or 12.3%, and $3.7 million, or 8.3%, respectively, compared with the same periods in 2023, primarily due to meaningful new business wins and contract renewals as well as volume growth in emerging countries and emerging verticals in both periods. The impact of foreign currencies result in a revenue increase of 2.8% for the three month period and a decrease of 2.2% for the nine month period.

India: For the three and nine months ended September 30, 2024, India revenue increased $12.0 million, or 21.5%, and $41.0 million, or 25.4%, respectively, compared with the same periods in 2023, primarily due to higher local currency revenue from strong, broad-based growth across all aspects of the business, including online, batch, consumer and commercial volumes in both periods, partially offset by a decrease of 1.7% and 1.6%, respectively, from the impact of foreign currencies.

Asia Pacific: For the three and nine months ended September 30, 2024, Asia Pacific revenue increased $2.6 million, or 11.1%, and $9.2 million, or 13.6%, respectively compared with the same periods in 2023, primarily due to strong growth in the Philippines across key banking clients, along with growth in Hong Kong from our FinTech and other clients in both periods, partially offset by a decrease of 0.4% and 0.6%, respectively, from the impact of foreign currencies.

Adjusted EBITDA

For the three and nine months ended September 30, 2024, Adjusted EBITDA increased $13.5 million and $47.1 million, respectively, compared with the same periods in 2023. The increase was primarily due to increased revenue in certain regions, as discussed above, in both periods. For the three and nine months ended September 30, 2024, Adjusted EBITDA margins increased 1.1% and 1.5%, respectively, primarily due to higher margin revenue in our larger regions primarily due to revenue growth in both periods.

Non-GAAP measures—Three and Nine Months Ended September 30, 2024 and 2023

In addition to the financial measures in conformity with generally accepted accounting principles (“GAAP”) 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, as defined below.

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 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 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 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 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.
• 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 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 restructuring and selling, general and administrative 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.

Adjusted Net Income

Management has excluded the following items from net income attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:

• Discontinued operations, net of tax (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.

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 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. Since the Leverage Ratio is calculated on a trailing twelve-month basis, prior period goodwill impairment is excluded as this expense may not directly correlate to the underlying performance of our business operations during that period and may vary significantly between periods. 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 three and nine months ended September 30, 2024 and 2023, these non-GAAP measures were as follows:

Adjusted EBITDA and Adjusted EBITDA Margin

nm: not meaningful

As a result of displaying amounts in millions, rounding differences may exist in the table above.

1. During the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.

2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:

3. 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:

4. Operating model optimization consisted of the following adjustments:

5. Net other consisted of the following adjustments:

6. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.

Consolidated Adjusted EBITDA

For the three and nine months ended September 30, 2024, Consolidated Adjusted EBITDA increased $37.6 million and $110.8 million, respectively, compared with the same periods in 2023, primarily due to an increase in revenue and the realization of cost savings from the transformation plan, partially offset by higher product costs and lower incentive compensation last year. For the three months ended September 30, 2024, Consolidated Adjusted EBITDA margin decreased 0.5%, primarily due to higher variable product costs in U.S. Markets and lower incentive compensation last year, partially offset by an increase in revenue. For the nine months ended September 30, 2024, Consolidated Adjusted EBITDA margin increased 0.5%, primarily due to an increase in revenue and realization of cost savings from the transformation plan, partially offset by higher variable product costs in U.S. Markets and lower incentive compensation last year.

Adjusted Net Income and Adjusted Diluted Earnings Per Share

45

Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.

1. Consists of amortization of intangible assets from our 2012 change-in-control transaction and amortization of intangible assets established in business acquisitions after our 2012 change-in-control transaction.

2. During the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.

3. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:

4. 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:

5. Operating model optimization consisted of the following adjustments:

6. Net other consisted of the following adjustments:

7. Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.

Adjusted Net Income

For the three and nine months ended September 30, 2024, Adjusted Net Income increased primarily due to an increase in operating income and a decrease in net interest expense, partially offset by an increase in the Adjusted Provision for Income Taxes.

Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate

As a result of displaying amounts in millions, rounding differences may exist in the table above.

1. Other adjustments for income taxes include:

Adjusted Provision for Income Taxes

We reported an adjusted tax rate of 24.6% and 23.6% for the three and nine months ended September 30, 2024, respectively, which is higher than the 21.0% U.S. federal corporate statutory rate, primarily due to increases for state taxes and foreign withholding taxes, partially offset by benefits from the research and development credit.

We reported an adjusted tax rate of 22.2% and 22.1% for the three and nine months ended September 30, 2023, respectively, which is higher than the 21.0% U.S. federal corporate statutory rate, primarily due to increases for state taxes and foreign withholding taxes, partially offset by benefits from the foreign rate differential and the research and development credit.

Leverage Ratio

As a result of displaying amounts in millions, rounding differences may exist in the table above.

1. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:

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:

3. Operating model optimization consisted of the following adjustments:

4. Net other consisted of the following adjustments:

Application of Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with GAAP. The notes to our unaudited consolidated financial statements include disclosures about our significant accounting policies. These accounting policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. See Part II, Item 7, “Application of Critical Accounting Estimates” and Part II, Item 8, Note 1, “Significant Accounting and Reporting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024, for additional information about our critical accounting estimates.

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 at least the next twelve months. 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 $643.2 million and $476.2 million at September 30, 2024 and December 31, 2023, respectively, of which $464.1 million and $356.4 million was held outside the United States in each respective period. As of September 30, 2024, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit and could have borrowed up to the remaining $598.8 million available.

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.

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.

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 the agreement. There were no excess cash flows for 2023 and therefore no additional payment will be required in 2024. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt” for additional information about our debt.

In the first three quarters of 2024, we paid dividends of $0.105 per share totaling $61.7 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.

On February 13, 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 on February 8, 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

Operating Activities

The increase in cash provided by operating activities was primarily due to improved operating performance, partially offset by employee separation payments and a penalty paid for the early termination of a facility lease, both of which were in connection with our operating model optimization program.

Investing Activities

The decrease in cash used in investing activities was primarily due to prior year investments in nonconsolidated affiliates and lower capital expenditures.

Financing Activities

The decrease in cash used in financing activities was primarily due to a decrease in debt prepayments.

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.

Cash paid for capital expenditures decreased $14.5 million, from $213.2 million for the nine months ended September 30, 2023, to $198.7 million for the nine months ended September 30, 2024. Capital expenditures as a percent of revenue represented 6% and 7% for the nine months ended September 30, 2024 and 2023, respectively.

Debt

Hedges

In September 2024, 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 commence on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $400.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.0650% and 3.1495% 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 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 $1,285.0 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 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 $1,556.0 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 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 swaps commenced on June 30, 2022, and expire on June 30, 2025, with a current aggregate notional amount of $1,065.0 million that amortizes each quarter after it commences. The swaps require 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 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 September 30, 2024, 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 I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt.”

Contractual Obligations

Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 13, “Debt” and Note 22, “Commitments” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2023.

Recent Accounting Pronouncements

See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies” for information about recent accounting pronouncements and the impact on our consolidated financial statements.

Cautionary Notice Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, 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 weakness in our internal control over financial reporting and maintain effective internal control over financial reporting and 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 in our Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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.

There have been no other material changes from the quantitative and qualitative disclosures about market risk included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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. Interest rates on these borrowings are based, at our election, on Term SOFR plus a credit spread adjustment, 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. We currently have several interest rate hedge instruments that effectively fix our variable interest rate exposure on approximately 74.5% of our outstanding debt. 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. A 10% change in the average 1 month Term SOFR rates utilized in the calculation of our actual interest expense during the quarter would have increased our annual interest expense by approximately $7.2 million.

See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “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 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.

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 September 30, 2024, 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 weakness in internal control over financial reporting discussed below.

Material Weakness in Internal Control Over Financial Reporting

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. As previously disclosed in our Annual Report on Form 10-K for December 31, 2023, we have identified the following material weakness, which remains unremediated as of September 30, 2024:

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, and the revision of the annual financial statements previously issued for 2022 and 2021 and the unaudited interim financial statements previously issued for the 2023 and 2022 interim periods.

Additionally, this material weakness 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’s Remediation Efforts on Classification of Certain Costs between Cost of Services and Selling, General and Administrative Material Weakness

To date, we have implemented certain remediation activities to address the material weakness. We have (1) enhanced our policy for classification of expenses, (2) implemented additional communications and training, (3) improved the process of validating costs to ensure appropriate classification of expenses, and (4) designed additional controls to monitor the recording of costs across cost of services and selling, general and administrative. Management is in the process of testing and validating these remediation activities to ensure the related controls are effective and can operate on a sustained basis.

We believe we have made substantial progress toward achieving effective internal control over financial reporting and disclosure controls and procedures. The activities that we are undertaking are subject to ongoing senior management review, as well as Audit Committee oversight. We will not be able to conclude whether the steps we are taking will remediate the material weakness until we have completed our remediation efforts and performed a subsequent evaluation of their effectiveness.

Changes in Internal Controls over Financial Reporting

During the quarter covered by this report, there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

None.

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequently filed Quarterly Reports on Form 10-Q, as well as the factors identified under “Cautionary Statement Regarding Forward-Looking Statements” at the end of Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. The risks described in these reports are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, and operating results.