•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. ~~In connection with receiving data from and providing services to healthcare providers, we may handle data subject to HIPAA and HITECH requirements.~~ We obtain protected health information ~~from healthcare providers and payers of healthcare claims~~under a “business associate” agreement that ~~are~~is subject to the privacy, security and transactional requirements imposed by ~~HIPAA. We are frequently required to secure HIPAA-compliant “business associate” agreements with the providers~~HIPAA and ~~payers who supply data to us.~~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.~~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.

•California Consumer Privacy Act (“CCPA”), California Privacy Rights Act (“CPRA”), Colorado Privacy Act (“CPA”), Connecticut Data Privacy Act (“CTDPA”), Utah Consumer Privacy Act (“UCPA”), and Virginia Consumer Data Protection Act (“VCDPA”): Five states have enacted comprehensive privacy legislation 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. The original California privacy law was effective in 2020, with amendments in the CPRA, as well as the Virginia law, effective January 1, 2023. The Colorado and Connecticut laws will be effective July 1, 2023, and the Utah law will be effective December 31, 2023.

•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 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 ~~the foreign countries~~other jurisdictions where we conduct business. These laws and regulations include, but are not limited to, the following:

~~South Africa: National Credit Act of 2005 (the “NCA”) -~~•Canada: 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.

~~Canada:~~ Personal Information Protection and Electronic Documents Act of 2000 (“PIPEDA”) ~~- The PIPEDA~~ and substantially similar provincial laws govern how private sector organizations collect, use and disclose personal information in the course of commercial activities. The PIPEDA gives individuals the right to access and request correction of their personal information collected by such organizations. The PIPEDA requires compliance with the Canadian Standard Association Model Code for the Protection of Personal Information. Most Canadian provinces also have laws dealing with consumer reporting. These laws typically impose an obligation on credit reporting agencies to have reasonable processes in place to maintain the accuracy of the information, place limits on the disclosure of the information and give consumers the right to have access to, and challenge the accuracy of, the information.

Quebec’s new privacy bill makes 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, starting in September 2023.

~~India:~~ Credit Information Companies Regulation Act of 2005 (“CICRA”) - The CICRA requires entities that collect and maintain personal credit information to ensure that it is complete, accurate and protected. Entities must adopt certain privacy principles in relation to collecting, processing, preserving, sharing and using credit information. In addition, India has privacy legislation that would allow individuals to sue for damages in the case of a data breach, if the entity negligently failed to implement “reasonable security practices and procedures” to protect personal data.

~~Hong Kong:~~ Personal Data (Privacy) Ordinance (“PDPO”) and The Code of Practice on Consumer Credit Data (“COPCCD”) - The PDPO and the COPCCD 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. In April 2011, the COPCCD was amended to permit credit providers to share limited positive mortgage payment data. In June 2012, the PDPO was amended to increase penalties and create criminal liabilities for repeat contravention of PDPO under which enforcement notices have been served.

~~Colombia:~~•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. ~~Regulatory~~

•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 ~~primarily rests~~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 ~~Superintendence~~Conduct Authority (the “FCA”). The FCA has regulated credit reference agencies since 2014 with the objectives of ~~Colombia~~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 ~~Colombia~~rules and principles issued by the FCA.

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. In addition, India has pending privacy legislation that proposes to cover personal data and provides for penalties to be paid to the government, compensation to individuals, as well as criminal liability in certain cases.

•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 ~~Authority (Superintendence~~Law (“LGPD”), went into effect on September 18, 2020. LGPD regulates the processing of ~~Industry~~personal information and ~~Commerce).~~

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.

~~Additional~~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 are important to our business and to our key stakeholders. In 2021, we conducted our first global ESG materiality 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 financial inclusion, employee wellness, diversity, equity, and inclusion (“DEI”), and climate change.

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 commitments. 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; however, our approach to measuring, assessing and categorizing our GHG emissions may shift in the future. Currently, our plan for achieving these reduction targets is to utilize renewable energy purchases, an environmentally-friendly cloud migration, and our real estate consolidation strategy. For emissions that TransUnion is unable to reasonably avoid, we expect to mitigate our impact through annual offset purchases. In the fourth quarter of 2022, we completed our first offset and renewable energy credit purchase for our emissions impact for the year.

In 2022, TransUnion began a study of potential climate risks with the assistance of an external consultant. We reviewed industry peer disclosures and best practices. In 2023, we will continue our climate risk study developing a climate risk framework and validating our climate risks with our stakeholders.

Human Capital Management

We employed approximately 12,200 employees at December 31, 2022. 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 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 is currently represented by a labor union or has 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 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:

•Hire: We seek to expand the diversity of our talent pool through a dedicated diversity recruiter, targeted sourcing methods and job postings.

•Develop: We cultivate diverse talent internally through development plans and customized programming for underrepresented groups.

•Promote: We continue to expand our rigorous pay and promotion practices designed to remove bias, including ongoing pay equity analysis and compensation review, and development opportunities designed to ensure fair and equitable treatment of all employees.

We believe that a critical component of continuing to deliver innovative products to consumers and customers is maintaining diverse and inclusive teams. Detailed below is our progress in advancing diversity in our leadership and associate population in alignment with Sustainability Accounting Standards Board reporting standards. Select workforce diversity statistics for 2022, 2021, and 2020 are as follows:


	For the Year Ended December 31,
	2022 5	2021 5	2020
Percent of TransUnion’s Worldwide Workforce Based in the United States	41%	46%	51%
Worldwide Gender
Women Senior Leaders 1	29%	28%	30%
Women Overall 2	40%	39%	40%
U.S. Race/Ethnicity 3
Black Senior Leaders 1	4%	4%	3%
Black Overall 2	8%	9%	9%
Hispanic Senior Leaders 1	4%	5%	6%
Hispanic Overall 2	8%	7%	8%
Asian Senior Leaders 1	13%	12%	10%
Asian Overall 2	23%	21%	20%
Other Senior Leaders 1,4	2%	1%	2%
Other Overall 2,4	2%	2%	2%

1.Senior Leaders include all employees at a Vice President level or above.

2.Overall includes all employees, inclusive of the Senior Leader grouping.

3.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.

4.Other race/ethnicity includes American Indian or Alaska Native, Native Hawaiian or Other Pacific Islanders, and those employees who disclosed two or more categories.

5.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 care benefits that provide access to onsite or community centers, enhanced back-up care choices that include personal caregivers, child care referral assistance and child care provider discounts, help with homework and a variety of parenting educational resources. 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 2022 Sustainability Report and 2022 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 ~~“Investors,~~“About Us - 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~~board of ~~Directors.~~directors. 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 public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. 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.

ITEM 1A. RISK FACTORS

You should carefully consider the following risks as well as the other information included in this report, including “Selected Financial Data,” “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 Consumer Financial Protection Bureau (“CFPB”) has supervisory and examination authority over our business and has in the past, and may in the future, 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 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 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 results of operations have been materially and adversely impacted and could be materially and adversely impacted in the future by the COVID-19 global pandemic or the outbreak of other highly infectious diseases.

•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.

•The ongoing military action between Russia and Ukraine could adversely affect our business, financial condition and operating results.

•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.

As of December 31, 2017, the book value of our debt was approximately $2.5 billion 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.

•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 governing our debt limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness, and the 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 up to the greater of $675.0 million and 100% of consolidated EBITDA on the same terms under the existing senior secured credit facility, 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 2017 and 2016 were $32.5 million and $49.3 million, respectively. Our total interest expense for 2017 and 2016 was $87.6 million and $85.5 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.

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 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.

•The expected LIBOR phase-out may have unpredictable impacts on contractual mechanics in the credit markets or the broader financial markets, which could have an adverse effect on our results of operations.

•Our stock price has recently been volatile and has declined, and may continue to be volatile and/or decline, regardless of our operating performance.

•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.

•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 ~~cannot make~~fail to implement and maintain proper and effective internal controls over financial reporting, our ~~scheduled debt payments, we will~~ability to produce accurate financial statements on a timely basis could be impaired, which could cause investors to lose confidence in ~~default~~our reported financial information and ~~all outstanding principal and interest~~have a negative effect on our ~~debt~~stock price.

•The continuing impact of “Brexit” may ~~be declared due and payable, the lenders under Trans Union LLC’s senior secured credit facility~~have a negative effect on our business.

•If we experience changes in tax laws or adverse outcomes resulting from examination of our tax returns, it could ~~terminate their commitments~~adversely affect our results of operations.

Risks Related 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.Our Business

Our revenues are concentrated in the U.S. financial services and consumer credit ~~and financial services~~ 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, ~~depend on favorable~~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 revenues are concentrated among certain customers, industries,

product offerings and in distinct geographic regions, ~~particularly~~primarily in the United States. Our ~~product offerings are also concentrated by varying degrees across different~~2022 revenue in our U.S. Markets Financial Services vertical and in our Consumer Interactive segment accounted for approximately 33% and 16% of consolidated gross revenues, respectively. If businesses in these industries ~~particularly the financial services and insurance industries in the United States where~~experience economic hardship, we ~~derived approximately 70.9% of our USIS segment revenues in 2017.~~cannot assure you that we will be able to generate future revenue growth. Our customer base suffers when financial markets experience volatility, ~~illiquidity~~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 ~~economy~~macroeconomic environment have resulted, and may continue to result, in fluctuations in volumes, pricing and operating margins for our services. ~~If businesses in these industries experience economic hardship, we cannot assure you that we will be able to generate future revenue growth.~~ 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. Over the last several months, high inflation levels have had a significant 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 ~~market~~markets for our services isare 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 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. ~~For example, prior to 2008, Equifax and Experian were our top competitors for direct-to-consumer credit services, such as credit reports and identity theft protection services.~~ In the past ~~few~~several years, there has been an influx of other companies offering similar services ~~some~~to ours, free of ~~whom leverage the free services mandated by law to be provided by nationwide credit reporting agencies.~~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 ~~us,~~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 ~~plan to~~ 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 ~~USIS~~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.

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.

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, ~~including distributed denial of service (“DDoS”) attacks~~ 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 own~~As a global consumer credit reporting agency and ~~host~~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. ~~This data is often accessed through secure transmissions over public and private networks, including~~We operate in an environment of significant risk of cybersecurity incidents resulting from unintentional events or deliberate attacks by third parties or insiders, which may involve exploiting highly obscure security vulnerabilities or sophisticated attack methods. These cyberattacks can take many forms, but they typically have one or more of the ~~internet. Despite our physical security, implementation of technical controls and contractual precautions to identify, detect and prevent the~~following objectives, among others:

•obtain unauthorized access to confidential consumer information;

•manipulate or destroy data; or

•disrupt, sabotage or degrade service on our systems.

We experience numerous attempts to access our computer systems, software, networks, data and ~~alteration~~other technology assets on a daily basis. To date, none of these attempts has resulted in a material data incident or otherwise had any material impact on our business, operations or financial results. However, even immaterial incidents may require us to devote significant attention to these issues. For example, in March 2022, a criminal third party obtained access to a TransUnion South Africa server and ~~disclosure~~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 ~~data,~~services offline, all of which have been resumed. We continue to work with law enforcement and regulators related to this matter.

The security and protection of non-public consumer information is TransUnion’s top priority. We devote significant resources to maintain and regularly upgrade the wide array of physical, technical, and contractual safeguards we employ to provide security around the collection, storage, use, access and delivery of information we have in our possession. We cannot assure you that our systems, ~~that access our~~databases and services ~~and databases~~ will not be compromised or disrupted in the future, whether as a result of ~~criminal conduct, DDoS attacks or other advanced persistent~~deliberate attacks by malicious actors, ~~including hackers, nation states and criminals,~~ 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. We ~~must continually~~work to monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. ~~Several recent, highly~~

Further, it is possible that we may acquire a company that has experienced a security incident that the acquired company has yet to discover, investigate and remediate. It is possible that neither the acquired company nor TransUnion may identify the issue in a timely manner and the event could spread more broadly to other parts of TransUnion during the integration effort.

Highly publicized cybersecurity incidents, including the data ~~incidents~~incident announced by Equifax on September 7, 2017, and ~~DDoS attacks, including at Equifax,~~more recently, the December 13, 2020 announcement by SolarWinds that its software supply chain was compromised, have heightened consumer, legislative and regulatory awareness of ~~this issue and may~~cybersecurity risks. These events continue to embolden individuals or groups to target our ~~systems.~~ systems more aggressively.

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 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.

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 and potential liability, result in a material loss of business ~~and~~and/or significantly harm our reputation.

AsWe may not be able to immediately address the consequences of a ~~nationwide consumer credit reporting company in the United States~~cybersecurity incident because a successful breach of our computer systems, software, networks or other technology assets could occur and ~~a global provider~~persist for an extended period of risk and information solutions, we collect, store and transmit files on over one billion consumers. These files may contain non-public personal information, public health information and other information, and we have implemented technical and physical security policies, procedures and systems we believe are reasonably designed to protect this information from unauthorized access. However,time before being detected due to, among other things:

•the ~~sensitive nature~~breadth and complexity of our operations and the ~~information~~high volume of transactions that we ~~collect, store~~process;

•the large number of customers, counterparties and ~~transmit, it is not unusual for efforts~~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 ~~occur (coordinated or otherwise) by unauthorized persons~~both the provider and to ~~attempt to~~TransUnion; and

•the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to ~~our systems~~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 ~~data,~~how best to remediate it, and certain errors or ~~to inhibit our ability to deliver products~~actions could be repeated or ~~services to~~compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a ~~consumer or a business customer.~~cybersecurity incident.

Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies 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. In the United States, we are subject to federal and state laws that provide for ~~over 40~~more than 50 disparate notification ~~regimes, all of which we are subject to. Complying with such numerous and complex regulations in~~regimes. In the event of unauthorized access, ~~would be expensive and difficult, and~~our failure to comply with the complexities of these various regulations could subject us to regulatory scrutiny and additional liability.

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, during the first week of 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 (the “Fraud Incident”) 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, 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 ~~in our attempt~~ to ensure compliance with these laws.

Currently, public concern is high with regard to the operation of credit 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 ~~behavioral~~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. ~~The data incident announced by Equifax on September 7, 2017, has resulted in significantly increased legislative~~As a result, five U.S. states have passed comprehensive privacy legislation intended to provide consumers with greater transparency and ~~regulatory activity at the federal and state levels as lawmakers and regulators continue to propose a wide range of further restrictions on the collection, dissemination or commercial use of~~control over their personal information by providing consumers with certain rights, such as the right to know what personal information ~~security standards, data security incident disclosure standards~~is being collected about them, and ~~requirements~~the right to ~~provide certain~~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 are effective over the course of 2023. 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 ~~services to consumers free of charge. This and additional legislative or regulatory efforts in the United States, or action~~business that are not regulated by Executive Order of the President of the United States, could further regulate credit reporting agencies and the collection, use, communication, access, accuracy, obsolescence, sharing, correction and security of this personal information. Similar initiatives are underway in various other countries in which we do business. In addition, any perception that our practices or products are an invasion of privacy, whether or not consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability.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.~~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. 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.”

The Consumer Financial Protection Bureau (“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 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.

The CFPB ~~which was established under the Dodd-Frank Act and commenced operations in July 2011,~~ 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.

In 2012, credit reporting companies like us became subject to a federal supervision program for the first time under the CFPB’s authority to supervise and examine certain non-depository institutions that are “larger participants” of the consumer credit reporting market. 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.

There continues to be uncertainty as to how the CFPB’s strategies and priorities, including in both its examination and enforcement processes, will impact our business and our results of operations going forward. 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. ~~In December 2016,~~

For example, in January 2017, as part of an agreed settlement with the CFPB, we agreed among other things, to implement certain ~~agreed~~ practice changes in the way we advertise, market and sell products and services offered directly to consumers.

~~Although~~ In June 2021, we ~~have committed resources~~received a Notice and Opportunity to ~~enhancing~~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 ~~compliance programs, actions~~executive officers. The NORA letter alleged that we failed to comply with and timely implement a Consent Order issued by the CFPB in January 2017 (the “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 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 Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the Consent Order and the law. We are currently in active litigation with the CFPB on this matter. As of December 31, 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.

See “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements,” Note 22, “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 alleges 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. We are currently engaged in active settlement discussions with the CFPB and the FTC regarding this matter. If our ongoing discussions do not result in a negotiated resolution, we expect that the CFPB and the FTC will pursue litigation against Trans Union LLC and TURSS seeking redress, civil monetary penalties and injunctive relief. We cannot provide assurance that the CFPB and the FTC will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome of any such action. As of December 31, 2022, we have recorded an accrued liability for an immaterial amount in connection with this matter. 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.

In August 2022, the TransUnion Entities 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 following an investigation relating to potential violations of law related to the placement and lifting of security freezes resulting from certain system issues. Should the CFPB commence an action against us, it may seek restitution, disgorgement, civil monetary penalties, injunctive relief or other ~~regulators~~corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome, which could have a material adverse effect on our results of operations and financial condition.

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 ~~reputational harm.~~ 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.

~~We are subject to banking regulations~~ For example, the CFPB recently issued guidance that ~~may limit our business activities.~~

~~The Goldman Sachs Group, Inc. (“Goldman”), affiliates of which own approximately 10.8% of~~indicates increased focus on consumer reporting agencies’ compliance with the ~~voting~~accuracy and ~~economic interest in our business, is regulated as a bank holding company that has elected to be treated as a financial holding company~~dispute obligations under the ~~Bank Holding Company Act of 1956, as amended (the “BHC Act”). The BHC Act imposes regulations~~FCRA with respect to rental information. Although we have committed resources to enhancing our risk and ~~requirements on Goldman and on any company that is deemed to be “controlled”~~compliance programs, actions by ~~Goldman for purposes of~~ the BHC Act and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) promulgated thereunder. Due to the size of its voting and economic interest in us, Goldman is deemed to control us for purposes of the BHC Act. We will remain subject to this regulatory regime until Goldman is no longer deemed to control us for purposes of the BHC Act, which we do not have the ability to control and which will not occur until Goldman has further reduced its voting and economic interest in us.

~~As a deemed controlled company under the BHC Act, we are restricted from engaging in activities that are not permissible for financial holding companies to engage in under the BHC Act,~~CFPB or the regulations promulgated thereunder. Permitted activities for a financial holding company or any of its controlled companies generally include activities that the Federal Reserve has previously determined to be financial in nature, closely related to banking, incidental to a financial activity, or complementary to a financial

activity if the activity does not pose a safety and soundness risk, such as those that we provide. Restrictions placed on Goldman as a result of supervisory or enforcement actions under the BHC Act or otherwise may restrictother regulators against us or our ~~activities~~current or former executives could result in ~~certain circumstances, even if these actions are unrelated to our conduct~~ increased operating costs, reputational harm, payment of damages and civil monetary penalties, injunctive relief and/or ~~business. The Federal Reserve~~restitution, any of which could exercise its power to restrict us from engaging in any activity that, in the Federal Reserve’s opinion, is unauthorized for us or constitutes an unsafe or unsound business practice. To the extent that the Federal Reserve’s regulations impose limitationshave a material adverse effect on our business, ~~we may be at a competitive disadvantage to those~~results of ~~our competitors that are not subject to such regulations. Additionally, any failure of Goldman to maintain its status as a~~operations and financial ~~holding company could result in further limitations on our activities and our growth.~~

As a deemed controlled company under the BHC Act, we are subject to examination by the Federal Reserve and required to provide information and reports for use by the Federal Reserve under the BHC Act. The Federal Reserve may also impose substantial fines and other penalties for violations of applicable banking laws, regulations and orders. In addition, we are considered a “banking entity” and subject to the restrictions of Section 13 of the BHC Act, otherwise known as the “Volcker Rule.” As such, we are restricted (subject to certain exemptions and exclusions) from engaging in proprietary trading and from acquiring or retaining any ownership interest in, or sponsoring, a covered fund (which includes most private equity funds and hedge funds), subject to satisfying certain conditions, and, in certain circumstances, from engaging in credit related and other transactions with such funds.

We have agreed to certain covenants in the Amended and Restated Major Stockholders’ Agreement, dated June 23, 2015 (as amended, the “Amended and Restated Major Stockholders’ Agreement”), by and among TransUnion, Advent-TransUnion Acquisition Limited Partnership (the “Advent Investor”), and GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., Spartan Shield Holdings, GS Capital Partners Offshore Fund, L.P., GS Capital Partners VI GmbH & Co. KG, MBD 2011 Holding, L.P., Opportunity Partners Offshore-B Co-Invest AIV, L.P. (the “GS Investors” and, together with the Advent Investor, the “Sponsors”), for the benefit of Goldman that are intended to facilitate its compliance with the BHC Act, but that may impose certain obligations on us. In particular, Goldman has rights to conduct audits on us, and access certain information of ours, and has certain rights to review the policies and procedures that we implement to comply with the laws and regulations that relate to our activities. In addition, we are obligated to provide Goldman with notice of certain events and business activities and cooperate with Goldman to mitigate potential adverse consequences resulting therefrom, as well as seek consent from them prior to expanding the nature of our activities.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.~~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 ~~(e.g., the CFPB and the United States Federal Trade Commission (“FTC”))~~ or state ~~(e.g., state attorneys general)~~ 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-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 ~~“Legal Proceedings”~~“FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements,” Note 22, “Contingencies” for ~~further~~ information regarding ~~other material pending litigation or investigations.~~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.

For example, in 2017, the revenues from our International segment were positively impacted by 3.5% as a result of the strengthening South African rand, Indian rupee, Brazilian real and Canadian dollar, and in 2016, thereported revenue from our International segment ~~were negatively impacted by 6.3%, primarily as~~increased 7.7% including the impact of foreign currencies, or 15.0% on a ~~result~~constant currency basis which excludes the impact of ~~the weakening Canadian dollar, South African rand, Indian rupee and Brazilian real.~~foreign currencies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Twelve Months Ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015-Revenue-International~~2020-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 depend, in part, on strategic alliances, joint ventures~~The ongoing military action between Russia 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 whichUkraine could adversely affect our business, financial condition and operating results.

On February 24, 2022, Russian military forces invaded Ukraine, and sustained conflict and disruption in the region is likely. Although the length, impact and outcome of the ongoing war in Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or ~~results~~purchaser preferences as well as increase in cyberattacks and espionage.

Russia’s recognition of ~~operations. Relationships~~two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have led to an unprecedented expansion of sanction programs imposed by the United States, the European Union, the U.K., Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, including, among others:

•blocking sanctions against some of the largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system) and certain Russian businesses, some of which have significant financial and trade ties to the European Union;

•blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians and those with ~~our alliance agreement partners~~government connections or involved in Russian military activities; and

•blocking of Russia’s foreign currency reserves as well as expansion of sectoral sanctions and export and trade restrictions, limitations on investments and access to capital markets and bans on various Russian imports.

The situation is rapidly evolving as a result of the conflict in Ukraine, and the United States, the European Union, the U.K. and other countries may ~~include risks due to incomplete information regarding the marketplace and commercial strategies of our partners, and our alliance agreements~~implement additional sanctions, export controls or other ~~licensing agreements may be~~measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the ~~subject of contractual disputes. If we~~respective territories. Such sanctions and other measures, as well as the existing and potential further responses from Russia or ~~our alliance agreements’ partners are not successful in maintaining or commercializing the alliance agreements’ services,~~other countries to such ~~commercial failure~~sanctions, tensions and military actions, 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~~the global economy and financial ~~institutions~~markets and other partners. We cannot provide assurance that 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~~adversely affect 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~~Risks Related 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.

~~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 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.~~

~~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.~~

~~When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we will face risks that may adversely affect our business.~~

We may 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. Any acquisitions or investments will include risks commonly encountered in acquisitions of businesses, 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;~~

~~distracting management focus from our existing businesses;~~

~~acquiring unanticipated liabilities;~~

~~failing to retain key personnel;~~

~~incurring the expense of an impairment of assets due to the failure to realize expected benefits;~~

~~damaging relationships with employees, customers or strategic partners;~~

~~diluting the share value of existing stockholders; and~~

~~incurring additional debt or reducing available cash to service our existing debt.~~

~~Any divestitures will be accompanied by the risks commonly encountered in the sale of businesses, which may include:~~

~~disrupting our ongoing businesses;~~

~~reducing our revenues;~~

~~losing key personnel;~~

~~distracting management focus from our existing businesses;~~

~~indemnification claims for breaches of representations and warranties in sale agreements;~~

~~damaging relationships with employees and customers as a result of transferring a business to new owners; and~~

~~failure to close a transaction due to conditions such as financing or regulatory approvals not being satisfied.~~

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. Acquisitions of businesses having a significant presence outside the United States will increase our exposure to the risks of conducting operations in international markets.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.

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

Ifinvestments than we originally anticipated. Acquisitions, such as the acquisitions of Neustar and Sontiq, 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;

•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 ~~service providers and key vendors are not able~~the United States will increase our exposure to ~~or do not fulfill their service obligations, our~~the risks of conducting operations ~~could be disrupted and our operating results could be harmed.~~in international markets.

We depend, in part, on ~~a number of service providers~~strategic alliances, joint ventures and ~~key vendors such as telecommunication companies, software engineers, data processors, software and hardware vendors and providers of credit score algorithms, who are critical~~acquisitions to grow 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. Althoughbusiness. If 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,~~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 ~~if they are unwilling~~license agreements with respect to ~~make their~~certain of our datasets and services ~~available~~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, ~~at reasonable prices. If our service providers and vendors do not perform their service obligations, it~~either of which could adversely affect our ~~reputation,~~ business, financial condition ~~and~~or results of operations.

~~There~~ 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 ~~further consolidation~~the subject of contractual disputes. If we or our alliance agreements’ partners are not successful in ~~our end-customer markets, which may~~maintaining or commercializing the alliance agreements’ services, such commercial failure could adversely affect our ~~revenues.~~business.

~~There has been,~~In addition, a significant strategy for our international expansion is to establish operations through strategic alliances or joint ventures with local financial institutions and ~~we expect there~~other partners. We cannot provide assurance that these arrangements will be successful or that our relationships with our partners will continue to be ~~merger, acquisition and consolidation activity in our customer markets.~~mutually beneficial. If ~~our customers merge with,~~these relationships cannot be established 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.

~~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. 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.

~~If we experience changes in tax laws or adverse outcomes resulting from examination of our tax returns,~~maintained, 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 higher corporate taxes than would be incurred under existing tax law or interpretation and could adverselynegatively impact profitability. State and local tax authorities have strengthened their efforts to increase revenues through changes in tax law, including laws regarding nexus and apportionment for sales and income taxes.

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 the tax laws, including a reform of the U.S. tax laws by the new administration, or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition and results of operations. Moreover, our ownership in and control of our foreign investments may be limited by local law.

OnWe 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 ~~22, 2017,~~31, 2022, the book value of our debt was approximately $5,670.1 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 ~~law commonly known~~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.

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 ~~Tax Cuts~~senior secured net leverage ratio does not exceed 4.25 to 1.0, subject to certain additional conditions and ~~Jobs Act (the “Act”)~~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 2022 and 2021 were $114.5 million and $54.8 million, respectively. Our total interest expense for 2022 and 2021 was ~~enacted~~$230.9 million and $112.6 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.

The expected LIBOR phase-out may have unpredictable impacts on contractual mechanics in the credit markets or the broader financial markets, which could have an adverse effect on our results of operations.

The United ~~States. Among other things,~~Kingdom Financial Conduct Authority, which regulates LIBOR, intends to cease encouraging or requiring banks to submit rates for the ~~Act reduces~~calculation of most LIBOR tenors after June 2023 and is discouraging the use of LIBOR as a benchmark in new contracts. It is unclear whether LIBOR will cease to exist after June 2023 and there is currently no global consensus on what rate or rates will become acceptable alternatives. In the United States, the U.S. ~~corporate income tax~~Federal Reserve Board-led industry group, the Alternative Reference Rates Committee, selected the Secured Overnight Financing Rate (“SOFR”) as an alternative to LIBOR for U.S. dollar-denominated LIBOR-benchmarked obligations. SOFR is a broad measure of the cost of borrowing cash in the overnight United States treasury repo market, and the Federal Reserve Bank of New York has published the daily rate since 2018. Nevertheless, because SOFR is a backward-looking fully secured overnight rate and LIBOR is a forward-looking unsecured rate, SOFR is likely to ~~21 percent~~be lower than LIBOR on most dates, and ~~implements~~any spread adjustment applied by market participants to alleviate any mismatch during a ~~new system~~transition period will be subject to methodology that remains undefined. Additionally, master agreements or other contracts drafted before consensus is reached on a variety of ~~taxation for non-U.S. earnings, including by imposing~~details related to a ~~one-time tax~~transition may not reflect provisions necessary to address it once LIBOR is fully phased out. Essentially all of our outstanding debt is variable-rate debt, and is based on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries. For the year ended December 31, 2017, our tax provision included adjustments for certain items for which the accounting is incomplete but for whichLIBOR, though we have ~~made a reasonable estimate. Our 2017 tax provision did not include adjustments for certain items for which~~entered into interest rate swap agreements to limit our exposure to changes in LIBOR. The discontinuation of LIBOR and the ~~accounting is incomplete and for which we were unable~~transition from LIBOR to make a reasonable estimate. We will refine and complete these adjustments in 2018 as further guidance is provided by the Financial Accounting Standards Board (“FASB”) and our analysis is completed. In the absence of guidanceSOFR or other benchmark rates could have an unpredictable impact on ~~various uncertainties and ambiguities~~contractual mechanics in the ~~application~~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 ~~certain provisions~~operations.

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 ~~Act,~~forward-looking guidance we ~~will use what we believe are reasonable interpretations~~have provided. The financial markets have at various times experienced significant price and ~~assumptions~~volume fluctuations that have impacted the stock prices of many companies in ~~applying~~ the ~~Act, but it is possible that the IRS or the FASB could issue subsequent guidance or take positions that differ from~~broader markets and in our ~~prior interpretations~~industry in particular. These broad market and ~~assumptions, which~~industry-specific fluctuations, as well as deteriorating macroeconomic conditions, could have a material adverse effect on our ~~cash tax liabilities,~~ results of operations, financial condition and ~~financial condition.~~stock price. We reconcile the fair value of our reporting units to our market capitalization during our annual goodwill impairment test. A further decrease in our market capitalization could be an indicator that one or more of our reporting units has a goodwill impairment.

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;

~~We are~~•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;

•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 ~~losses~~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 ~~for which we do~~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 ~~insure.~~

~~For certain risks, we do not maintain insurance coverage because~~limited to, storms, flooding, drought, wildfire, and extreme temperatures) may disrupt our operations or those of ~~cost and/~~our suppliers, require us to incur additional operating or ~~availability. Because we retain some portion of insurable risks, and in some cases retain our risk of loss completely, unforeseen~~capital expenditures or ~~catastrophic losses in excess of insured limits could materially~~otherwise adversely ~~affect~~impact our business, financial condition, ~~and~~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 not have the desired effect.While we have established ESG practices, including climate-related targets and goals, these targets and goals are based on certain assumptions, estimates and third-party data, and we may not meet such targets or goals on our established timeline or at all.This includes our goals regarding GHG emissions reduction, which we may not meet on our established timeline or at all.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.Expectations regarding our ESG initiatives and reporting are evolving quickly and are often subject to factors outside of our control.Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. 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 to meet our commitments or targets 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 of directors 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.

On February 13, 2018, we announced that our board of directors 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 of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

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, 2022, our consolidated balance sheet included goodwill of $5,551.4 million and other net intangibles of $3,675.5 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. Through December 31, 2022, we have not recorded a goodwill impairment charge for any of our reporting units. 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 in our United Kingdom reporting unit or other reporting units. See Part II, Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Goodwill” for a further information.

Our results of operations have been materially and adversely impacted and could be materially and adversely impacted in the future by the COVID-19 global pandemic or the outbreak of other highly infectious diseases.

The global spread and unprecedented impact of COVID-19 created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic may materially and adversely impact our business, operations, and consolidated financial statements in the future remains uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration, scope, severity, and any resurgences of the pandemic; the emergence of new variants; the development, availability, distribution and effectiveness of vaccines; the public’s perception of the safety of the vaccines and their willingness to take the vaccines; the continued impact on worldwide macroeconomic conditions, including interest rates, employment rate, consumer confidence, and foreign exchange rates in each of the markets in which we operate; governmental, business, and individuals’ actions that have been, and continue to be, taken in response to the pandemic (which could include limitations on or changes to our operations or mandates to provide services); the effect on our customers; changes in customer and consumer demand for our services; the effect on consumer confidence and spending; our ability to sell and provide our services, including the impact of travel restrictions and people working from home; the ability of our customers to pay for our services; the health of, and the effect on, our workforce; and the potential effects on our internal controls, including those over financial reporting, as a result of changes in working environments for our employees and business partners.

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.

~~Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts~~We are subject to losses from risks for ~~us that you might consider favorable.~~

Certain provisions of our amended and restated certificate of incorporation and 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:~~

~~a classified Board of Directors with staggered three year terms;~~

~~the ability of our Board of Directors 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;~~

~~certain limitations on convening special stockholder meetings;~~


•	~~the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66~~²⁄₃~~% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class; and~~


•	~~that certain provisions may be amended only by the affirmative vote of at least 66~~²⁄₃~~% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.~~

These anti-takeover provisions 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.~~

~~On February 13, 2018, we announced that our board of directors has approved a dividend policy pursuant to~~ which we ~~intend to pay quarterly cash dividends on~~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 ~~common stock. We expect to commence paying dividends pursuant to this policy~~risk of loss completely, unforeseen or catastrophic losses in ~~the second quarter~~excess of ~~2018. The terms of~~insured limits could materially adversely affect our ~~senior secured credit facility impose certain limitations on our ability to pay dividends. We may, however, declare~~business, financial condition 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 of directors and will depend upon results of ~~operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.~~operations.

If we fail to implement and maintain proper and effective internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired, which ~~would adversely affect~~could cause investors to lose confidence in our ~~business~~reported financial information and have a negative effect on our stock price.

Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be reevaluated frequently. 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. ~~general~~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. Because of the inherent limitations in all

control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. ~~As a result, any~~Any failure to maintain or implement new or improved controls over financial reporting could result in additional material weaknesses or result in the failure to detect or prevent material misstatements in our financial statements, which could cause investors to lose confidence in our reported financial information and harm our stock price.

The continuing impact of “Brexit” may have a negative effect on our business.

Following a national referendum and enactment of legislation, the U.K. formally withdrew from the European Union, commonly referred to as “Brexit,” and ratified a trade and cooperation agreement governing its future relationship with the European Union. Among other things, the agreement, which became effective in mid-2021, addresses trade, economic arrangements, law enforcement, judicial cooperation and governance. Because the agreement merely sets forth a framework in many respects that requires complex additional bilateral negotiations between the U.K. and the European Union, significant uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.

Brexit has also led to legal uncertainty and divergent national laws and regulations as the U.K. continues to determine which European Union laws to replace or replicate, which could increase the difficulty and cost of compliance. For example, certain of our U.K. operations previously able to avail themselves of passporting rights under certain European Union directives to provide services and perform activities in member states of the European Union may now have to comply with different European Union requirements. Similarly, new restrictions on movement have required us to adjust how and where we conduct some of our operations and hire and retain key staff in Europe.

We cannot yet predict the full implications of Brexit, including whether it will increase our cost of doing business or otherwise have a negative effect on our financial condition or results of operations, which could reduce the price of our securities. Our United Kingdom region represented approximately 5.4% of our consolidated revenue for the year ended December 31, 2022.

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 ~~internal control over financial reporting,~~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 ~~any consequent inability to produce accurate financial statements on a timely basis,~~challenges from tax authorities under existing tax laws could ~~increase our operating costs and could materially impair our ability to operate~~adversely affect our business, ~~which in turn, could cause the market value~~financial condition and results of ~~our stock to decline.~~operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Properties

Our corporate headquarters and main data center are located in Chicago, Illinois, in an office building that we own. ~~We also own a data center building in Hamilton, Ontario, Canada.~~ As of December 31, ~~2017,~~2022, we lease space in over 70110 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.

ITEM 3. LEGAL PROCEEDINGS

~~General~~

In addition to the matters described below, 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 privacy, libel, slander or 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. See “Legal and Regulatory Matters.”

In view of the inherent unpredictability of litigation 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 litigation and regulatory matters or the eventual loss, fines, penalties or business impact, if any, that may result. We establish reserves for litigation and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. The actual costs of resolving litigation 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.

~~On a regular basis, we accrue reserves for litigation and regulatory matters based on our historical experience and our ability to reasonably estimate and ascertain the probability of any liability.~~ See Part II, ~~Item~~ITEM 8 ~~“Financial Statements and Supplementary Data~~“FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements,” Note ~~18, “Contingencies,”~~22, “Contingencies” for ~~additional~~ information ~~about these reserves. However, for certain of the matters described below, we are not able to reasonably estimate~~regarding 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. However, for these matters we do not believe based on currently available information that the outcomes will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period.proceedings.

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 the course of litigation 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 that would not have some level of coverage by insurance after the relevant deductible, if any, is met.

~~Bankruptcy Tradeline Litigation~~

~~In a matter captioned~~ ~~White, et al, v. Experian Information Solutions, Inc.~~ (No. 05-cv-01070-DOC/MLG, filed in 2005 in the United States District Court for the Central District of California), plaintiffs sought class action status against Equifax, Experian and us in connection with the reporting of delinquent or charged-off consumer debt obligations on a consumer report after the consumer was discharged in a bankruptcy proceeding. The claims allege that each national consumer reporting company did not automatically update a consumer’s file after their discharge from bankruptcy and such non-action was a failure to employ reasonable procedures to assure maximum file accuracy, a requirement of the FCRA.

Without admitting any wrongdoing, we have agreed to a settlement of this matter. In August 2008, the Court approved an agreement whereby we and the other industry defendants voluntarily changed certain operational practices. These changes require us to update certain delinquent records when we learn, through the collection of public records, that the consumer has received an order of discharge in a bankruptcy proceeding. These business practice changes did not have a material adverse impact on our operations or those of our customers.

In 2009, we also agreed, with the other two defendants, to settle the monetary claims associated with this matter for $17.0 million each ($51.0 million in total), which amount will be distributed from a settlement fund to pay the class counsel’s attorney fees, all administration and notice costs of the fund to the purported class, and a variable damage amount to consumers within the class based on the level of harm the consumer is able to confirm. Our share of this settlement was fully covered by insurance. Final approval of this monetary settlement by the Court occurred in July 2011. Certain objecting plaintiffs appealed the Court’s final approval of the monetary settlement and, in April 2013, the United States Court of Appeals for the Ninth Circuit reversed the final approval order and remanded the matter to the District Court. The rationale provided by the Court of Appeals was not that the proposed settlement was unfair or defective, but that named class counsel and certain named plaintiffs did not adequately represent the interests of the class because of certain identified conflicts. Objecting counsel to the settlement has sought to become new class counsel and the District Court denied that request. The Court of Appeals affirmed the ruling on interlocutory appeal and in May 2016, denied plaintiffs’ petition for rehearing ~~en banc. The U.S. Supreme Court has denied~~ ~~certiorari~~ ~~on objecting counsel’s challenge.~~

The parties re-engaged in settlement discussions as directed by the District Court. Pursuant to those discussions the parties agreed to modify the initial agreed settlement and resubmit a new proposed settlement for consideration and approval. The revised settlement is substantially similar to the original agreed settlement described above with the following modifications: 1) each defendant agreed to contribute an equal additional sum so that $1.0 million in additional funds would be added to the original settlement proposal; and 2) each defendant agreed to provide one free credit report and VantageScore® to each class member in lieu of any monetary award to that class member. Such modifications were not material to TransUnion or its businesses. The District Court held a fairness hearing and approved the settlement on December 11, 2017.

~~OFAC Alert Service~~

~~As a result of a decision by the United States Third Circuit Court of Appeals in 2010 (Cortez v. Trans Union LLC~~), we modified one of our add-on services we offer to our business customers that was designed to alert our customer that the consumer, who was seeking to establish a business relationship with the customer, may potentially be on the Office of Foreign Assets Control, Specifically Designated National and Blocked Persons alert list (the “OFAC Alert”). The OFAC Alert service is meant to assist our customers with their compliance obligations in connection with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001.

In ~~Ramirez v. Trans Union LLC, (No. 3:12-cv-00632-JSC, United States District Court for the Northern District of California), filed in 2012, the plaintiff has alleged that: the OFAC Alert service does not comply with the~~ ~~Cortez~~ ~~ruling; we have willfully violated the Fair Credit Reporting Act (“FCRA”) and the corresponding California state-FCRA based on the~~ ~~Cortez~~ ruling by continuing to offer the OFAC Alert service; and there are one or more classes of individuals who should be entitled to statutory damages (i.e., $100 to $5,000 per person) based on the allegedly willful violations. In addition to the ~~Ramirez~~ ~~action, the same lawyers representing~~ ~~Ramirez~~ ~~(who also represented the plaintiff in~~ ~~Cortez) filed two additional alleged class actions in 2012 (Miller v. Trans Union, LLC, No. 12-1715-WJN, United States District Court for the Middle District of Pennsylvania; and~~ ~~Larson v. Trans Union, LLC, No. 12-5726-JSC, United States District Court for the Northern District of California) and one in 2014 (Amit Patel, et al. v. TransUnion LLC, TransUnion Rental Screening Solutions, Inc. and TransUnion Background Data Solutions~~, No. 14-cv-0522-LB, United States District Court for the Northern District of California) claiming that our process for disclosing OFAC information to consumers, or how we match OFAC information to a consumer’s name or other identifying information, violates the FCRA and, in some instances, the corresponding California state-FCRA. In addition to the OFAC allegations, the plaintiff in the ~~Patel~~ ~~action seeks to collapse all TransUnion FCRA regulated entities into a single entity. In July 2014, the Court in~~ ~~Ramirez~~ certified a class of approximately 8,000 individuals solely for purposes of statutory damages if TransUnion is ultimately found to have willfully violated the FCRA, and a sub-class of California residents solely for purposes of injunctive relief under the California Consumer Credit Reporting Agencies Act. While the Court noted that the plaintiff is not seeking any actual monetary damage, the class certification order was predicated on a disputed question of Ninth Circuit law (currently there is a conflict between the federal circuits) that is awaiting action by the United States Supreme Court. Our motions to stay the ~~Ramirez, Miller~~ ~~and~~ ~~Larson~~ ~~proceedings were granted and the proceedings stayed pending action by the U.S. Supreme Court in~~ ~~Spokeo v. Robins. In June 2015, the Court in~~ ~~Patel~~ certified a national class of approximately 11,000 individuals with respect to allegations that TransUnion willfully violated the FCRA by failing to maintain and follow reasonable procedures to ensure the maximum possible accuracy of their information, and a national subclass of approximately 3,000 individuals with respect to allegations that TransUnion willfully violated the FCRA by failing to provide consumers with all information in their files. In September 2015, our motion to stay the ~~Patel~~ ~~proceedings was granted and the proceedings stayed pending action by the U.S. Supreme Court in~~ ~~Spokeo v. Robins~~.

~~On May 16, 2016, the U.S. Supreme Court issued its decision in~~ ~~Spokeo v. Robins~~, holding that the injury-in-fact requirement for standing under Article III of the United States Constitution requires a plaintiff to allege an injury that is both “concrete and particularized.” The Court held that the Ninth Circuit’s analysis failed to consider concreteness in its analysis and vacated the decision and remanded to the Ninth Circuit to consider both aspects of the injury-in-fact requirement. Following the U.S. Supreme Court’s decision, the stays in the ~~Ramirez, Miller, Larson~~ ~~and~~ ~~Patel~~ ~~matters were lifted. In August 2016, the Court in~~ ~~Larson~~ certified a class of approximately 18,000 California residents with respect to allegations that TransUnion failed to provide consumers with all information in their files in violation of the Fair Credit Reporting Act. In October 2016, the Court in ~~Larson~~ ~~denied our petition for permission to appeal the class certification decision to the Ninth Circuit, and the Courts in~~ ~~Ramirez~~ ~~and~~ ~~Patel~~ ~~denied our motions to decertify the classes based on the implications of~~ ~~Spokeo. On January 17, 2017, the magistrate in~~ ~~Miller~~ recommended that the Court find that the plaintiff has standing to bring suit in federal court, and that the motion for class certification should be granted. We intend to continue to defend these matters vigorously as we believe we have acted in a lawful manner.

As a result of mediation on May 15, 2017 and without admitting any wrongdoing, we agreed, with the consent of our insurance carrier, to the terms of an $8.0 million settlement of all class, subclass and individual claims in the ~~Patel~~ matter, which was primarily accrued in the prior year. On October 26, 2017, the Court granted preliminary approval of the settlement. The settlement administrator has mailed notice of the settlement to the class members who have until February 21, 2018 to file a claim for damages or object to the settlement. The final approval hearing is scheduled for March 8, 2018. If the settlement is not ultimately approved by the Court, we intend to continue to defend this matter vigorously.

~~On June 21, 2017, the jury in~~ ~~Ramirez~~ returned a verdict in favor of a class of 8,185 individuals in the amount of approximately $8.1 million ($984.22 per class member) in statutory damages and approximately $52.0 million ($6,353.08 per class member) in punitive damages. Plaintiff’s counsel has not provided any estimate of attorneys’ fees and costs that they will seek in connection with this verdict as permitted by law. The timing and outcome of the ultimate resolution of this matter is uncertain.

We have posted a bond at nominal cost to stay the execution of the judgment pending resolution of post-judgment motions that were filed with the trial court and the subsequent appeal. In November 2017, the trial court denied our post-trial motions for judgment as a matter of law, a new trial and a reduction on the jury verdict, and we appealed the ~~Ramirez~~ ruling to the United States Court of Appeals for the Ninth Circuit. Despite the jury verdict, we continue to believe that we have not willfully violated any law and have meritorious grounds for seeking modification of the judgment at the trial court or on appeal. Given the complexity and uncertainties associated with the outcome of the current and any subsequent appeals, there is a wide range of potential results, from vacating the judgment in its entirety to upholding some or all aspects of the judgment. As of December 31, 2017, we have recorded a charge for this matter equal to our current estimate of probable losses for statutory damages, net of amounts we expect to receive from our insurance carriers, the impact of which is not material to our financial condition or results of operations. We have not, however, recorded an accrual with respect to the punitive damages awarded by the jury since it is not probable, based on current legal precedent, that an award for punitive damages in conjunction with statutory damages for the alleged conduct will survive the post-judgment actions. We currently estimate, however, that the reasonably possible loss in future periods for punitive damages falls within a range from zero to something less than the amount of the statutory damages awarded by the jury. This estimate is based on currently available information. As available information changes, our estimates may change as well. We believe we will have some level of insurance coverage for the damage award and the legal fees and expenses we have incurred and will incur for defending this matter should this matter be unfavorably resolved against us after exhaustion of our post-judgment options.

~~The~~ ~~Ramirez~~ ~~matter involved facts that are not related to the other OFAC Alert Service matters. As a result, we do not believe the jury verdict in~~ ~~Ramirez~~ ~~will have any bearing on~~ ~~Miller~~ or ~~Larson, which are still pending before different courts.~~

~~Public Records~~

In connection with the settlements agreed to by the industry with the various State Attorneys General in 2014, 2015 and 2016, TransUnion and the other nationwide consumer reporting agencies agreed to implement enhanced public record collection, matching and reporting standards that are to be phased in over a 3-year period. The industry reminded all users of consumer reports in 2017 that, as a result of these enhanced standards, a significant number of civil judgments and tax liens would be expunged from files and fewer civil judgments and tax liens would be reported in the future until federal, state or county offices created compliant programs.

As a result of the voluntary actions being taken by the industry, plaintiff lawyers are now seeking to advance claims that are solely focused on public record collection. In particular, these claims allege two common legal theories in common and allege some form of class action status. The theories are: (1) the nationwide consumer reporting agency failed to disclose to consumers the sources of public record information contained in their consumer reports by failing to identify as a source the vendor(s) engaged by that consumer reporting agency to collect public record information from government entities; and (2) the nationwide consumer reporting agency failed to timely update civil judgment and tax lien records based on its obligation to have reasonable procedures to assure maximum file accuracy.

~~Cases currently pending that name TransUnion, allege a legal violation of this nature and assert a class claim are:~~ ~~Olga Anderson, Kim Breeden and Brenda Walker v. Trans Union, LLC~~ ~~(No.3:16-cv-558-MHL, United States District Court for the Eastern District of Virginia, filed 2016); Carolyn Clark v. Trans Union, LLC~~ ~~(No. 3:15-cv-00391-MHL, United States District Court for the Eastern District of Virginia, filed 2015); Deidre Dennis v. Trans Union, LLC~~ ~~(No. 2:14-cv-02865-MSG, United States District Court for the Eastern District of Pennsylvania, filed 2014); Brigitte A. Jakob v. Trans Union LLC~~ ~~(No. 2:17-cv-01247, United States District Court for the Eastern District of Wisconsin, filed September 14, 2017);~~ ~~Treva Sudell Jones v. Trans Union LLC~~ ~~(No. 1:17-cv-01167, United States District Court for the Western District of Tennessee, filed August 31, 2017);~~ ~~Herbert Lustig v. Trans Union, LLC~~ ~~(No.2:17-cv-01175-GAM, Untied States District Court for the Eastern District of Pennsylvania, filed 2017);~~ ~~David Matthews and Brenda Matthews v. Trans Union, LLC~~ ~~(No. 2:17-cv-01825-JS, United States District Court for the Eastern District of Pennsylvania, filed 2017);~~ ~~Paul K. Nair v. Trans Union LLC~~ ~~(No. 1:17-cv-05496, United States District Court for the Southern District of New York, filed July 19, 2017);~~ ~~Wendy Newcomb v. Trans Union LLC~~ ~~(No. 1:17-cv-11797, United States District Court, District of Massachusetts, filed September 19, 2017);~~ ~~Rebecca Anne Peters v. Trans Union LLC~~ ~~(No. 2:17-cv-01273, United States District Court for the Northern District of Alabama, filed July 28, 2017); and~~ ~~Juan De La Rosa v. TransUnion LLC~~ ~~(No. 1:18-cv-00073, United States Court for the Southern District of New York, filed January 4, 2018). In the third quarter of 2017, we agreed to settle the~~ ~~Florence Morris v. Trans Union, LLC~~ ~~(No.3:17-cv-00511-BEN-AGS, United States District Court for the Southern District of California, filed 2017)~~;~~Jeffrey Andree v. Trans Union, LLC~~ ~~(No.1:16-cv-01404-JTN-ESC, United States District Court for the Western District of Michigan, filed 2016)~~; ~~and~~ ~~Candace Anderson et al v. Trans Union, LLC~~ ~~(No.2:16-cv-12873-DML-APP, United States District Court for the Eastern District of Michigan, filed 2016)matters on terms that have not had and will not have a material impact on our financial condition or results of operations.~~

~~TransUnion believes it has valid defenses to each of these actions and intends to vigorously defend against the claims.~~

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our executive officers, and their positions and ages as of February ~~12, 2018,~~14, 2023, are set forth below:



Name	Age	Position
~~James M. Peck~~Christopher A. Cartwright	5457	~~Director,~~ President & Chief Executive Officer and Director
~~Todd M. Cello~~Venkat Achanta	4250	Executive Vice President, Chief Data & Analytics Officer
Todd M. Cello	47	Executive Vice President, Chief Financial Officer
~~John W. Blenke~~Steven M. Chaouki	6250	President, U.S. Markets and Consumer Interactive
Abhinav (Abhi) Dhar	51	Executive Vice President, Chief Information & ~~Corporate General Counsel~~Technology Officer
~~Christopher A. Cartwright~~Karen E. Krause	5247	Executive Vice ~~President-U.S. Information Services~~President, Chief Strategy and Communications Officer
~~John T. Danaher~~Timothy J. Martin	5352	Executive Vice ~~President-Consumer Interactive~~President, Chief Global Solutions Officer
~~Gerald M. McCarthy, Jr.~~R. Dane Mauldin	4852	Executive Vice ~~President-Healthcare~~President, Chief Operations Officer
~~David M. Neenan~~Susan W. Muigai	5253	Executive Vice ~~President-International~~President, Chief Human Resources Officer
Heather J. Russell	51	Executive Vice President, Chief Legal Officer
Todd C. Skinner	53	President, International

~~James M. Peck~~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 ~~December 2012~~August 2013, previously serving as Executive Vice President, ~~and Chief Executive Officer. Mr. Peck has more than 20 years of information management, global product development and engineering experience. He has led TransUnion through a~~U.S. Information Services, where he helped drive TransUnion’s transformation into a ~~higher-growth, higher-margin~~global information and insights company as the head of the largest business ~~by setting~~unit, including providing consumer reports, risk scores, analytical services and ~~executing a strong strategy focused on enhancing~~decision technology to customers in the ~~Company’s data, technology~~U.S. across the financial services, insurance, tenant and ~~analytics capabilities~~employment screening and ~~achieving growth in key industry verticals and international markets.~~ public sector industries.

Prior to joining TransUnion, Mr. ~~Peck~~Cartwright was ~~with Reed Elsevier,~~the Chief Executive Officer of Decision Insight Information Group, a ~~FTSE 100~~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 ~~served as~~held a variety of executive positions of increasing responsibility, culminating in CEO of the ~~LexisNexis Risk Solutions business from 2004-2012.~~Corporate and Financial Services Division and Shared Services, North America. Prior to ~~2004, Mr. Peck~~Wolters Kluwer, he was ~~the~~ Senior Vice President, Strategic Planning & Operations for Christie’s Inc. and ~~Chief Product Officer~~Strategy Consultant for ~~the LexisNexis group. Previously,~~ Coopers and Lybrand.

Mr. ~~Peck was the Senior Vice President~~Cartwright earned his bachelor's degree in business administration and a master's in public accountancy from The University of ~~Product Development with Celera Genomics, a bio-technology firm that sequenced the human genome. Prior to that, he spent a decade~~Texas at ~~LexisNexis in engineering and executive roles to manage and build information solutions.~~Austin. He ~~also~~ serves on the ~~boards~~Board of ~~CCC Information Services, Inc.~~Directors of P33 Chicago and the Board of Trustees of the Museum of Science and ~~Industry, Chicago.~~Industry.

Venkat Achanta has served as Executive Vice President, Chief Data & Analytics Officer for TransUnion since February 2022. Mr. Achanta was appointed to this position following completion of TransUnion’s acquisition of Neustar, Inc. in December 2021. He previously served as Executive Vice President and Chief Data & Technology Officer of Neustar, where he led data science, data strategy and technology teams across Neustar. 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 data and 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.

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, ~~and~~ 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 USU.S. Information Services CFO from October 2005 to

December 2008, overseeing financial operations of ~~our USIS~~the U.S. Information Services segment. Mr. Cello also serves on the ~~board~~University of ~~Kaleidoscope,~~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 ~~Chicago-based non-profit child welfare agency.~~certified public accountant.

~~John W. Blenke~~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 boards of MAIA Biotechnology, Inc. (NYSE American: MAIA) and Spring Labs.

Mr. Chaouki earned his bachelor’s degree from Boston University and his M.B.A. from the University of Chicago Booth School of Business.

Abhinav (Abhi) Dhar joined the Company in ~~May 2003. Since~~January 2019 as Executive Vice President, Chief Information & Technology Officer. In this role, Mr. ~~Blenke~~Dhar is responsible for all aspects of the company’s technology, including strategy, security, applications, operations, infrastructure and delivery of solutions that support TransUnion’s global information systems. Prior to TransUnion, Mr. Dhar co-founded Packyge, Inc. in April 2017, a last-mile delivery startup focused on enabling last step in-store digital experiences. Prior to Packyge, he held technology leadership roles at Walgreen Boots Alliance (WBA), a pharmacy retail and wholesale company, including Chief Digital Officer, WBA and Chief Information Officer, Retail Pharmacy USA from November 2016 to April 2017, Chief Information Officer and SVP, Digital Product Management and Innovation from December 2015 to November 2016 and SVP and Chief Information Officer, Walgreens, a pharmacy retail company, from November 2014 to December 2015. Mr. Dhar joined heWBA in 2009 as CTO for the Walgreens Digital Division. Prior to joining WBA, Mr. Dhar held roles of increasing technology management responsibility in travel distribution companies.

Mr. Dhar earned his B.E. in Mechanical Engineering from the National Institute of Engineering in Mysore, India and his M.S. in Industrial Engineering from the New Jersey Institute of Technology.

Karen E. Krause has served as ~~the~~ Executive Vice President, Chief Strategy and ~~Corporate General Counsel. From 1989~~Communications Officer since June 2022. Ms. Krause is responsible for leading the Global Strategy, Communications and Branding functions, with a focus on enabling, facilitating and monitoring our transformation across global platforms and products to achieve our vision and strategy. She brings deep strategy and corporate development expertise in financial services with extensive experience in growing businesses through ~~April 2003, he held a variety of positions with Household International, Inc. (predecessor~~acquisitions and transforming operations to ~~HSBC North America), including~~grow capabilities globally.

Ms. Krause joined TransUnion from JPMorgan Chase, where she served most recently as Global Head of Product Enablement & Delivery, Integrated Payments Product Group from September 2020 to May 2022, Executive Director, Wholesale Payments Strategic Transformation Projects from 2018 to 2020, Executive Director, Treasury Services Business Transformation from 2017 to 2018, and Executive Director, Corporate Strategy from 2014 to 2017. Prior to JPMC, Ms. Krause spent 8 years at S&P Global and previously worked in various strategy and corporate development roles at Goldman Sachs, TCR Private Equity and McKinsey.

Ms. Krause earned her B.S.E. in Finance from The Wharton School at the University of Pennsylvania, where she graduated summa cum laude, and her M.B.A. from Harvard Business School.

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. In this role, Mr. Mauldin leads the organization’s focus on operations across the enterprise, including vision, planning and execution required throughout the customer journey. He previously held the role of Chief Product Officer from 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 Solutions, a division of Reed Elsevier. Prior roles at LexisNexis included Vice President of ~~Corporate Law, where he managed~~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 ~~corporate legal functions~~University of Oklahoma.

Susan W. Muigai has served as Executive Vice President, Chief Human Resources Officer since 2021. She is responsible for ~~mergers~~leading TransUnion’s human resource strategy and ~~acquisitions, corporate finance~~function, and ~~consumer finance branch-based~~nurturing an inclusive, high-performance culture to help TransUnion achieve its vision and ~~wholesale lending.From~~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 ~~2013 through December 2016, Mr. Blenke~~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. She previously worked at Lang Michener LLP.

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 Breakfast Club of Canada and previously served ~~as a TransUnion representative~~ on the boards of ~~various industry-created associations~~MassMart Holdings Ltd and ~~joint ventures, including~~ the ~~Consumer Data Industry Association and Central Source, LLC.~~Walmart Foundation.

~~Christopher A. Cartwright~~ ~~joined the Company in August 2013 as~~Heather J. Russell is Executive Vice ~~President-U.S. Information Services. From December 2010 through March 2013, he was the~~President, Chief ~~Executive~~Legal Officer of ~~Decision InsightInformation Group, a portfolio of independent businesses providing real property information, software and services to insurance, finance,~~TransUnion. Ms. Russell is an accomplished legal ~~and real estate professionals in the United States, Canada and Europe. From June 1997 through October 2010, he held a variety of positions at Wolters Kluwer, a global information services~~and workflow solutions company, where he was CEO of Corporate Legal and Financial Services Division of North America and Shared Services. Prior to Wolters Kluwer, he was Senior Vice President, Strategic Planning & Operations for Christie’s Inc. and Strategy Consultant for Coopers and Lybrand.

~~John T. Danaher~~ ~~joined the Company in November 2002 and is currently Executive Vice President-Consumer Interactive. Mr. Danaher has~~executive with more than 25 years of diverse experience across the global financial services ~~industry expertise~~ and ~~direct marketing experience~~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, from October 2016 until May 2018, 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 from September 2015 until July 2016. Prior to that, Ms. Russell spent four years as Managing Director and Global Head of Public Policy and Regulatory Affairs at Bank of New York Mellon, five years as Senior Vice President and Associate General Counsel at Bank of America and 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 also serves on the boards of directors of the Chicago Council on Global Affairs and Illinois Legal Aid Online.

Todd C. Skinner has served as ~~the president~~President, International since August 2021 and is responsible for leading TransUnion’s growth across international markets. Mr. Skinner has nearly 30 years of ~~the consumer subsidiary of~~experience delivering information solutions at leading global companies. He joined TransUnion since 2004. Prior to TransUnion, from 2001 to 2002, Mr. Danaher was Chief Operating Officer of TrueLink, Inc., which was acquired by TransUnion. Mr. Danaher joined TrueLink, Inc. from Citibank, where he held several roles including Vicein 2014, previously serving as TransUnion’s Regional President of ~~E-Commerce, where he was responsible for planning~~Canada, Latin American and ~~executing Citibank’s e-commerce strategy for home equity loan products. He also served in a variety of leadership roles in operations and technology.~~

~~Gerald M. McCarthy, Jr.~~ joined the Company as Executive Vice President-Healthcare in July 2014. Mr. McCarthy is also a director for both RTech Healthcare Revenue Technologies, Inc. and Auditz, LLC, wholly-owned subsidiaries of TransUnion Healthcare, Inc. From January 2012 through June 2014, Mr. McCarthy was the Chief Strategy Officer of HealthMEDX, a leading software

~~provider for long-term care, home care and rehabilitation organizations.~~Caribbean. Prior to joining ~~HealthMEDX,~~TransUnion, Mr. McCarthy held a number of executive positions at McKesson Provider Technologies, including Senior Vice President, Product Management and Marketing from July 2007 to December 2011; Vice President, Physician Solutions from January 2005 to June 2007; Division ViceSkinner was the President of ~~Sales, Clinical and Imaging~~First Canadian Title Default Solutions, ~~from January 2004 to December 2005; and Clinical Solution Specialist from December 2001 to December 2003.~~

~~David M. Neenan~~ ~~joined the Company in September 2012 as Executive Vice President-International. From October 1998 through September 2012, he held~~ a ~~variety of positions at HSBC. From 2011 through August 2012,~~technology recovery business. Previously, he served as ~~the Global~~Chief Credit Officer and Chief Operations Officer for ~~HSBC’s insurance division. From 2009 through 2011, he served as the Global Head of Sales~~Retail Banking and ~~marketing for the insurance division. From July 2006 through 2008, he~~Wealth Management at HSBC.He also served as President and ~~CEO~~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.

Mr. Skinner earned his bachelor’s of ~~HSBC Finance, Canada.~~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 is on the Board of Directors for Buro De Credito and Cliffside Capital.

Our executive officers are elected annually by our ~~Board~~board of ~~Directors.~~directors. There are no family relationships among any of the Company’s executive officers.

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. ~~The following table sets forth for the indicated periods the high and low sales prices per share for our common stock on The New York Stock Exchange.~~

Period Low High
First quarter 2016 $20.43 $27.98
Second quarter 2016 $26.48 $33.70
Third quarter 2016 $31.57 $35.79
Fourth quarter 2016 $28.92 $34.50
First quarter 2017 $30.74 $38.76
Second quarter 2017 $37.64 $44.88
Third quarter 2017 $41.07 $49.46
Fourth quarter 2017 $46.92 $56.77

Holders of Record

As of January 31, ~~2018,~~2023, we had 3517 stockholders of record. We have a greater number of beneficial owners of our stock who own their shares through brokerage firms and other nominees.

~~Dividends~~

On February 13, 2018, we announced that our board of directors has approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. We expect to commence paying dividends pursuant to this policy in the second quarter of 2018. 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 of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Debt” and Part II, Item 8, “Financial statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 10, “Debt,” for a description of the restrictions under our senior secured credit facility on our ability to pay dividends.

~~We did not declare or pay dividends to the holders of our common stock in the twelve months ended December 31, 2017 or 2016.~~

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased1	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 Programs2
October 1 to October 31	12,180	$	55.73	—	$	166.5
November 1 to November 30	84	56.60		—	$	166.5
December 1 to December 31	59,096	61.34		—	$	166.5
Total	71,360	$	60.37	—

~~Period~~

~~Total Number of~~

~~Shares Purchased~~

~~Average Price~~

~~Paid Per Share~~

~~Total Number of~~

~~Shares~~

~~Purchased as~~

~~Part of Publicly~~

~~Announced Plans~~

~~or Programs~~⁽²⁾

~~Approximate Dollar~~

~~Value of Shares that~~

~~May Yet Be Purchased~~

~~Under~~

~~the Plans or Programs~~⁽¹⁾

~~October 1 to October 31~~

—

~~November 1 to November 30~~

—

~~December 1 to December 31~~

—

~~Total~~

—

⁽¹⁾

On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock through February 13, 2020. Our board of directors removed the three-year time limitation on February 8, 2018. Prior to the fourth quarter of 2017, we had purchased approximately $133.4 million of common stock under the program and may purchase up to an additional $166.6 million. Additional repurchases may be made from time to time at management’s

361.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 of directors authorized the repurchase of up to $300.0 million of our common stock through February 13, 2020. Our board of directors 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~~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.

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 from June 25, 2015, the date the Company’s common stock commenced trading on the NYSE, through December 31, 2017.~~Index. The graph assumes that $100 was invested at market close on ~~June 25, 2015,~~December 31, 2016, 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.

ITEM 6. ~~SELECTED FINANCIAL DATA~~RESERVED

~~The following table sets forth our selected historical consolidated financial data for the periods ended and as of the dates indicated below.~~Reserved

We have derived the selected historical consolidated financial data as of December 31, 2017 and 2016, and for each of the twelve months ended December 31, 2017, 2016 and 2015 from our audited consolidated financial statements included elsewhere in this report. We have derived the selected historical consolidated financial data as of December 31, 2014 and 2013 and for the twelve months ended December 31, 2014 and 2013, from our audited consolidated financial statements, which are not included in this report. Our historical results are not necessarily indicative of the results expected for any future period.

You should read the following financial data together with Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements and related notes appearing elsewhere in this report, and our audited consolidated financial statements and related notes included in our annual reports on Form 10-K for the year ended December 31, 2014, previously filed with the SEC.

~~Selected financial data consists of the following:~~

TransUnion
(dollars in millions)
Twelve
Months
Ended
December
31, 2017

Twelve
Months
Ended
December
31, 2016

Twelve
Months
Ended
December
31, 2015

Twelve
Months
Ended
December
31, 2014

Twelve
Months
Ended
December
31, 2013
Income Statement Data:
Revenue $ 1,933.8
$ 1,704.9
$ 1,506.8
$ 1,304.7
$ 1,183.2
Operating expense:
Cost of services 645.7
579.1
531.6
500.2
473.9
Selling, general and administrative 585.4
560.1
499.7
434.9
353.3
Depreciation and amortization 238.0
265.2
278.4
241.2
186.8
Total operating expense 1,469.1
1,404.4
1,309.7
1,176.3
1,014.0
Operating income (loss) 464.7
300.5
197.1
128.4
169.2
Non-operating income and expense (92.2 ) (95.1 ) (170.5 ) (130.2 ) (195.1 )
Income (loss) from continuing operations before income taxes 372.5
205.4
26.6
(1.8 ) (25.9 )
(Provision) benefit for income taxes 79.1
(74.0 ) (11.3 ) (2.6 ) (2.3 )
Net income (loss) 451.5
131.4
15.3
(4.4 ) (28.2 )
Less: net income attributable to noncontrolling interests (10.4 ) (10.8 ) (9.4 ) (8.1 ) (6.9 )
Net income (loss) attributable to the Company $ 441.2
$ 120.6
$ 5.9
$ (12.5 ) $ (35.1 )

Net earnings (loss) per share:
Basic $ 2.42
$ 0.66
$ 0.04
$ (0.09 ) $ (0.24 )
Diluted $ 2.32
$ 0.65
$ 0.04
$ (0.09 ) $ (0.24 )

Weighted average shares outstanding:
Basic 182.4
182.6
165.3
147.3
146.4
Diluted 189.9
184.6
166.8
147.3
146.4

Dividends per share:
Basic $ —
$ —
$ —
$ —
$ —
Diluted $ —
$ —
$ —
$ —
$ —

As of
(dollars in millions) December 31,
2017 December 31,
2016 December 31,
2015 December 31,
2014 December 31,
2013
Balance Sheet Data:
Total assets $ 5,118.5
$ 4,781.2
$ 4,442.8
$ 4,633.8
$ 4,456.2
Total debt⁽¹⁾
$ 2,464.6
$ 2,375.6
$ 2,204.6
$ 2,907.9
$ 2,830.8
Total stockholders’ equity⁽¹⁾
$ 1,824.6
$ 1,473.0
$ 1,367.0
$ 747.7
$ 714.5


⁽¹⁾	The change in total debt and total stockholders’ equity at December 31, 2015, compared with December 31, 2014 reflects the impact of our initial public offering and the use of those proceeds to retire our public debt.

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,~~” Part II, Item 6, “Selected Financial Data,~~” 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 ~~risk~~information and ~~information solutions provider to~~insights company that makes trust possible between businesses and ~~consumers.~~ consumers, working to help 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 data fusion methodology to link and match an increasing set of disparate data to further enrich our database. We use this enriched data, combined with our expertise, to continuously develop more insightful solutions for our customers, all in accordance 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 ~~reports, risk scores, analytical services~~identities, mitigate fraud, and ~~decisioning capabilities to businesses.~~effectively manage call center operations. Businesses embed our solutions into their process workflows to ~~acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure~~deliver critical insights and ~~manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud.~~enable effective actions. Consumers use our solutions to view their credit profiles and access analytical tools that help them understand and manage their personal financial information and take precautions against identity theft. We are differentiated by our comprehensive and unique datasets, our next-generation technology and our analytics and decisioning capabilities, which enable us to deliver insights across the entire consumer lifecycle. We believe we are the largest provider of risk and information solutions 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. We have deep domain expertise across a number of attractive industries, sometimes referred to as verticals, including financial services, specialized risk, insurance and healthcare. We have a global presence in over 30 countries and territories across North America, Africa, Latin America and Asia.

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 ~~90,000 data~~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 ~~deep analytics expertise, which~~addressable market includes our people as well as tools such as predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enables businesses and consumers to gain better insights into their risk and financial data. Our decisioning capabilities, which are generally delivered on a software-as-a-service platform, allow businesses to interpretthe global data and ~~apply~~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 ~~specific qualifying criteria~~data identities play in their ability to ~~make decisions~~procure goods and ~~take action with respect~~services. We leverage our differentiated capabilities in order to ~~their customers. Collectively, our data, analytics~~serve a global customer base across multiple geographies and decisioning capabilities allow businesses to authenticate the identity of consumers, effectively determine the most relevant products for consumers, retain and cross-sell to existing consumers, identify and acquire new consumers and reduce loss from fraud. Similarly, our capabilities allow consumers to see how their credit profiles have changed over time, understand the impact of financial decisions on their credit scores and manage their personal information as well as to take precautions against identity theft.industry verticals.

Segments

In the first quarter of 2016, we moved our direct-to-consumer reseller business and reallocated certain other costs related to our consumer facing business in the U.S. from our USIS segment to our Consumer Interactive segment. These changes better reflect the evolution of our consumer facing business in the U.S. and how we manage that business. As a result, we modified our segment reporting effective the first quarter of 2016. In conjunction with this change we also reclassified $105.0 million of goodwill from our USIS segment to our Consumer Interactive segment. The segment results below have been recast to reflect these changes for all periods presented. These changes do not impact our consolidated results.

We manage our business and report our financial results in three reportable segments: ~~USIS,~~U.S. Markets, International and Consumer Interactive. See Part II, Item 8 “Notes to Consolidated Financial Statement,”, Note 20, “Reportable Segments” for additional information.

~~USIS~~U.S. Markets

The U.S. Markets segment provides consumer reports, ~~risk scores, analytical~~actionable insights and ~~decisioning services~~analytics to businesses. These businesses use our services to acquire ~~new~~ customers, assess ~~consumer~~consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and ~~investigate potential fraud.~~mitigate fraud risk. The core capabilities and delivery ~~platforms~~methods in our ~~USIS~~U.S. Markets segment allow us to serve a broad set of customers ~~and business issues. We offer our services to customers in financial services, insurance, healthcare and other~~across industries.

International

The International segment provides services similar to our ~~USIS~~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 ~~decisioning~~solutions services, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including

financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal ~~finances.~~finances and take precautions against identity theft.

Consumer Interactive ~~offers~~

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 ~~scores,~~freezes, credit monitoring, ~~fraud~~identity protection and resolution, and financial ~~management.~~management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through ~~user friendly~~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

In addition, Corporate provides ~~shared~~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~~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 ~~affordable~~ credit and capital, ~~interest rates, inflation,~~ employment levels, consumer confidence and ~~housing demand. In~~the impact of the global COVID-19 pandemic.

During 2020, the economic effect of the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. During 2021, in the markets where we compete, we saw generally improving macroeconomic conditions, driven by an increase in gross domestic product (“GDP”), interest rates that remained near historic lows, and continuing increases in employment levels. 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 have ~~generally seen good~~all 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 ~~increased market stabilization over~~increasing recession fears compared to the ~~past few years. In the United States, we continue~~post-pandemic rebound of 2021. These slowing macroeconomic conditions had a more pronounced impact in our developed markets compared to see a healthy, well-functioning consumer lending market driven by a strong labor market and consumer confidence that is near an all-time high. Rising interest rates have begun to impact the housing refinance market, which has been offset byour emerging markets, although the impact of exchange rates had a ~~strong~~significant impact on our International segment. The impact of higher interest rates has been particularly acute in the housing sector, where higher borrowing rates significantly impacts both home affordability, driving down purchase ~~market~~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 demand for credit. 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 ~~increased availability~~unpredictable nature of ~~home equity.~~ 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 ~~have also seen solid~~believe that inflation has had a significant negative impact on our business and results of operations, including decreased demand for our ~~marketing~~services resulting from the Federal Reserve and other central banks consistently raising interest rates to combat inflation, slowing consumer spending on non-essential goods and services, and ~~in our Consumer Interactive segment, strong~~consequently lower demand for credit, especially during the last half of the year. The impact of continued elevated levels of inflation and the resulting response by the Federal Reserve and other central banks to raise interest rates could have a material adverse impact on various aspect of our ~~credit~~business in the future.

Recent Developments

The following developments impact the comparability of our balance sheets, results of operations and ~~identity theft solutions.~~cash flows between years:

Since the acquisition of Neustar, Inc. (“Neustar”) on December 1, 2021, we have reflected all Neustar revenue in the Emerging Verticals within our U.S. Markets segment. Beginning in the fourth quarter 2022, we integrated the Neustar sales team into our legacy vertically-aligned sales teams, and a portion of the Neustar revenue is now included in the Financial Services vertical. We ~~continue~~have recast the revenue reported for each vertical in U.S. Markets in the historical periods to see strong growth in key international markets, tempered by ongoing headwinds in Africa. Also, the strengthening of foreign currencies in 2017 has improved the operating results reported by our International segment comparedbe consistent with the fourth quarter 2022 presentation, which provides comparability among the periods. This recast has no net impact on our overall financial statements in 2022.

Since December 1, 2021, we have completed the acquisition of three businesses that collectively materially affected our results of operations in 2022 and the comparability of results to prior ~~year.~~year periods. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about these transactions.

~~Our revenues are also significantly influenced by industry trends, including~~On December 30, 2022, we completed the ~~demand for information services in~~previously announced sale of the non-core businesses of Verisk Financial Services (“VF”), the financial services ~~insurance, healthcare and other industries~~business unit we ~~serve. Companies are increasingly relying on business analytics and big-data technologies to help process this data in a cost-efficient manner. As customers have gained~~acquired from Verisk Analytics, Inc. We classified the ~~ability to rapidly aggregate and analyze data generated by their own activities, they are increasingly expecting access to real-time data and analytics from their information providers~~results of operations of these non-core businesses as well as solutions that fully integrate into their workflows. As economies in emerging markets continue to develop and mature, we believe there will continue to be favorable socio-economic trends, such as an increasediscontinued operations, net of tax, in the ~~size~~consolidated statements of income since the ~~middle class~~acquisition in April 2022. Upon the sale, we received total proceeds of $173.9 million, consisting of $103.6 million in cash, and a ~~significant increase~~note receivable with a face value of $72.0 million and a fair value of $70.3 million. The purchase price is subject to certain customary adjustments. We recognized a $7.5 million gain on the sale of these businesses, which is included in discontinued operations, net of tax.

On December 30, 2022, we prepaid $200.0 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand. On January 31, 2022, we prepaid $400 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand. We also made prepayments of our Senior Secured Term Loans in 2021 and 2020 of $85.0 million in March 2021 and $150.0 million in December 2020 both funded by cash-on-hand. These transactions affect the ~~use~~comparability of ~~financial services by under-served~~interest expense between 2022, 2021, and ~~under-banked customers. Demand~~2020, as further discussed in “Results of Operations - Non-Operating Income and (Expense) - Interest Expense” below.

On November 16, 2022, we entered into new 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. These swaps replaced other swaps that expired in December 30, 2022. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,320.0 million that amortizes each quarter. The swaps require TransUnion to pay fixed rates varying between 4.4105% and 4.4465% in exchange for ~~consumer solutions is rising~~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 higher consumer awareness of the importance and usage of their credit information, increased risk of identity theft due to data breaches and more readily available free credit information. The complexity of regulations, including from the Consumer Financial Protection Bureau (“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. As of December 31, 2022, we have an accrued liability of $56.0 million, compared with $26.5 million as of December 31, 2021, in connection with this matter and there is a reasonable possibility that a loss in excess of the ~~Dodd-Frank Wall Street Reform~~amount accrued may be incurred, and ~~Consumer Protection Act, continue to make operations for businesses more challenging.~~

~~Effects of Inflation~~

~~We do not believe that inflation has had~~such an outcome could have a material adverse effect on our ~~business,~~ results of operations orand 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 I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 22, “Contingencies,” for further information about this matter.

~~Recent Developments~~

~~During 2017,~~On January 24, 2022, we ~~borrowed $215.0 million under~~reached a tentative class settlement with the ~~Senior Secured Revolving Line~~plaintiffs in Ramirez v. TransUnion LLC, which required court approval. Accordingly, we revised the amount of ~~Credit to partially fund various acquisitions and~~ the ~~repurchase~~probable loss that we previously estimated, resulting in a reduction of our ~~common stock. See Note 11, “Stockholders’ Equity”~~estimated liability and partially offsetting insurance receivable, and a corresponding net reduction recorded in selling, general and administrative expense for ~~additional information regarding~~ the ~~common stock repurchase. During~~year-end December 31, 2021. On December 19, 2022, the ~~year, we repaid $130.0 million~~court entered final approval of the ~~borrowings~~class settlement and we paid the settlement amount to the plaintiffs on ~~the Senior Secured Revolving Line~~January 20, 2023, resulting in a full resolution of ~~Credit.~~this matter.

On ~~August 9, 2017,~~December 23, 2021, we ~~refinanced and amended certain provisions~~entered into a tranche of interest rate swap agreements with various counterparties that effectively fix our ~~senior secured credit facility. Amendments to the Senior Secured Term Loan B included~~LIBOR exposure on a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0 million, and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Line of Credit included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, a reduction in the annual commitment fee on the unused borrowings, and an increase in the commitment amount to $300.0 million. Other key provisions include changes in incremental borrowing limits and a reduction in the maximum for the senior secured net leverage ratio test to 5.5-to-1. On January 31, 2017, we refinanced and amended certain provisionsportion of our Senior Secured Term Loan ~~B. Key~~or similar replacement debt. The tranche commenced on December 31, 2021, and expires on December 31, 2026, with a current aggregate notional amount of $1,584.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.428% and 1.4360% 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 statement of income 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 income 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 ~~amendment~~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

~~included~~$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 ~~two-year extension~~portion of the ~~maturity date~~proceeds from ~~April 2021~~our sale of the Healthcare business. As a result of the prepayment, we expensed the unamortized original issue discount and deferred fees to April 2023, a 0.25% reduction in the applicable margin and a reduction in the LIBOR floor to zero from 0.75%. These refinancings resulted in $10.5 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated ~~statements~~statement of income.

On ~~November 2, 2017, certain~~March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our ~~stockholders completed~~Senior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, with an initial notional amount of $1,150.0 million that amortized each quarter. The first tranche required us to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a secondary offering of approximately 7.535 million shares of TransUnion common stock. On August 4, 2017, certain of our stockholders completed a secondary offering of 25.875 million shares of TransUnion common stock, which includedvariable rate that matches the underwriters’ exercise of an option to purchase an additional 3.375 million shares. On May 2, 2017, certain of our stockholders completed a secondary offering of 18.975 million shares of TransUnion common stock, which included the underwriters’ exercise of an option to purchase an additional 2.475 million shares. On February 22, 2017, certain of our stockholders completed a secondary offering of 19.85 million shares of TransUnion common stock and on March 22, 2017, the underwriters exercised their option to purchase an additional 1.985 million shares. These secondary offerings had no impactvariable rate on our ~~financial statements, other than approximately $1.7~~loans and expired on June 30, 2022. The second tranche commenced on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,100.0 million ~~of transaction costs recorded in other income and expense for the twelve-month period in 2017. We were obligated~~that amortizes each quarter after it commences. The second tranche requires us to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these ~~costs in accordance with an agreement with the selling stockholders. We did not receive any proceeds from these offering~~swap agreements as ~~all shares were sold by the selling stockholders.~~

As part of the offering that closed on May 2, 2017, the Company purchased 1.65 million shares of common stock for a total of $65.2 million from the underwriters. The shares purchased were funded by borrowings under the Senior Secured Revolving Line of Credit. As part of the offering that closed on February 22, 2017, the Company purchased 1.85 million shares of common stock for a total of $68.3 million from the underwriters. The share repurchases were funded with cash ~~on hand. The shares purchased by the Company in each of these offerings are held in treasury, and reduced the number of outstanding shares of common stock accordingly.~~flow hedges.

Recent Acquisitions ~~and Partnerships~~

We ~~selectively~~selectively evaluate acquisitions ~~and partnerships~~ as a means to expand our business and ~~international footprint and~~ to enter new markets. ~~During the past three years~~Since January 1, 2020, we have completed the following ~~acquisitions:~~acquisitions, including those that impact the comparability of our results between periods:

•On November 30, 2017, we acquired a non-controlling, non-voting preferred stock equity interest in Throtle, Inc. (“Throtle”). Throtle is a second generation data onboarding company focused on deterministic matching, identity resolution and closed-loop enablement. We account for Throtle on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.

~~On November 14, 2017,~~April 8, 2022, we acquired 100% of the equity of ~~FT Holdings, Inc. (“FactorTrust”). FactorTrust~~the entities that comprised VF. We retained the leading core businesses of Argus, and divested the remaining non-core businesses on December 30, 2022. 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 ~~provider of alternative credit data, analytics~~clear perspective on where their business stands today and ~~risk scoring information that empowers lenders~~ to ~~make more informed decisions, and increases financial inclusion to a wider population of consumers.~~best position them for success in the future. The results of operations of ~~FactorTrust, which~~Argus are ~~not material to our consolidated financial statements, have been~~ included ~~as part of our USIS~~in the U.S. Markets segment in our consolidated statements of income since the date of the acquisition. See Item 8, “Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions,” Note 3 “Discontinued Operations,” for additional information.

•On ~~October 2, 2017,~~December 1, 2021, we acquired 100% of the equity of ~~xTech Holdings, Inc. (“eBureau”). eBureau is~~Neustar. Neustar, a premier identity resolution company with leading ~~provider of custom-analytic~~ solutions in Marketing, Risk and Communications, enables customers to build connected consumer experiences by combining decision analytics with ~~both credit-risk and anti-fraud applications.~~real-time identity resolution services driven by its OneID platform. The results of operations of ~~eBureau, which~~Neustar are ~~not material to our consolidated financial statements, have been~~ included in Financial Services and Emerging Verticals as part of our ~~USIS~~U.S. Markets segment in our consolidated statements of income since the date of the acquisition. See Item 8, “Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions.”

•On ~~August 18, 2017,~~December 1, 2021, we acquired 100% of the equity of ~~Datalink Services, Inc. (“Datalink”). Datalink’s~~Sontiq. Sontiq, a leader in digital identity protection and security, provides solutions ~~provide enhanced data that identifies risks associated with an applicant’s driving behavior~~including identity monitoring, restoration, and ~~provides insurers with a cost competitive, timely~~response products and ~~more detailed offering.~~services to help empower consumers and businesses to proactively protect against identity theft and cyber threats. The results of operations of ~~Datalink, which~~Sontiq are ~~not material to our consolidated financial statements, have been~~ included ~~as part of our USIS~~in the Consumer Interactive segment in our consolidated statements of income since the date of the acquisition. See Item 8, “Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions,” for additional information.

•On ~~July 19, 2017,~~October 14, 2020, we acquired ~~a non-controlling, non-voting preferred stock~~100% of the equity ~~interest in Synthetic P2P Holdings Corporation~~of Tru Optik Data Corp (“~~PeerIQ”~~Tru Optik”). ~~Also, on November 10, 2016, we entered into an agreement with PeerIQ whereby we licensed data~~Tru Optik uses its custom audience-building platform to ~~PeerIQ and, in return, received warrants~~deliver predictive scoring to ~~purchase a non-controlling interest in their common stock. PeerIQ is a credit risk analytics provider. We account for PeerIQ on~~improve the ~~cost method~~performance of ~~accounting. Any future dividends will be recorded in other income and expense when received.~~

During March 2017, we increased our equity interest in CIBIL from 82.1% to 92.1% with additional purchases totaling 10%. On September 30, 2016, we increased our equity interest in CIBIL from 77.1% to 82.1% with an additional purchase of 5%. In June 2016, we increased our equity interest in CIBIL from 66.1% to 77.1% with additional purchases totaling 11%. During 2015, we increased our equity interest from 55% to 66.1%, with the purchase of 5% on September 24, 2015 and an additional 6.1% on November 5, 2015. In 2014, we increased our equity interest in CIBIL from 27.5% to 55.0%. This additional purchase gave us control and resulted in our consolidation of CIBIL. CIBIL'scustom digital marketing campaigns. The results of operations of Tru Optik are included as part of our ~~International segment in our consolidated statements of income since May 21, 2014, the date we obtained control.~~

On November 4, 2016, we increased our ownership interest in CIFIN from 95.17% to 100% and no longer record net income attributable to the noncontrolling interests in our consolidated statements of income or redeemable noncontrolling interests on our consolidated balance sheets from the date we acquired the remaining interest. On August 3, 2016, we increased our equity interest in CIFIN from 94.67% to 95.17% with an additional purchase of 0.5%. On May 31, 2016, we increased our interest from 71.0% to 94.67% with an additional purchase of 23.67%. On February 8, 2016, we acquired a 71.0% equity interest in CIFIN. CIFIN is one of two primary credit bureaus in Colombia. The results of operations of CIFIN have been included as part of our InternationalU.S. Markets segment in our consolidated statements of income since the date of the acquisition.

•On ~~September 21, 2016,~~August 14, 2020, we acquired 100% of the equity of ~~RTech. RTech uses innovative proprietary technology~~Signal Digital, Inc. (“Signal”). Signal is a digital marketing company that provides tag management, data collection, and onboarding capabilities to ~~help healthcare providers protect revenue and cash.~~customers for activation in the marketing ecosystem. The results of operations of ~~RTech have been~~Signal, are included as part of our ~~USIS segment in our consolidated statements of income since the date of acquisition.~~

On August 30, 2016, we acquired a noncontrolling interest investment in SavvyMoney, Inc. (“SavvyMoney”). SavvyMoney is a provider of credit information services for bank and credit union users. We account for SavvyMoney on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.

On June 15, 2016, we acquired 100% of the equity of Auditz. Auditz is a healthcare services organization that uses sophisticated proprietary technology to help healthcare providers identify and recover payments. The results of operations of Auditz have been included as part of our USISU.S. Markets segment in our consolidated statements of income since the date of the acquisition.

On April 29, 2016, we acquired the remaining 12.5% ownership interest in Drivers History Information Sales, LLC (“DHI”) and no longer record net income attributable to the noncontrolling interests in our consolidated statements of income or redeemable noncontrolling interests on our consolidated balance sheets from the date we acquired the remaining interest. On November 12, 2014, we acquired an 87.5% ownership interest in DHI. DHI collects traffic violation and criminal court data. The results of operations of DHI, which are not material, have been included as part of our USIS segment in our consolidated statements of income since the date of acquisition.

On April 15, 2016, we made a noncontrolling interest investment in Dashlane, Inc. (“Dashlane”). Dashlane is a password management company that enables users to monitor their online identities across multiple sites and applications. We account for Dashlane on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.

On December 9, 2015, we acquired 100% of the voting share capital in Trustev Limited (“Trustev”). Trustev is a registered company in the Republic of Ireland that provides digital verification technology to multiple industries. The results of operations of Trustev, which are not material, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition.

On October 21, 2015, we acquired the remaining 49% equity interest in Databusiness S.A., our Chile subsidiary. We no longer record net income attributable to the noncontrolling interests in our consolidated statements of income or redeemable noncontrolling interests on our consolidated balance sheets from the date we acquired the remaining interest.

During January 2015, we acquired the remaining equity interests in our two Brazilian subsidiaries, Data Solutions Serviços de Informática Ltda. (“ZipCode”) and Crivo Sistemas em Informática S.A. (“Crivo”). We no longer record net income attributable to the noncontrolling interests in our consolidated statements of income or redeemable noncontrolling interests in our consolidated balance sheets from the date we acquired the remaining interests.

Key Components of Our Results of Operations

Revenue

We derive and report revenue for our ~~USIS~~three reportable segments, U.S. Markets, International and Consumer Interactive. Within the U.S. Markets segment, we report and disaggregate revenue ~~from three operating platforms: Online Data Services, Marketing~~by vertical, which consists of our Financial Services and ~~Decision Services. Online Data~~Emerging verticals. Revenue from our recent acquisition of Neustar is partially included in both verticals. Revenue from our recent acquisition of Argus is included in the Financial Services encompass services delivered in real-time using both credit and public record datasets. We also provide online reports that link public record datasets for qualified businesses seeking to locate consumers, specific assets or investigate relationships among consumers, businesses and locations. Collectively,vertical. Within the reports, characteristics and scores, with variations tailored for specific industries, form the basis of Online Data Services. We also provide online services to help businesses manage fraud and authenticate a consumer’s identity when they initiate a new business relationship. Additionally, we provide data to businesses to help them satisfy “know your customer” compliance requirements and to confirm an individual’s identity. Marketing Services help our customers develop marketing lists of prospects via direct mail, web and mobile. Our databases are used by our customers to contact individuals to extend firm offers of credit or insurance. We provide portfolio review services, which are periodic reviews of our customers’ existing accounts, to help our customers develop cross-selling offers to their existing customers and monitor and manage risk in their existing consumer portfolios. We also provide trigger services which are daily notifications of changes to a consumer profile. Decision Services, our software-as-a-service offerings, includes a number of platforms that help businesses interpret data and predictive model results and apply their customer-specific criteria to facilitate real-time automated decisions at the time of customer interaction. Our customers use Decision Services to evaluate business risks and opportunities, including those associated with new consumer credit and checking accounts, insurance applications, optimize accounts receivable management and collections, patient registrations and insurance coverages, and apartment rental requests.

~~We report our~~ International segment, we disaggregate revenue ~~in two categories: developed markets and emerging markets. Our developed markets are~~by regions, which consists of Canada, ~~and Hong Kong. Our emerging markets include Africa,~~ Latin America, the United Kingdom, Africa, India, and Asia ~~Pacific and India.~~

Pacific. For our Consumer Interactive ~~offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services~~segment, we do not disaggregate revenue. Revenue from our recent acquisition of Sontiq is included in this segment include credit reports and scores, credit monitoring, fraud protection and resolution and financial management. Our products are provided through user friendly online and mobile interfaces and supported by educational content and customer support.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

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, ~~impairments~~fair-value adjustments of equity-method and ~~cost-method~~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—Twelve Months Ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015~~

~~Key Performance Measures~~

Management, including our chief operating decision maker, evaluates the financial performance of our businesses based on a variety of key indicators. These indicators include the non-GAAP measure Adjusted EBITDA and the GAAP measures revenue, cash provided by operating activities and cash paid for capital expenditures. For the twelve months ended December 31, 2017, 2016 and 2015, these key indicators were as follows:

Change
Twelve months ended December 31, 2017 vs. 2016 2016 vs. 2015
(dollars in millions) 2017 2016 2015 $ % $ %
Revenue $ 1,933.8
$ 1,704.9
$ 1,506.8
$ 229.0
13.4 % $ 198.1
13.1 %
Reconciliation of net income (loss) attributable to TransUnion to Adjusted EBITDA⁽¹⁾:

Net income (loss) attributable to TransUnion $ 441.2
$ 120.6
$ 5.9
$ 320.6
nm $ 114.7
nm
Net interest expense 82.1
80.9
130.4
1.3
1.5 % (49.6 ) (38.0 )%
Provision for income taxes (79.1 ) 74.0
11.3
(153.1 ) nm 62.7
nm
Depreciation and amortization 238.0
265.2
278.4
(27.2 ) (10.2 )% (13.2 ) (4.8 )%
EBITDA 682.2
540.7
426.0
141.6
26.2 % 114.6
26.9 %
Adjustments to EBITDA:
Stock-based compensation⁽²⁾
47.7
31.2
22.3
16.5
52.7 % 8.9
39.8 %
Mergers and acquisitions, divestitures and business optimization⁽³⁾
8.5
18.5
8.0
(10.0 ) (53.9 )% 10.4
129.9 %
Technology transformation⁽⁴⁾
—
23.3
26.9
(23.3 ) (100.0 )% (3.5 ) (13.2 )%
Other⁽⁵⁾
9.7
23.1
43.5
(13.4 ) (57.9 )% (20.3 ) (46.8 )%
Total adjustments to EBITDA 65.9
96.1
100.7
(30.2 ) (31.4 )% (4.5 ) (4.5 )%
Adjusted EBITDA $ 748.1
$ 636.8
$ 526.7
$ 111.4
17.5 % $ 110.1
20.9 %

Other Metrics
Cash provided by operating activities $ 468.0
$ 389.9
$ 309.1
$ 78.1
20.0 % $ 80.8
26.1 %
Capital expenditures $ 135.3
$ 124.0
$ 132.2
$ 11.3
9.1 % $ (8.2 ) (6.2 )%

~~nm: not meaningful~~

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

Adjusted EBITDA is defined as net income (loss) attributable to the Company before net interest expense, income tax provision (benefit), depreciation and amortization and other adjustments noted in the table above. We present Adjusted EBITDA as a supplemental measure of our operating performance because it eliminates the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. Also, Adjusted EBITDA is a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. In addition, our board of directors and executive management team use Adjusted EBITDA as a compensation measure under our incentive compensation plan. Furthermore, under the credit agreement governing our senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to a ratio based on Adjusted EBITDA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Debt.” Adjusted EBITDA does not reflect our capital expenditures, interest, income tax, depreciation, amortization, stock-based compensation and certain other income and expense. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. Adjusted EBITDA is not a measure of financial condition or profitability under GAAP and should not be considered as an alternative to cash flows from operating activities, as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance. We believe that the most directly comparable GAAP measure to Adjusted EBITDA is net income attributable to the Company. The table above provides a reconciliation from our net income (loss) attributable to the Company to Adjusted EBITDA for the twelve months ended December 31, 2017, 2016 and 2015.


2.	~~Consisted of stock-based compensation and cash-settled stock-based compensation.~~

For the twelve months ended December 31, 2017, consisted of the following adjustments to operating income: a $0.5 million loss on the divestiture of a small business operation; and a $(0.3) million reduction to contingent consideration expense from previous acquisitions. For the twelve months ended December 31, 2017, consisted of the following adjustments to non-operating income and expense: $8.3 million of acquisition expenses.

2020

For the twelve months ended December 31, ~~2016, consisted~~2022, 2021 and 2020, our results of the following adjustments to operating income: a $(0.7) million net gain from exiting a business relationship and the closure and divestiture of certain business operations; a $(0.5) million adjustment to business optimization expenses; and a $(0.1) million reduction in contingent consideration expense from previous acquisitions. For the twelve months ended December 31, 2016, consisted of the following adjustments to non-operating income and expense: $17.6 million of acquisition expenses; a $2.0 million loss on the impairment of a cost method investment; and a $0.2 million loss on the closure and divestiture of certain business operations.

For the twelve months ended December 31, 2015, consisted of the following adjustments to operating income: a $(0.1) million reduction in contingent consideration expense from previous acquisitions, $2.1 million of business optimization expenses, and a $0.3 million loss on divestiture of a business operation. For the twelve months ended December 31, 2015, consisted of the following adjustments to non-operating income and expense: $5.8 million of acquisition expenses and $(0.1) million of miscellaneous.


4.	~~Represented costs associated with a project to transform our technology infrastructure.~~

For the twelve months ended December 31, 2017, consisted of the following adjustments to operating income and expense: a $(1.3) million reduction to expense for certain legal and regulatory matters; and a $(0.6) million reduction to expense for sales and use tax matters. For the twelve months ended December 31, 2017, consisted of the following adjustments to non-operating income and expense: $10.5 million of fees related to the refinancing of our senior secured credit facility; $1.7 million of fees incurred in connection with secondary offerings of shares of TransUnion common stock by certain of our stockholders; $1.4 million of loan fees; a $0.3 million mark-to-market loss related to ineffectiveness of our interest rate hedge; $(2.2) million of currency remeasurement of our foreign operations; and $(0.1) million of miscellaneous.

For the twelve months ended December 31, 2016, consisted of the following adjustments to operating income: $19.4 million for the settlement with the CFPB and related costs; $0.3 million for certain legal and regulatory matters; and $(0.7) million of miscellaneous. For the twelve months ended December 31, 2016, consisted of the following adjustments to non-operating income and expense: $2.7 million of fees connected to the filing of secondary registration statements filed on behalf of certain stockholders; $1.4 million of loan fees; a $0.5 million mark-to-market loss related to ineffectiveness of our interest rate hedge; $(0.3) million of currency remeasurement of our foreign operations; and $(0.2) million of miscellaneous.

For the twelve months ended December 31, 2015, consisted of the following adjustments to operating income: $(0.5) million of miscellaneous. For the twelve months ended December 31, 2015, consisted of the following adjustments to non-operating income and expense: $37.6 million of debt refinancing expenses; $3.6 million of currency remeasurement of our foreign operations; $0.7 million of losses related to mark-to-market ineffectiveness of our interest rate hedge; $1.4 million of loan fees; and $0.7 million of miscellaneous.

~~Revenue~~

For 2017, revenue increased $229.0 million compared with 2016, due to strong organic growth in all of our segments, including all USIS platforms and both the developed and emerging International markets, revenue from our 2016 and 2017 acquisitions in our USIS and International segments, and by the impact of strengthening foreign currencies on the 2017 revenue of our International segment. Acquisitions accounted for an increase in revenue of 1.6%. The impact of strengthening foreign currencies accounted for an increase in revenue of 0.6%.

For 2016, revenue increased $198.1 million compared with 2015, due to strong organic growth in all of our segments, across all USIS platforms and both the developed and emerging International markets, and revenue from our 2016 and 2015 acquisitions in our USIS and International segments, partially offset by the impact of weakening foreign currencies on the 2016 revenue of our International segment. Acquisitions accounted for an increase in revenue of 2.0%. The impact of weakening foreign currencies accounted for a decrease in revenue of 1.1%.

~~Revenue by segment and a more detailed explanation of revenue within each segment are~~operations were as follows:

Change
Twelve months ended December 31, 2017 vs. 2016 2016 vs. 2015
(dollars in millions) 2017 2016 2015 $ % $ %
USIS:
     Online Data Services $ 773.3
$ 677.8
$ 602.1
$ 95.5
14.1 % $ 75.7
12.6 %
     Marketing Services 188.1
160.9
149.2
27.2
16.9 % 11.6
7.8 %
     Decision Services 242.7
206.4
173.2
36.3
17.6 % 33.2
19.2 %
Total USIS 1,204.1
1,045.1
924.5
159.0
15.2 % 120.6
13.0 %

International:
     Developed Markets 126.1
109.2
95.2
16.9
15.5 % 14.0
14.7 %
     Emerging Markets 235.8
204.7
174.4
31.1
15.2 % 30.3
17.4 %
Total International 361.9
313.9
269.6
48.0
15.3 % 44.3
16.4 %

Consumer Interactive 432.1
407.1
369.8
25.0
6.1 % 37.3
10.1 %

Total revenue, gross $ 1,998.1
$ 1,766.0
$ 1,563.9
$ 232.0
13.1 % $ 202.1
12.9 %

Intersegment revenue eliminations:
USIS Online $ (59.3 ) $ (57.0 ) $ (53.9 ) $ (2.3 ) (4.0 )% $ (3.1 ) (5.8 )%
International Developed Markets (4.7 ) (3.4 ) (2.6 ) (1.2 ) (36.4 )% (0.8 ) (29.1 )%
International Emerging Markets (0.2 ) (0.6 ) (0.6 ) 0.5
74.1 % —
(13.7 )%
Interactive (0.2 ) —
—
(0.2 ) nm
—
— %
Total intersegment revenue eliminations (64.2 ) (61.1 ) (57.1 ) (3.1 ) (5.1 )% (4.0 ) (7.0 )%
Total revenue as reported $ 1,933.8
$ 1,704.9
$ 1,506.8
$ 229.0
13.4 % $ 198.1
13.1 %


	Twelve Months Ended						Change
	December 31,						2022 vs. 2021				2021 vs. 2020
	2022		2021		2020		$		%		$		%
Revenue	$	3,709.9	$	2,960.2	$	2,530.6	$	749.7	25.3	%	$	429.6	17.0	%
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	1,222.9		991.6		853.9		231.3		23.3	%	137.7		16.1	%
Selling, general and administrative	1,337.4		943.9		829.7		393.5		41.7	%	114.2		13.8	%
Depreciation and amortization	519.0		377.0		346.8		142.0		37.7	%	30.3		8.7	%
Total operating expenses	$	3,079.3	$	2,312.5	$	2,030.4	$	766.8	33.2	%	$	282.1	13.9	%
Operating income	$	630.5	$	647.7	$	500.3	$	(17.2)	(2.7)	%	$	147.4	29.5	%
Non-operating income and (expense)
Interest expense	$	(230.9)	$	(112.6)	$	(126.2)	$	(118.3)	105.1	%	$	13.7	(10.9)	%
Interest income	4.7		3.4		5.6		1.3		38.2	%	(2.2)		(39.3)	%
Earnings from equity method investments	13.0		12.0		8.9		1.0		8.3	%	3.1		34.8	%
Other income and (expense), net	(30.0)		(49.2)		0.9		19.2		(39.0)	%	(50.1)		nm
Total non-operating income and (expense)	$	(243.3)	$	(146.3)	$	(110.8)	$	(97.0)	66.3	%	$	(35.5)	32.0	%
Income from continuing operations before income taxes	$	387.2	$	501.4	$	389.5	$	(114.2)	(22.8)	%	$	111.9	28.7	%
Provision for income taxes	(119.9)		(130.9)		(83.7)		11.0		(8.4)	%	(47.2)		56.4	%
Income from continuing operations	$	267.3	$	370.5	$	305.7	$	(103.2)	(27.9)	%	$	64.8	21.2	%
Discontinued operations, net of tax	17.4		1,031.7		49.8		(1,014.3)		(98.3)	%	981.9		nm
Net income	$	284.7	$	1,402.2	$	355.6	$	(1,117.5)	(79.7)	%	$	1,046.6	nm
Less: net income attributable to noncontrolling interests	(15.2)		(15.0)		(12.4)		(0.2)		1.3	%	(2.6)		21.0	%
Net income attributable to TransUnion	$	269.5	$	1,387.1	$	343.2	$	(1,117.6)	(80.6)	%	1,043.9		nm

nm: not meaningful

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

~~USIS Segment~~Revenue

For ~~2017, USIS~~2022, revenue increased ~~$159.0~~$749.7 million compared with ~~2016, due to increases in revenue from all platforms including revenue from our acquisitions Auditz and RTech in 2016 and DataLink, eBureau and FactorTrust in 2017.~~

For 2016, USIS revenue increased $120.6 million compared with 2015, due to increases in revenue from all platforms including revenue from our acquisitions of Trustev in 2015 and Auditz and RTech in 2016.

~~Online Data Services. For 2017, online data services revenue increased $95.5 million~~2021, due primarily to a ~~3.6%~~24.4% increase ~~in online credit report unit volume, a change~~from our recent acquisitions in the ~~mix~~U.S. Markets and Consumer Interactive segments and organic growth from new business wins and product initiatives in certain markets, partially offset by macroeconomic weakness in several markets and a decrease of ~~customer volumes which resulted in an increase in average pricing for online credit reports, and an increase due to new product initiatives.~~2.3 % from the impact of foreign currencies.

For ~~2016, online data services~~2021, revenue increased ~~$75.7~~$429.6 million compared with 2020, due primarily to ~~a 4.6% increase~~improving macroeconomic conditions in ~~online credit report unit volume and an increase due to~~all of our markets, revenue from new product ~~initiatives. Also, a change in the mix of products sold resulted in an increase in average pricing for online credit reports.~~

~~Marketing Services~~. For 2017, marketing services revenue increased $27.2 million compared with 2016, due primarily to an organic increase in custom data sets and archive information driven by an increase in demand for our new solutions and batch jobs.

For 2016, marketing services revenue increased $11.6 million compared with 2015, due primarily to an organic increase in custom data sets and archive information driven by an increase in demand for our new solutions and batch jobs.

~~Decision Services. For 2017, decision services revenue increased $36.3 million compared with 2016, due primarily to increases in the healthcare market, including revenue from our recent acquisitions.~~

~~For 2016, decision services revenue increased $33.2 million compared with 2015, due primarily to increases in the healthcare market including~~initiatives, revenue from our recent acquisitions ~~and~~ in the ~~insurance market.~~

~~International Segment~~

For 2017, International revenue increased $48.0 million, or 15.3%, compared with 2016. The increase was due to higher local currency revenue in most regions from increased volumes, the inclusion of revenue from our acquisition of CIFIN in 2016U.S. Markets and byConsumer Interactive segments, and an increase of ~~3.5%~~1.1% from the impact of ~~strengthening~~ foreign currencies.

For 2016, International revenue increased $44.3 million, or 16.4%, compared with 2015. Higher local currency revenue from increased volumes in all regions and the inclusion of revenue from our acquisition of CIFIN as partially offset by a 6.3% decrease in revenue from the impact of weakening foreign currencies.

~~Developed Markets~~. For 2017, developed markets revenue increased $16.9 million, or 15.5%, compared with 2016, due to higher local currency revenue in both regions primarily from increased volumes and an increase of 1.4% from the impact of strengthening foreign currencies, primarily the Canadian dollar.

For 2016, developed markets revenue increased $14.0 million, or 14.7%, compared with 2015, due to higher local currency revenue in both regions partially offset by a 2.8% decrease in revenue from the impact of a weakening Canadian dollar.

~~Emerging Markets~~. For 2017, emerging markets revenue increased $31.1 million, or 15.2%, compared with 2016, due to revenue from our acquisition of CIFIN in 2016 and higher local currency revenue in most regions primarily from increased volumes and an increase of 4.6% from the impact of strengthening foreign currencies, primarily the South African rand, Indian rupee and Brazilian real.

For 2016, emerging markets revenue increased $30.3 million, or 17.4% compared with 2015. Revenue from our acquisition of CIFIN and higher local currency revenue in all regions was partially offset by an 8.2% decrease in revenue from the impact of weakening foreign currencies, primarily the South African rand, Indian rupee and Brazilian real.

~~Consumer Interactive Segment~~

~~For 2017, Consumer Interactive revenue increased $25.0 million compared with 2016, due primarily to an increase in revenue from our indirect channel.~~

For 2016, Consumer Interactive revenue increased $37.3 million, compared with 2015. The increase was due to an increase in both the direct and indirect channels. The increase in the direct channel was driven by an increase in the average number of direct subscribers. The increase in the indirect channel was driven by strong growth the first half of the year, partially offset by a decrease in revenue the second half of the year resulting from lower revenue associated with one of our indirect channel partners that was acquired by a competitor.

Operating Expenses

~~Operating expenses for the periods reported were as follows:~~

Change
Twelve months ended December 31, 2017 vs. 2016 2016 vs. 2015
(dollars in millions) 2017 2016 2015 $ % $ %
Cost of services $ 645.7
$ 579.1
$ 531.6
$ 66.6
11.5 % $ 47.5

8.9 %
Selling, general and administrative 585.4
560.1
499.7
25.3
4.5 % 60.4
12.1 %
Depreciation and amortization 238.0
265.2
278.4
(27.2 ) (10.2 )% (13.2 ) (4.8 )%
Total operating expenses $ 1,469.1
$ 1,404.4
$ 1,309.7
$ 64.7
4.6 % $ 94.7
7.2 %

Cost of Services

For ~~2017,~~2022, cost of services increased ~~$66.6~~$231.3 million compared with ~~2016.~~2021. The increase was due primarily to:

• operating and integration-related costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;

• an increase in costs from our accelerated technology investment;

• an increase in organic product costs resulting from the increase in revenue in our U.S. Markets and International segments in the period; and

• an increase in labor costs, including an increase in stock-based compensation, primarily in our International segment, as we continue to invest in key strategic growth initiatives;

partially offset by,

•the impact of foreign currencies on our international operations.

For 2021, cost of services increased $137.7 million compared with 2020. The increase was due primarily to:

•an increase in product costs resulting from the increase in revenue, primarily in our ~~USIS~~U.S. Markets segment;

•operating and integration-related costs relating to the business acquisitions in our U.S. Markets and Consumer Interactive segments;

•an increase in labor costs, primarily in our ~~USIS and~~ International ~~segments,~~segment, as we continue to invest in key strategic growth initiatives;

~~operating~~•an increase in costs ~~related to~~from our ~~recent acquisitions in our USIS~~accelerated technology investment; and ~~International segments; and~~

•the impact of strengthening foreign currencies on the expenses of our International ~~segment,~~segment.

~~partially offset by:~~

~~savings enabled by our technology transformation~~Selling, General and ~~other key productivity initiatives; and~~

~~a decrease in product costs from a favorable shift in the mix of revenue in our Consumer Interactive segment.~~

Administrative

For ~~2016, cost of services~~2022, selling, general and administrative expenses increased ~~$47.5~~$393.5 million compared with ~~2015.~~2021. The increase was due primarily to:

•operating and integration-related costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;

• an increase for certain legal and regulatory expenses;

• an increase in labor costs, as we continue to invest in key strategic growth ~~initiative;~~initiatives; and

•an increase in ~~product costs resulting from~~travel and entertainment expenses due to increased travel following the ~~increase in revenue,~~easing of COVID-19 travel restrictions, primarily in our ~~USIS segment; and~~

~~operating costs related to our recent acquisitions in our USIS~~U.S. Markets and International segments,

partially offset by:

• a decrease in ~~product costs~~incentive compensation due to lower financial performance;

• a decrease in advertising expense, primarily in our Consumer Interactive ~~segment associated with one of our indirect channel partners being acquired by a competitor;~~

~~savings enabled by our technology transformation and other key productivity initiatives;~~segment; and

• the impact of ~~weakening~~ foreign currencies on the expenses of our International segment.

~~Selling, General and Administrative~~

For ~~2017,~~2021, selling, general and administrative expenses increased ~~$25.3~~$114.2 million compared with ~~2016.~~2020. The increase was due primarily to:

•an increase in labor costs ~~primarily~~across all segments and Corporate, including an increase in ~~our USIS~~incentive and ~~International segments,~~stock-based compensation due to improved performance, as we continue to invest in key strategic growth ~~initiatives,~~initiatives;

•operating and ~~higher stock-based compensation;~~integration-related costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;

•an increase in costs from our accelerated technology investment; and

•the impact of strengthening foreign currencies on the expenses of our International ~~segment; and~~

~~operating costs relating to our acquisitions in our USIS and International segments,~~segment,

partially offset by:

•a decrease in ~~litigation~~costs for certain legal and regulatory matters; and

•a decrease in bad debt expense, ~~in Corporate as a result of recording the settlement with the CFPB in 2016; and~~

~~the benefit of focusing our marketing spend on more efficient channels in our Consumer Interactive.~~

~~For 2016, selling, general and administrative expenses increased $60.4 million compared with 2015. The increase was due primarily to:~~

~~an increase in litigation expense in Corporate due primarily to $19.4 million for the settlement with the CFPB and related costs;~~

~~an increase in advertising costs primarily in our Consumer Interactive segment;~~

~~an increases in labor costs, primarily in our USIS segment and in Corporate, attributed to higher incentive and stock-based compensation and an increase in headcount~~ as we ~~continue to invest in key strategic growth initiatives; and~~

~~operating costs related to our recent acquisitions in our USIS and International segments,~~

~~partially offset by:~~

have reversed reserves that were recorded at the ~~impact~~beginning of ~~weakening foreign currencies on~~ the ~~expenses of our International segment.~~COVID-19 pandemic.

Depreciation and amortization

For ~~2017,~~2022, depreciation and amortization ~~decreased $27.2~~increased $142.0 million compared with ~~2016,~~2021, due primarily ~~in our USIS segment, due~~ to ~~the useful lives of certain USIS internal-use software and equipment assets ending June 30, 2016,~~an increase in ~~conjunction with our strategic initiative to transform our technology platform. The decrease related to these technology assets was partially offset by additional~~ depreciation and amortization from ~~the new capital expenditures related to our technology transformation initiative and from assets acquired with~~ our recent ~~business acquisitions.~~acquisitions of tangible and intangible assets.

For ~~2016,~~2021, depreciation and amortization ~~decreased $13.2~~increased $30.3 million compared with ~~2015,~~2020, due primarily to recent acquisitions of tangible and intangible assets.

Non-Operating Income and (Expense)

Interest expense

On December 1, 2021, we borrowed $3,100.0 of additional debt under our Senior Secured Credit Facility to fund the acquisition of Neustar. In addition, 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”) which was 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.

The interest rate on our debt is variable and based on LIBOR. Approximately 70% of this debt is hedged with interest rate swaps.

These factors impact the comparability of interest expense between periods. Our future interest expense could be materially impacted by changes in our ~~USIS segment, due~~variable interest rates to the ~~useful lives~~extent our variable rate debt is not hedged, additional borrowings, or additional prepayments. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 12, “Debt,” for additional information about our debt.

For the twelve months ended December 31, 2022, interest expense increased $118.3 million compared with 2021. For the twelve months ended December 31, 2021, interest expense decreased $13.7 million compared with 2020. The increase in interest expense for 2022 is due primarily to additional borrowings of ~~certain USIS internal-use software~~$3,100.0 million under our Senior Secured Credit Facility to fund the acquisition of Neustar on December 1, 2021, and ~~equipment assets ending June 30, 2016,~~the impact of an increase in ~~conjunction with~~the average interest rate. The decrease in interest expense for 2021 was due primarily to the impact of a decrease in our ~~strategic initiative to transform~~average interest rate and a decrease in our ~~technology platform,~~average outstanding principal balance, partially offset by ~~additional depreciation~~expenses attributable to new borrowings and ~~amortization from recent capital expenditures related to our technology transformation initiative~~early prepayments late in the year.

Other income and ~~from assets acquired with our recent business acquisitions.~~(expense), net

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


							Change
	Twelve months ended December 31,						2022 vs. 2021				2021 vs. 2020
( in millions)	2022		2021		2020		$		%		$		%
Other income and (expense), net:
Acquisition fees	$	(23.7)	$	(48.1)	$	(7.0)	$	24.4	(50.7)	%	$	(41.1)	nm
Loan fees	(11.0)		(19.6)		(2.0)		8.6		(43.9)	%	(17.6)		nm
Other income (expense), net	4.7		18.5		9.9		(13.8)		74.7	%	8.7		(87.5)	%
Total other income and (expense), net	$	(30.0)	$	(49.2)	$	0.9	$	19.2	(39.0)	%	$	(50.1)	nm

~~Operating Income and Operating Margins~~

Change
Twelve months ended December 31, 2017 vs. 2016 2016 vs. 2015
(dollars in millions) 2017 2016 2015 $ % $ %
Gross operating income by segment:
USIS operating income $ 313.0
$ 203.5
$ 130.5
$ 109.5
53.8 % $ 73.0
55.9 %
International operating income 58.2
49.8
21.2
8.5
17.0 % 28.6
135.0 %
Consumer Interactive operating income 198.4
168.9
137.2
29.6
17.5 % 31.6
23.1 %
Corporate operating loss (104.9 ) (121.6 ) (91.8 ) 16.7
13.7 % (29.8 ) (32.4 )%
Total operating income $ 464.7
$ 300.5
$ 197.1
$ 164.2
54.6 % $ 103.5
52.5 %

Intersegment operating income eliminations:
USIS $ (57.6 ) $ (55.5 ) $ (52.4 ) $ (2.1 ) (3.7 )% $ (3.1 ) (6.0 )%
International (3.5 ) (3.0 ) (1.9 ) (0.6 ) (18.6 )% (1.0 ) (53.6 )%
Consumer Interactive 61.1
58.5
54.4
2.6
4.5 % 4.2
7.6 %
Corporate —
—
—
—
— % —
— %
Total eliminations $ —
$ —
$ —
$ —
$ —

Operating margin
USIS 26.0 % 19.5 % 14.1 % 6.5 % 5.4 %
International 16.1 % 15.9 % 7.9 % 0.2 % 8.0 %
Consumer Interactive 45.9 % 41.5 % 37.1 % 4.4 % 4.4 %
Total operating margin 24.0 % 17.6 % 13.1 % 6.4 % 4.5 %
nm: not meaningful

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

~~For 2017, consolidated operating income increased $164.2 million due primarily to:~~

~~an increase in revenue in all of our segments, including revenue from recent acquisitions;~~

~~a decrease in depreciation and amortization primarily in our USIS segment;~~

~~a decrease in litigation expense in Corporate as a result of recording the settlement with the CFPB in 2016;~~

~~savings enabled by our technology transformation and other key strategic growth initiatives;~~

~~a decrease in product costs from a favorable shift in the mix of revenue in our Consumer Interactive segment; and~~

~~the benefit of focusing our marketing spend on more efficient channels in our Consumer Interactive segment,~~

~~partially offset by:~~

~~an increase in labor costs, primarily in our USIS and International segments, as we continue to invest in key strategic growth initiatives and higher stock-based and incentive compensation;~~

~~an increase in product costs in our USIS segment due to the increase in revenue; and~~

~~operating costs from our acquisitions in our USIS and International segments.~~

For 2017, margins for the USIS segment increased due to the increase in revenue, the decrease in depreciation and amortization, and savings enabled by our technology transformation, partially offset by the increase in compensation costs, product costs and operating costs from our recent acquisitions. Margins for the International segment increased slightly due primarily to the increases in revenue and cost savings from our key productivity initiatives. Margins for the Consumer Interactive segment increased due to the increase in revenue, decrease in product costs from a favorable shift in the mix of revenue and more efficient marketing spend.

~~For 2016, consolidated operating income increased $103.5 million due primarily to:~~

~~the increase in revenue in all segments, including revenue from the recent acquisitions; and~~

~~the decrease in depreciation and amortization, primarily in our USIS segment,~~

~~partially offset by:~~

an increase in labor costs, primarily in our USIS and International segments and in Corporate, attributed to higher incentive and stock-based and other compensation costs and an increase in headcount as we continue to invest in key strategic initiatives growth initiatives;

~~an increase in litigation expense in Corporate due to $19.4 million for the settlement with CFPB and related costs;~~

~~operating costs related to our recent acquisitions in our USIS and International segments;~~

~~an increase in advertising costs primarily in our Consumer Interactive segment;~~

~~an increase in product costs, primarily in our USIS segment, resulting from the increase in revenue; and~~

~~the impact of weakening foreign currencies on the 2016 results of our International segment.~~

For 2016, margins for the USIS segment increased due to the increase in revenue, savings enabled by our technology transformation and the decrease in depreciation and amortization, partially offset by the increase in compensation costs and the increase in operating expenses from the recent acquisitions. Margins for the International segment increased due primarily to the increases in revenue and cost savings from our key productivity initiatives. Margins for the Consumer Interactive segment increased due to the increase in revenue and decrease in product costs, partially offset by the increase in advertising costs.

~~Non-Operating Income and Expense~~

Change
Twelve months ended December 31, 2017 vs. 2016 2016 vs. 2015
(dollars in millions) 2017 2016 2015 $ % $ %
Interest expense $ (87.6 ) $ (85.5 ) $ (134.2 ) $ (2.1 ) (2.4 )% $ 48.7
36.3 %
Interest income 5.5
4.6
3.8
0.8
18.2 % 0.8
22.2 %
Earnings from equity method investments 9.1
8.6
8.8
0.5
5.4 % (0.2 ) (2.7 )%
Other income and expense, net:
Acquisition fees (8.3 ) (17.6 ) (5.8 ) 9.2
52.7 % (11.7 ) nm
Loan Fees (11.9 ) (1.4 ) (39.0 ) (10.5 ) nm
37.6
96.4 %
Dividends from cost method investments 1.0
0.9
0.8
0.1
12.2 % 0.1
6.9 %
Other income (expense), net 0.1
(4.7 ) (4.9 ) 4.8
102.4 % 0.2
3.7 %
Total other income and expense, net (19.2 ) (22.8 ) (48.9 ) 3.7
16.0 % 26.1
53.4 %
Non-operating income and expense $ (92.2 ) $ (95.1 ) $ (170.5 ) $ 2.9
3.0 % $ 75.4
44.2 %

~~nm: not meaningful~~

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

~~For 2017, interest expense increased $2.1 million compared with 2016 due primarily to an increase in the average outstanding principal balance.~~

For 2016, interest expense decreased $48.7 million compared with 2015 as a result of changes to our outstanding debt. The decrease in interest expense from redeeming our 9.625% and 8.125% Senior Notes in 2015 was partially offset by additional interest expense resulting from the increase in the average outstanding principal balance of the senior secured credit facility in 2016 compared with 2015. Our 9.625% and 8.125% Senior Notes were redeemed on July 15, 2015, using the net proceeds from our initial public offering (“IPO”), along with $350.0 million borrowings from the Senior Secured Term Loan A. During 2016 we borrowed additional funds against our senior secured credit facility.Acquisition fees

Acquisition fees represent costs we have incurred for various acquisition-related ~~efforts. For 2017, acquisition fees included~~efforts, and include costs related to our ~~acquisition~~acquisitions of ~~DataLink, eBureau~~Argus in 2022, Neustar and ~~FactorTrust,~~Sontiq in 2021; and Tru Optik and Signal Digital in 2020, as well as costs of our other acquisition efforts.

~~For 2016, acquisition fees included costs related to our acquisition of CIFIN, Auditz and RTech, and costs of other acquisition efforts.~~

~~For 2015, acquisition fees included costs related to our acquisition of Trustev and costs of other acquisition efforts.~~

~~Loan fees were impacted by the 2017 and 2015 refinancing transactions.~~ See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note ~~10, “Debt,~~2, “Business Acquisitions,” for additional ~~information.~~information about our acquisition-related efforts.

Loan fees

For ~~2017,~~2022, loan fees included ~~$10.5~~$9.3 million of ~~refinancing~~financing fees and other net costs expensed as a result of ~~refinancing~~ our ~~Senior Secured~~repayment of our Second Lien Term Loan ~~in January 2017~~ and ~~August 2017.~~

the partial repayment of our other Term Loans. For ~~2015,~~2021, loan fees included ~~$33.8~~$17.9 million of financing fees ~~due to the early redemption of our 9.625% and 8.125% Senior Notes and $3.8 million from the refinance of our senior secured credit facility in June of 2015.~~

For 2017, other income (expense), net included $1.7 million of fees incurred in connection with secondary offerings of shares of TransUnion common stock by certain of our stockholders, $0.6 million of other income and expense and a $(2.2) million currency remeasurement gain.

For 2016, other income (expense), net included $2.7 million of fees connected to the filing of secondary registration statements filed on behalf of certain stockholders, a $2.0 million loss on the impairment of a cost method investment, a $(0.3) million currency remeasurement gain, a $0.5 million loss on a swap that no longer qualifies for hedge accounting and other ~~income and expenses.~~

~~For 2015, other income (expense),~~ net ~~included a $3.6 million currency remeasurement loss, a $0.8 million loss on a swap that no longer qualifies for hedge accounting, and other income and expenses.~~

~~Provision for Income Taxes~~

For 2017, we reported a negative 21.2% effective tax rate, which is lower than the 35.0% U.S. federal statutory rate due primarily to the one-time benefit resulting from enactment of the Act in December 2017 and the excess tax benefits on stock-based compensation that is now recorded to income tax expense due to our adoption of ASU 2016-09 on January 1, 2017. See Note 13, “Income Tax,” for additional information on the impact of the Act and Note 1, “Significant Accounting Policies,” for additional information on the impact of adopting ASU 2016-09.

For 2016, we reported a 36.0% effective tax rate, which is higher than the 35.0% U.S. federal statutory rate due primarily to increases resulting from changes to our state tax assumptions and tax on our foreign earnings that are not considered permanently reinvested outside the United States, partially offset by decreases resulting from the impact of international restructuring and Internal Revenue Code Section 199 Domestic Productions Activities Deduction and Research and Development tax credits.

For 2015, we reported a 42.4% effective tax rate, which is higher than the 35.0% U.S. federal statutory rate due primarily to tax on our foreign earnings that are not considered permanently reinvested outside the United States, partially offset by a favorable foreign tax rate differential and a credit to deferred state tax expense for changes in state tax rates.

~~Significant Changes in Assets and Liabilities~~

~~The increase in goodwill and gross other intangible assets as of December 31, 2017, compared with December 31, 2016, included $175.6 million and $149.7 million, respectively,~~costs expensed as a result of ~~purchase accounting entries~~our repayment of our Second Lien Term Loan and ~~adjustments for entities acquired in 2016 and 2017. The decrease in deferred taxes as~~the partial repayment of ~~December 31, 2017, compared with December 31, 2016 is due primarily to the one-time impacts from enactment of the Act in December 2017.~~our other Term Loans. For 2020, loan fees were not

significant. See ~~“Recent Developments” above and~~ Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note ~~4, “Goodwill,~~12, “Debt,” ~~Note 5, Intangible Assets,” and note 13, “Income Taxes”~~ for additional ~~information.~~information about our debt.

Other income (expense), net

Includes currency remeasurement gains and losses, dividends received from Cost Method investments, gains and losses on Cost Method investments, if any, and other miscellaneous non-operating income and expense items, including net recoveries from a fraud incident that occurred in July 2019 in our Asia Pacific region.

Provision for Income Taxes

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.

For 2020, we reported a 21.5% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to an increase in state taxes, valuation allowances on foreign tax credit carryforwards, and uncertain tax positions including related interest and penalties, partially offset by excess tax benefits on stock based compensation and foreign taxes in jurisdictions which have tax rates lower than the U.S. federal corporate statutory rate.

Segment Results of Operations—Twelve Months Ended December 31, 2022, 2021 and 2020:

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, 2022, 2021 and 2020, our segment revenue and adjusted EBITDA were as follows:

For the twelve months ended December 31, 2022, 2021 and 2020, these key performance indicators were as follows:

Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment


										Change
	Twelve months ended December 31,									2022 vs. 2021				2021 vs. 2020
(dollars in millions)	2022			2021			2020			$		%		$		%
Revenue:
U.S. Markets gross revenue
Financial Services	$	1,255.1		$	1,090.0		$	939.6		$	165.1	15.1	%	$	150.4	16.0	%
Emerging Verticals	1,192.1			701.0			571.1			491.1		70.1	%	129.9		22.7	%
U.S. Markets gross revenue	$	2,447.3		$	1,791.0		$	1,510.7		$	656.3	36.6	%	$	280.3	18.6	%

International:
Canada	$	128.2		$	126.9		$	108.0		$	1.2	1.0	%	$	19.0	17.6	%
Latin America	112.9			103.2			86.5			9.7		9.4	%	16.7		19.3	%
UK	203.0			216.5			183.1			(13.5)		(6.2)	%	33.4		18.2	%
Africa	61.7			59.5			49.0			2.2		3.7	%	10.5		21.4	%
India	174.2			133.1			100.0			41.1		30.9	%	33.1		33.1	%
Asia Pacific	75.9			62.7			56.2			13.2		21.1	%	6.5		11.6	%
International gross revenue	$	755.9		$	701.9		$	582.7		$	54.0	7.7	%	$	119.2	20.5	%

Consumer Interactive gross revenue	$	585.3		$	545.8		$	513.1		$	39.5	7.2	%	$	32.7	6.4	%

Total gross revenue	$	3,788.4		$	3,038.7		$	2,606.5		$	749.8	24.7	%	$	432.2	16.6	%
Intersegment revenue eliminations	(78.6)			(78.4)			(75.9)			(0.1)		nm		(2.5)		nm
Total revenue as reported	$	3,709.9		$	2,960.2		$	2,530.6		$	749.6	25.3	%	$	429.6	17.0	%

Adjusted EBITDA:
U.S. Markets	$	870.6		$	715.6		$	593.9		$	155.0	21.7	%	$	121.7	20.5	%
International	329.3			300.1			219.8			29.2		9.7	%	80.3		36.5	%
Consumer Interactive	282.3			263.1			247.6			19.2		7.3	%	15.5		6.3	%

Adjusted EBITDA margin:
U.S. Markets	35.6		%	40.0		%	39.3		%			(4.4)	%			0.7	%
International	43.6		%	42.8		%	37.7		%			0.8	%			5.1	%
Consumer Interactive	48.2		%	48.2		%	48.3		%			—	%			(0.1)	%

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 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.

For 2021, U.S. Markets revenue increased $280.3 million, compared with the same period in 2020, due primarily to increases in revenue in both verticals including revenue from our acquisition of Neustar in December 2021.

Financial Services: For 2022, Financial Services revenue increased $165.1 million 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. We anticipate interest rates will remain high and continue to impact our Financial Services business.

For 2021, Financial Services revenue increased $150.4 million due primarily to improvements in macroeconomic conditions and new product initiatives in our consumer lending, card and banking, and auto lines of business and revenue from our acquisition of Neustar, partially offset by a decrease in revenue in our mortgage line of business as volumes have declined due to rising interest rates.

Emerging Verticals: For 2022, Emerging Verticals revenue increased $491.1 million, 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.

For 2021, Emerging Verticals revenue increased $129.9 million due primarily to improving macroeconomic conditions in most of our verticals, revenue from new product initiatives, and an increase from our acquisition of Neustar. Every vertical had an increase in revenue during the year, except Services and Collections, which was down slightly. Our recent acquisitions accounted for an increase in revenue of 12.0%.

Adjusted EBITDA Margin

For 2022, Adjusted EBITDA margins for the U.S. Markets segment decreased 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

For 2021, Adjusted EBITDA margins for the U.S. Markets segment increased due primarily to an increase in revenue and improving market conditions in both of our verticals and a decrease in bad debt expense, partially offset by an increase in product costs resulting from the increase in revenue and an increase in incentive compensation due to improved performance.

International Segment

Revenue

For 2022, International revenue increased $54.0 million, or 7.7%, compared with 2021, due primarily to higher local currency revenue in all regions from increased volumes, which resulted from improving economic conditions and from new product initiatives, and a decrease of 7.3% from the impact of foreign currencies.

For 2021, International revenue increased $119.2 million, or 20.5%, compared with 2020, due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives, and an increase of 4.5% from the impact of foreign currencies.

Canada: 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 in revenue of 3.8% from the impact of foreign currencies, and revenue earned from a significant breach contract in the prior year.

For 2021, Canada revenue increased $19.0 million, or 17.6%, compared with 2020. The increase was due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives and an increase of 7.7% from the impact of foreign currencies.

Latin America: 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.

For 2021, Latin America revenue increased $16.7 million, or 19.3%, compared with 2020. The increase was due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives, partially offset by a decrease of 1.4% from the impact of foreign currencies.

United Kingdom: For 2022, United Kingdom revenue decreased $13.5 million, or 6.3%, compared with 2021. The decrease is primarily driven by a 10.3% impact from foreign currencies. Excluding the impact of foreign currency, local currency revenue increased due to an expansion of key product offerings despite the impact of a one-time contract in the prior year.

For 2021, United Kingdom revenue increased $33.4 million, or 18.2%, compared with 2020. The increase was due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives and an increase of 7.9% from the impact of foreign currencies.

Africa: For 2022, Africa revenue increased $2.2 million, or 3.8%. 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.

For 2021, Africa revenue increased $10.5 million, or 21.4%. The increase was due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives, and an increase of 10.3% from the impact of foreign currencies.

India: For 2022, India revenue increased $41.1 million, or 30.9%, due primarily to higher local currency revenue from growth in consumer lending and card issuance fueled by consumers who continue to spend despite rising inflation, partially offset by a decrease of 8.4% from the impact of foreign currencies.

For 2021, India revenue increased $33.1 million, or 33.1%, due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives, and an increase of 0.1% from the impact of foreign currencies.

Asia Pacific: 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.

For 2021, Asia Pacific revenue increased $6.5 million, or 11.6%, due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives, partially offset by a decrease of 0.2% from the impact of foreign currencies.

Adjusted EBITDA Margin

For 2022, Adjusted EBITDA margins for the International segment increased due primarily to increase in local currency revenue and improving market conditions in most of our regions, partially offset by an increase in labor costs.

For 2021, Adjusted EBITDA margins for the International segment increased due primarily to an increase in revenue and improving market conditions in all of our regions and a decrease in bad debt expense, partially offset by an increase in product costs resulting from the increase in revenue and an increase in incentive compensation due to improved performance.

Consumer Interactive Segment

Revenue

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 recent 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 have significantly reduced consumer demand for our paid credit products.

For 2021, Consumer Interactive revenue increased $32.7 million, or 6.4%, compared with 2020, due primarily to an increase in revenue from both our direct and indirect channels including revenue from our acquisition of Sontiq. In

our indirect channel, revenue increased due primarily to a large breach services contract which was recognized in the second half of 2021.

Adjusted EBITDA Margin

For 2022 and 2021, Adjusted EBITDA margins for the Consumer Interactive were relatively consistent compared to 2021 and 2020, respectively.

Non-GAAP measures—Twelve Months Ended December 31, 2022, 2021 and 2020:

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 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 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 of directors 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.

We define Consolidated Adjusted EBITDA as net income (loss) attributable to TransUnion, less discontinued operations, net of tax, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, including Neustar integration-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income). We define Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.

We define Adjusted Net Income as net income (loss) attributable to TransUnion, less discontinued operations, net of tax, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, including Neustar integration-related expenses, plus certain accelerated technology investment expenses, plus (less) certain other expenses (income), plus amortization of certain intangible assets, plus or minus the total adjustment for income taxes included in our Adjusted Provision for Income Taxes. We define Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding. We define Adjusted Provision for Income Taxes as our provision for income taxes, plus or minus the tax impact on the adjustment included in Adjusted Net Income, plus or minus the impact of excess tax benefits for share compensation, plus or minus other items that relate to prior periods such as valuation allowance changes, deferred tax rate and return to provision adjustments, and other unusual items that are included in our provision for income taxes. We define Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted Net Income.

We define 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, 2022, 2021 and 2020, these non-GAAP measures were as follows:

Adjusted EBITDA and Adjusted EBITDA Margin:


	Twelve Months Ended									Change
	December 31,									2022 vs. 2021				2021 vs. 2020
(dollars in millions)	2022			2021			2020			$		%		$		%
Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA:
Net income attributable to TransUnion	$	269.5		$	1,387.1		$	343.2		$	(1,117.7)	nm		$	1,043.9	nm
Discontinued operations	(17.4)			(1,031.7)			(49.8)			1,014.3		nm		(981.8)		nm
Net income from continuing operations attributable to TransUnion	$	252.1		$	355.5		$	293.4		$	(103.3)	(29.1)	%	$	62.1	21.2	%
Net interest expense	226.2			109.2			120.6			117.1		nm		(11.5)		(9.5)	%
Provision (benefit) for income taxes	119.9			130.9			83.7			(11.0)		(8.4)	%	47.1		56.3	%
Depreciation and amortization	519.0			377.0			346.8			142.0		37.7	%	30.3		8.7	%
EBITDA	$	1,117.3		$	972.5		$	844.5		$	144.7	14.9	%	$	128.0	15.2	%
Adjustments to EBITDA:
Stock-based compensation1	81.1			70.1			45.9			11.0		15.6	%	24.3		52.8	%
Mergers and acquisitions, divestitures and business optimization2	50.7			52.6			8.5			(1.8)		(3.4)	%	44.1		nm
Accelerated technology investment 3	51.4			42.3			19.3			9.1		21.5	%	23.0		nm
Net other4	46.1			19.4			35.5			26.7		nm		(16.1)		(45.4)	%
Total adjustments to EBITDA	$	229.3		$	184.4		$	109.1		$	44.9	24.4	%	$	75.2	68.9	%
Consolidated Adjusted EBITDA	$	1,346.5		$	1,156.9		$	953.6		$	189.7	16.4	%	$	203.2	21.3	%

Net income attributable to TransUnion margin	7.3		%	46.9		%	13.6		%			(39.6)	%			33.3	%
Consolidated Adjusted EBITDA margin5	36.3		%	39.1		%	37.7		%			(2.8)	%			1.4	%

nm: not meaningful

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

1.Consisted of stock-based compensation and cash-settled stock-based compensation.

2.For the twelve months ended December 31, 2022, consisted of the following adjustments: $33.1 million of Neustar integration costs; $23.7 million of acquisition expenses; $4.6 million loss on the impairment of a Cost Method investment; $(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 a $(0.6) million adjustment to the fair value of a put option liability related to a minority investment.

For the twelve months ended December 31, 2021, consisted of the following adjustments: $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a $(12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment.

For the twelve months ended December 31, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; $7.0 million of acquisition expenses; a $4.8 million loss on the impairment of a Cost Method investment; $1.7 million of adjustments to contingent consideration expense from previous acquisitions; an ($8.1) million remeasurement gain on notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a ($1.8) million gain on the disposal

of assets of a small business in our United Kingdom region; and a ($0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.

3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.

4.For the twelve months ended December 31, 2022, consisted of the following adjustments: $28.4 million for certain legal and regulatory expenses; $9.3 million of deferred loan fees written off as a result of the prepayments on our debt; a $6.3 million net loss from currency remeasurement of our foreign operations; $1.9 million of loan fees and of other.

For the twelve months ended December 31, 2021, consisted of the following adjustments: $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and a $3.7 million net loss from currency remeasurement of our foreign operations, loan fees and other.

For the twelve months ended December 31, 2020, consisted of the following adjustments: $34.7 million for certain legal and regulatory expenses; $0.9 million of deferred loan fees written off as a result of the prepayments on our debt; a $(1.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and $1.4 million net loss from currency remeasurement of our foreign operations, loan fees and other.

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

Consolidated Adjusted EBITDA

For 2022, consolidated Adjusted EBITDA increased $189.7 million due primarily to:

•an increase in Adjusted EBITDA from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;

• organic Adjusted EBITDA growth;

• a decrease in incentive compensation due to lower financial performance; and

• a decrease in advertising expense, primarily in our Consumer Interactive segment,

partially offset by:

• an increase in labor costs as we continue to invest in key strategic growth initiatives;

•an increase for certain legal and regulatory expenses; and

•an increase 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.

Adjusted EBITDA margin decreased in 2022 due primarily to lower margins from our recent acquisitions.

For 2021, consolidated Adjusted EBITDA increased $203.2 million due primarily to:

•an increase in Adjusted EBITDA from improving macroeconomic conditions in all of our markets;

•a decrease in costs for certain legal and regulatory matters; and

•a decrease in bad debt expense, as we have reversed reserves that were recorded at the beginning of the COVID-19 pandemic,

partially offset by:

•an increase in labor costs across all segments and Corporate, including an increase in incentive compensation due to improved performance; and

•operating and integration-related costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments.

Adjusted EBITDA margin increased in 2021 due primarily to increase in revenue and improving market conditions.

Adjusted Net Income, Adjusted EPS


	Twelve Months Ended						Change
	December 31,						2022 vs. 2021					2021 vs. 2020
(dollars in millions)	2022		2021		2020			$		%			$		%
Reconciliation of net income attributable to TransUnion to Adjusted Net Income:
Net income attributable to TransUnion	$	269.5	$	1,387.1	$	343.2		$	(1,117.6)	nm			$	1,043.9	nm

Discontinued operations, net of tax	(17.4)		(1,031.7)		(49.8)			1,014.3		nm			(981.9)		nm
Income from continuing operations attributable to TransUnion	$	252.1	$	355.5	$	293.4		$	(103.4)	(29.1)	%		$	62.1	21.2	%
Adjustments before income tax items:
Stock-based compensation1	81.1		70.1		45.9			11.0		15.7	%		24.2		52.7	%
Mergers and acquisitions, divestitures and business optimization2	50.7		52.6		8.5			(1.9)		(3.6)	%		44.10		nm
Accelerated technology investment3	51.4		42.3		19.3			9.1		21.5	%		23.0		nm
Net other4	44.3		17.7		34.1			26.6		nm			(16.4)		(48.1)	%
Amortization of certain intangible assets5	306.7		189.3		181.2			117.4		62.0	%		8.1		4.5	%
Total adjustments before income tax items	$	534.2	$	372.0	$	288.9		$	162.2	43.6	%		$	83.1	28.8	%
Change in provision for income taxes	$	(86.2)	$	(62.9)	$	(68.2)		$	(23.3)	37.0	%		$	5.3	(7.8)	%
Adjusted Net Income	$	700.1	$	664.5	$	514.1		$	35.6	5.4	%		$	150.4	29.3	%

Weighted-average shares outstanding:
Basic	192.5		191.4		189.9			nm		nm			nm		nm
Diluted	193.1		193.0		192.2			nm		nm			nm		nm

Adjusted Earnings per Share:
Basic	$	3.64	$	3.47	$	2.71		$	0.17	4.9	%		$	0.76	28.0	%
Diluted	$	3.62	$	3.44	$	2.67		$	0.18	5.2	%		$	0.77	28.8	%


	Twelve Months Ended December 31,
	2022		2021		2020






















Reconciliation of diluted earnings per share from net income attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
Net income attributable to TransUnion	$	1.40	$	7.19	$	1.79
Discontinued operations, net of tax	(0.09)		(5.35)		(0.26)
Income from continuing operations attributable to TransUnion	$	1.31	$	1.84	$	1.53
Adjustments before income tax items:
Stock-based compensation1	0.42		0.36		0.24
Mergers and acquisitions, divestitures and business optimization2	0.26		0.27		0.04
Accelerated technology investment3	0.27		0.22		0.10
Net other4	0.23		0.09		0.18
Amortization of certain intangible assets5	1.59		0.98		0.94
Total adjustments before income tax items	$	2.77	$	1.93	$	1.50
Change in provision for income taxes	$	(0.45)	$	(0.33)	$	(0.35)
Adjusted Diluted Earnings per Share	$	3.62	$	3.44	$	2.67

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

1.Consisted of stock-based compensation, including amounts which are cash settled.

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

For the twelve months ended December 31, 2022, $33.1 million of Neustar integration costs; $23.7 million of acquisition expenses; $4.6 million loss on the impairment of a Cost Method investment; $(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 a $(0.6) million adjustment to the fair value of a put option liability related to a minority investment.

For the twelve months ended December 31, 2021, $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment.

3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.

4.Net other consisted of the following adjustments:

For the twelve months ended December 31, 2022, a $28.4 million net increase in certain legal and regulatory expenses; $9.3 million of deferred loan fees written off as a result of the prepayments on our debt; and a $6.6 million net loss from currency remeasurement of our foreign operations and other.

For the twelve months ended December 31, 2021, $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and $2.0 million of net other consisting of net losses from currency remeasurement of our foreign operations and other.

For the twelve months ended December 31, 2020, consisted of the following adjustments: $34.7 million for certain legal expenses; $0.9 million of deferred loan fees written off as a result of the prepayments on our debt; a $(1.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and $1.4 million net loss from currency remeasurement of our foreign operations, loan fees and other.

5.Consisted 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.

Adjusted Net Income

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.

For 2021, the increase in Adjusted Net Income was due to organic growth as result of improving macroeconomic conditions.

Adjusted Provision for Income Taxes and Effective Tax Rate


	Twelve Months Ended December 31,
	2022			2021			2020
Income from continuing operations before income taxes	$	387.2		$	501.4		$	389.5
Total adjustments before income tax items from Adjusted Net Income table above	534.2			372.0			288.9
Noncontrolling interest portion of Adjusted Net Income adjustments	—			(2.0)			(0.7)
Adjusted income from continuing operations before income taxes	$	921.4		$	871.4		$	677.7

Reconciliation of provision for income taxes to Adjusted Provision for Income Taxes
Provision for income taxes	$	(119.9)		$	(130.9)		$	(83.7)
Adjustments for income taxes:
Tax effect of above adjustments 1	(116.8)			(69.4)			(67.1)
Eliminate impact of excess tax benefits for stock-based compensation	(5.0)			(10.8)			(25.3)
Other 2	35.6			17.3			24.2
Total adjustments for income taxes	$	(86.2)		$	(62.9)		$	(68.2)
Adjusted Provision for Income Taxes	$	(206.1)		$	(193.8)		$	(151.9)

Effective tax rate	31.0		%	26.1		%	21.5		%
Adjusted Effective Tax Rate	22.4		%	22.2		%	22.4		%

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

1.Tax rates used to calculate the tax expense impact are based on the nature of each item.

2.For the twelve months ended December 31, 2022, $25.7 million of valuation allowances related to prior periods; $6.7 million of deferred tax rate adjustments; $(0.3) million of return to provision and audit adjustments related to prior periods; $3.6 million of other adjustments.

For the twelve months ended December 31, 2021, $29.3 million of deferred tax rate adjustments; $(5.4) million of return to provision and audit adjustments related to prior periods; $(4.5) million of valuation allowances; and $(2.1) million of other adjustments.

For the twelve months ended December 31, 2020, $13.0 million of valuation allowances related to prior periods; $6.7 million of uncertain tax positions related to prior periods, $1.7 million of return to provision and audit adjustments related to prior periods; $1.3 million of deferred tax rate adjustments; and $1.5 million of other adjustments.

Adjusted Provision for Income Taxes

We reported an adjusted tax rate of 22.4%, 22.2%, and 22.4%, for 2022, 2021, and 2020, 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 benefits from the research and development credit and foreign taxes in jurisdictions which have tax rates lower than the U.S. federal corporate statutory rate.

Leverage Ratio


	Twelve Months Ended December 31,
	2022		2021		2020
Reconciliation of net income (loss) attributable to TransUnion to Adjusted EBITDA:
Net income (loss) attributable to TransUnion	$	269.5	$	1,387.1	$	343.2
Discontinued operations, net of tax	(17.4)		(1,031.7)		(49.8)
Income (loss) from continuing operations attributable to TransUnion	$	252.1	$	355.5	$	293.4
Net interest expense	226.2		109.2		120.6
Provision (benefit) for income taxes	119.9		130.9		83.7
Depreciation and amortization	519.0		377.0		346.8
EBITDA	$	1,117.3	$	972.5	$	844.5
Adjustments to EBITDA:
Stock-based compensation1	$	81.1	$	70.1	$	45.9
Mergers and acquisitions, divestitures and business optimization2	50.7		52.6		8.5
Accelerated technology investment3	51.4		42.3		19.3
Net other4	46.1		19.4		35.5
Total adjustments to EBITDA	$	229.3	$	184.4	$	109.1
Consolidated Adjusted EBITDA	1,346.5		1,156.9		953.6
Adjusted EBITDA for Pre-Acquisition Period5	6.4		145.4		—
Leverage Ratio Adjusted EBITDA	$	1,352.9	$	1,302.3	$	953.6

Total debt	$	5,670.1	$	6,365.9	$	3,454.2
Less: Cash and cash equivalents	585.3		1,842.4		492.7
Net Debt	$	5,084.8	$	4,523.5	$	2,961.5

Ratio of Net Debt to Net income (loss) attributable to TransUnion	18.9		3.3		8.6
Leverage Ratio6	3.8		3.5		3.1

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

1.Consisted of stock-based compensation and cash-settled stock-based compensation.

of assets of a small business in our United Kingdom region; and a ($0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.

3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.

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.

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. Our Leverage Ratio increased in 2021 compared with 2020 due primarily to an increase in our net debt resulting from our acquisitions of Neustar and Sontiq.

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 ~~however,~~ 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 ~~$115.8~~$585.3 million and ~~$182.2~~$1,842.4 million at December 31, ~~2017~~2022 and ~~2016,~~2021, respectively, of which ~~$84.9~~$303.4 million and ~~$91.3~~$205.0 million was held outside the United ~~States.~~States in each respective period. As of December 31, ~~2017,~~2022, we had ~~$85.0 million~~no outstanding balance under the ~~senior secured revolving line~~Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the ~~additional $215.0~~remaining $299.9 million available.

We also have the ability to request incremental loans ~~up to the greater of $675.0 million and 100% of consolidated EBITDA~~ on the same terms under the existing senior secured credit facility up to the greater of an additional $1,000.0 million and ~~may incur additional incremental loans~~100% of Consolidated EBITDA. In addition, so long as the senior secured net leverage ratio does not exceed ~~4.25 to 1.0,~~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 ~~balance retained~~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 April 8, 2022, we completed our acquisition of VF and paid $505.7 million, net of adjustments, which was funded with cash-on-hand. On December 30, 2022, we completed the previously announced sale of the non-core businesses of VF. Upon the sale, we received total proceeds of $173.9 million, consisting of $103.6 million in cash, and ~~cash equivalents is consistent~~a note receivable with a face value of $72.0 million and a fair value of $70.3 million. For additional information on this transaction, see Part II, Item 8, “Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions” and Note 3, “Discontinued Operations.”

In April 2022, we paid $355 million of taxes due on the gain on the divestiture of our ~~short-term cash needs and investment objectives.The~~Healthcare business funded with cash-on-hand.

Each year, the Company ismay 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 ~~2017~~2022 and therefore no additional payment will be required in ~~2018.~~2023. See Part II, ~~Item~~Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note ~~10,~~12, “Debt,” for additional information about our debt.

In the year ended December 31, 2022, we prepaid $600.0 million towards our Senior Secured Term Loans, funded from our cash on hand.

The dividend rate was $0.105 per share in the third and fourth quarters of 2022, $0.095 per share per quarter from the second quarter 2021 to the second quarter 2022 and $0.075 per share per quarter in the first quarter 2021. During 2022, we paid total dividends of $77.8 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 of directors 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 of directors 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 of directors authorized the repurchase of up to ~~$300~~$300.0 million of our common stock over the ~~ensuing three~~next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. ~~Repurchases may be made from time~~To date, we have repurchased $133.5 million of our common stock and have the ability 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 withrepurchase the ~~limitations set forth in Rule 10b-18 of the Exchange Act of 1934, as amended (the “Exchange Act”) and other applicable legal requirements.~~remaining $166.5 million.

~~The Company has~~

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.

On February 22, 2017, the Company purchased 1.85 million shares of common stock for a total of $68.3 million from the underwriters of a secondary offering of shares of our common stock by certain of our stockholders. On May 2, 2017, the Company purchased an additional 1.65 million shares of common stock for a total of $65.2 million from the underwriters of a secondary offering of shares of our common stock by certain of our stockholders. See “Recent Developments” above for additional information.

Sources and Uses of Cash


	Twelve months ended December 31,									Change							Twelve months ended December 31,						Change
(dollars in millions)	2017			2016			2015			2017 vs. 2016			2016 vs. 2015			(dollars in millions)	2022		2021		2020		2022 vs. 2021		2021 vs. 2020
Cash provided by operating activities	$	468.0		$	389.9		$	309.1		$	78.1		$	80.8		Cash provided by operating activities	$	297.2	$	808.3	$	787.6	$	(511.1)	$	20.7
Cash used in investing activities	(480.8		)	(495.8		)	(197.1		)	15.0			(298.7		)	Cash used in investing activities	(723.9)		(2,212.9)		(267.2)		1,489.0		(1,945.7)
Cash (used in) provided by financing activities	(53.9		)	153.8			(51.3		)	(207.7		)	205.1
Cash provided by (used in) financing activities																Cash provided by (used in) financing activities	(820.5)		2,762.3		(296.9)		(3,582.8)		3,059.2
Effect of exchange rate changes on cash and cash equivalents	0.3			1.1			(5.4		)	(0.8		)	6.5			Effect of exchange rate changes on cash and cash equivalents	(9.9)		(8.0)		(4.4)		(1.9)		(3.6)
Net change in cash and cash equivalents	$	(66.4	)	$	49.0		$	55.3		$	(115.4	)	$	(6.3	)	Net change in cash and cash equivalents	$	(1,257.1)	$	1,349.7	$	219.1	$	(2,606.8)	$	1,130.6

Operating Activities

For ~~2017,~~2022, the decrease in cash provided by continuing operations 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. For 2021, the increase in cash provided by operating activities was due primarily to ~~the~~an increase in operating ~~income excluding depreciation~~performance and ~~amortization and non-cash items. For 2016, the increase in cash provided by operating activities was due primarily to the increase in revenue and~~a decrease in interest expense, partially offset by ~~the~~an increase in ~~cash operating expenses.~~working capital.

Investing Activities

For ~~2017,~~2022, the decrease in cash used in investing activities was due primarily to ~~slightly lower~~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 2022 and ~~purchases of other investments.~~an increase in capital expenditures. For ~~2016,~~2021, the increase in cash used in investing activities was due primarily to the acquisitions of Neustar and Sontiq, various investments in nonconsolidated affiliates, and an increase in ~~cash used to fund acquisitions.~~capital expenditures, partially offset by the proceeds from the sale of our Healthcare business.

Financing Activities

For ~~2017,~~2022, the ~~increase~~decrease in cash ~~used in~~of financing activities was due primarily to ~~cash used for~~net debt proceeds in 2021 to fund our ~~stock buy-back program and lower borrowings~~acquisitions partially offset by an increase in ~~2017 compared with 2016.~~debt prepayments in 2022. For ~~2016,~~2021, the increase in cash provided by financing activities was due primarily to ~~additional borrowing in 2016~~debt proceeds used to fund ~~acquisitions.~~the Neustar and Sontiq acquisitions, partially offset by the repayment of the debt from a portion of the proceeds received from the sale of our Healthcare business and increased debt financing fees.

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 ~~2017,~~2022, cash paid for capital expenditures increased ~~$11.3~~$74.0 million to $298.2 million. For ~~2016,~~2021, cash paid for capital expenditures ~~decreased $8.2~~increased $18.6 million to $224.2 million.

Debt

~~Senior Secured Credit Facility~~Hedges

On ~~June 15, 2010,~~November 16, 2022, 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 A, the Senior Secured Term Loan B and the Senior Secured Revolving~~Line of Credit.~~

On August 9, 2017, we refinanced and amended certain provisions of our senior secured credit facility. Amendments to the Senior Secured Term Loan B included a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0 million, and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Line of Credit included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, a reduction in the annual commitment fee on the unused borrowings, and an increase in the commitment amount to $300.0 million. Other key provisions include changes in incremental borrowing limits, and a reduction in the maximum for the senior secured net leverage ratio test to 5.5-to-1. On January 31, 2017, we refinanced and amended certain provisions of our Senior Secured Term Loan B. Key provisions of the amendment included a two-year extension of the maturity date from April 2021 to April 2023, a 0.25% reduction in the applicable margin and a reduction in the LIBOR floor to zero from 0.75%. These refinancings resulted in $10.5 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income.

During 2017, we borrowed $215.0 million under the Senior Secured Revolving Line of Credit to partially fund various acquisitions and the repurchase of our common stock. See Note 9, “Stockholders’ Equity” for additional information regarding the common stock repurchase. During the year, we repaid $130.0 million of the borrowings on the Senior Secured Revolving Line of Credit.

As of December 31, 2017, we had $85.0 million outstanding under the senior secured revolving line of credit and could have borrowed up to the additional $215.0 million available. We also have the ability to request incremental loans up to the greater of $675.0 million and 100% of consolidated EBITDA on the same terms under the existing senior secured credit facility, 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.~~

~~Hedge~~

~~On December 18, 2015, we entered into~~ interest rate ~~cap~~swap agreements with various ~~counter-parties~~counterparties that effectively ~~cap~~fix our LIBOR exposure on a portion of our ~~existing senior secured term loans~~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 $1,320.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.4105% and 4.4465% 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.

amortizes each quarter. The swaps require us to pay fixed rates varying between 1.4280% and 1.4360% 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 LIBOR 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 $1,100.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates varying between 0.9125% and 0.9280% 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, 2018, we entered into interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at ~~0.75% beginning June~~2.702% and 2.706%. These agreements expired on December 30, ~~2016. We have~~2022, and were previously designated ~~these cap agreements~~ as cash flow hedges. The current aggregate notional amount under these agreements is $1,483.5 million and will continue to decrease each quarter until the agreement terminates on June 30, 2020. In July 2016, we began to pay the various counter-parties a fixed rate on the outstanding notional amounts of between 0.98% and 0.994% and receive payments to the extent LIBOR exceeds 0.75%.

The interest rate caps are recorded on the balance sheet at fair value. The effective portion of changes in the fair value of the interest rate cap agreements is recorded in other comprehensive income (loss). The ineffective portion of changes in the fair value of the caps, which is due to, and will continue to result from, the cost of financing the cap premium, is recorded in other income and expense. The effective portion of the change in the fair value of the caps resulted in an unrealized gain of $6.2 million, an unrealized loss of $7.5 million, and an unrealized gain of $0.3 million, net of tax, for the years ended December 31, 2017, 2016 and 2015, respectively, recorded in other comprehensive income. The ineffective portion of the change in the fair value of the caps resulted in a loss of $0.3 million and $0.5 million, and a gain of $0.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, recorded in other income and expense.

In accordance with ASC 815, the fair value of the interest rate caps at inception is reclassified from other comprehensive income to interest expense in the same period the interest expense on the underlying hedged debt impacts earnings. Based on how the fair value of interest rate caps are determined, the earlier interest periods have lower fair values at inception than the later interest periods, resulting in less interest expense being recognized in the earlier periods compared with the later periods. Any payments we receive to the extent LIBOR exceeds 0.75% is also reclassified from other comprehensive income to interest expense in the period received. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the twelve-month period of 2017 and 2016 was $4.3 million ($2.8 million net of tax) and $1.6 million ($1.0 million net of tax), respectively. We expect to reclassify approximately $0.7 million from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring and payments received to the extent LIBOR exceeds 0.75% in the next twelve months.

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.~~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~~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~~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 ~~test~~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, ~~2017,~~2022, we were in compliance with all debt covenants.

Our ability to meet our liquidity needs or to pay dividends on ~~its~~our common stock depends on our subsidiaries’ earnings, the terms of their indebtedness, and other contractual restrictions. Trans Union LLC, the borrower under the senior secured credit facility, is not permitted to declare any dividend or make any other distribution subject to certain exceptions, including compliance with a fixed charge coverage ratio and a basket that depends on TransUnion Intermediate Holding, Inc.’s consolidated net income.

For additional information about our debt and hedge, see Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note ~~10,~~12, “Debt.”

Contractual Obligations

~~Consolidated future minimum payments for noncancelable operating leases, purchase obligations and debt repayments as of December 31, 2017, are payable as follows:~~

(in millions)
Operating
leases

Purchase
obligations and
other

Debt
repayments

Loan fees
and interest
payments
Total
2018 $ 16.3
$ 210.5
$ 119.3
$ 90.7
$ 436.8
2019 14.2
35.3
36.7
97.6
183.8
2020 12.5
23.7
43.3
98.2
177.7
2021 10.3
12.6
39.9
97.2
160.0
2022 6.2
3.6
354.9
90.8
455.5
Thereafter 20.2
18.9
1,882.1
22.3
1,943.5
Totals $ 79.7
$ 304.6
$ 2,476.2
$ 496.8
$ 3,357.3

Purchase obligations and other includes $131.3 million of trade accounts payable that were included in our balance sheet as of December 31, 2017. Purchase obligations and other include commitments for outsourcing services, royalties, data licenses, maintenance and other operating expenses and the one-time deemed repatriation tax due over the next 8 years as a result of the Act. Loan fees and interest payments are estimates based on the interest rates in effect at December 31, 2017, and the contractual principal paydown schedule, excluding any excess cash flow prepayments that may be required. SeeRefer to Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note ~~10,~~12, “Debt,” Note 13, “Leases” and Note 21, “Commitments,” for ~~additional~~ information about our ~~interest payments.~~

~~Off-Balance Sheet Arrangements~~

Aslong-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, ~~2017, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.~~2022.

Application of Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”). ~~The notes~~See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to ~~our consolidated financial statements include disclosures~~Consolidated Financial Statements” Note 1, “Significant Accounting and Reporting Policies,” for additional information about our significant accounting ~~policies. These 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 ~~and Indefinite-Lived Intangibles~~

As of December 31, ~~2017,~~2022, our consolidated balance sheet included goodwill of ~~$2,368.8 million. As of December 31, 2017,~~$5,551.4 million and we ~~had no~~did not have any other indefinite-lived intangible assets. We ~~test goodwill and indefinite-lived intangible assets for~~conduct an impairment ~~on an annual basis,~~test in the fourth quarter of each year, or ~~on an interim basis~~more frequently if ~~there is an indicator~~events or circumstances indicate that the carrying value of ~~impairment.~~ goodwill may be impaired.

We have the option to first ~~consider~~perform a qualitative ~~factors~~analysis to determine if it is more likely than not that the fair value of ~~any~~a reporting ~~units~~unit is less than its carrying ~~amount.~~value. If the qualitative ~~assessment~~analysis indicates that an impairment is more likely than not for any reporting unit, ~~then~~ we ~~are required to~~ perform a quantitative impairment test for that reporting unit.

~~For our~~ We have the option to bypass the qualitative ~~goodwill impairment tests, we analyze actual and projected~~analysis for any reporting unit ~~growth trends~~and proceed directly to performing a quantitative impairment test.

Our quantitative impairment test consists of a fair value calculation for ~~revenue and profits, as well as historical performance versus plans and prior quantitative tests performed. We also assess critical areas that may impact~~ each reporting unit ~~including macroeconomic conditions and~~that combines an income approach, using the expected related impacts, market-related exposures, cost factors, changes in the carrying amount of its net assets, any plans to dispose of all or part of the reporting unit, and other reporting-unit specific factors such as changes in key personnel, strategy, customers or competition.

For our quantitative goodwill impairment tests, we use discounted cash flows techniques to determine fair value, and compare the fair value of the reporting unit to its carrying amount to determine if there is a potential impairment. Beginning in the fourth quarter of 2017, upon the adoption of ASU 2017-04, if a reporting unit’s fair value is less than its carrying amount, we will record an impairment charge based on that difference, up to the amount of goodwill allocated to that reporting unit.

~~The~~ discounted cash flow ~~techniques we use require~~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 ~~projections~~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 ~~exchange rates and an estimate~~ of ~~the appropriate discount rates. The projections of future cash flows used to assess the fair value of the~~each reporting ~~units~~unit are based on ~~the~~historical experience and internal operating plans reviewed by ~~management. The projections~~management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of ~~future exchange rates were~~capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the ~~current exchange rates at the time the projections were prepared. The estimated discount rates were based on the risk-free rate~~Guideline Public Company Method using comparable publicly traded company multiples of ~~interest and estimated risk premiums~~EBITDA for ~~the reporting units at the time the impairment analysis was prepared.~~a group of benchmark companies.

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. ~~Such~~However, such assumptions are ~~however,~~ inherently uncertain, and ~~different~~a change in assumptions could ~~lead~~change the estimated fair values of our reporting units and, therefore, future impairment charges could be required, which could be material to ~~a different assessment~~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 ~~a reporting unit that could result in a material impairment that would adversely affect our results of operations.~~an estimated control premium.

~~During 2017, 2016 and 2015, there were no impairments of goodwill or other indefinite-lived intangible assets. For 2017,~~In 2022, we ~~performed~~elected to bypass the qualitative goodwill impairment analysis, and instead performed a quantitative goodwill impairment test for all reporting units. For each of our reporting units, ~~and~~ the ~~results of our tests indicated that it was not more likely than not that~~fair value exceeded the ~~goodwill in any reporting unit was impaired, with the exception of Africa. For Africa, we also performed the quantitative test~~carrying value and ~~determined that~~ no impairment ~~existed. Further,~~was recorded.

We engaged a ~~10% decrease~~third-party valuation specialist to assist in ~~the estimated cash flows or a 10% increase in the discount rate would not result in a material impairment.~~

~~Long-Lived Depreciable and Amortizable Assets~~

Asour analysis of December 31, 2017, our consolidated balance sheet included fixed assets of $497.9 million, $198.6 million net of accumulated depreciation, and long-lived intangible assets of $2,819.4 million, $1,825.8 million net of accumulated amortization. We review long-lived asset groups 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. Assets~~our reporting units. All judgments, significant assumptions and estimates, and forecasts were either provided by or reviewed by us. While we chose to ~~be disposed of are separately presented in~~utilize a third-party valuation specialist for assistance, the ~~consolidated balance sheet, and reported at the lower of the carrying amount or~~ fair value ~~less costs to sell,~~analysis reflects the conclusions of management and ~~are no longer depreciated. When a long-lived asset group is tested for recoverability,~~not those of any third party. We believe the judgments and assumptions we also review depreciation estimates and methods. Any revision to the remaining useful life of long-lived assets resulting from that review is also considered in developing estimates of future cash flowshave used ~~to test the asset group for recoverability.~~

When events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, we use estimates of future cash flows to determine recoverability and base such estimates on assumptions that are reasonable and consistent with assumptions that would be used by other marketplace participants. ~~Such~~

For our United Kingdom reporting unit, we had $681.2 million of goodwill as of December 31, 2022. The calculated excess fair value over carrying value was less than 10% of its carrying value as of October 31, 2022, our annual assessment date. Therefore, we concluded no impairment existed for this reporting unit. The decrease in excess fair value in the current period compared with the prior period is a result of market conditions in the U.K., including public policy uncertainty, inflation, and currency pressure, which have decreased short-term demand for our products and services, increased risk-free rates, and decreased market multiples.

Significant assumptions for the United Kingdom reporting unit include estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The revenue growth rate assumptions used in our model reflect management’s best estimate of growth rates that incorporate identified growth initiatives consistent with historical growth strategies implemented in other international regions. EBITDA margin assumptions reflect expansion commensurate with forecasted revenue growth rates and are consistent with historical EBITDA margins realized in other reporting units operating in developed markets. Our estimates of future revenue growth rates and EBITDA margins for our United Kingdom reporting unit incorporate our current expectations of unfavorable U.K.-specific macroeconomic conditions, including the levels of interest rates, inflation, employment levels, consumer confidence and housing demand. 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 in the United Kingdom reporting unit.

We performed a sensitivity assessment for the significant assumptions used with the goodwill impairment analysis for the United Kingdom reporting unit, holding all other assumptions constant: A hypothetical 70 basis point increase to the discount rate, holding all other assumptions constant, would result in the fair value determined by the income approach being less than the carrying value, triggering an impairment. As of December 31, 2022, given the decrease in risk-free interest rates, we estimate that the discount rate for the United Kingdom reporting unit has declined approximately 50 basis points compared with October 31, 2022, which would increase the fair value of the reporting unit. A hypothetical decrease in the average annual revenue growth rates from 7.6% to 6.2% over the entire forecast period, holding all other assumptions constant, would result in the fair value determined by the income approach being less than the carrying value, triggering an impairment. A hypothetical decrease in EBITDA margins of 340 basis points in each year over the entire forecast period, holding all other assumptions constant, would result in the fair value determined by the income approach being less than the carrying value, triggering an impairment. We will continue to monitor the assumptions used in our fair value analysis to determine if a triggering event has occurred that indicates an impairment is more likely than not for this reporting unit.

Business Acquisitions

On April 8, 2022, we completed our acquisition of VF for $505.7 million in cash. On December 1, 2021, we completed the acquisitions of Neustar and Sontiq for $3,100.1 million and $642.6 million, respectively, in cash.

The 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 prices over the fair values of the acquired net assets has been recorded as goodwill.

As of December 31, 2022, the valuation of the assets acquired and liabilities assumed is substantially complete, and we expect to complete this analysis within one year from the acquisition date. The purchase price for the VF acquisition has been finalized.

The purchase price and valuations of the assets acquired and liabilities assumed for the Neustar and Sontiq acquisitions have been finalized as of December 31, 2022.

In determining the fair value of the identifiable intangible assets, we utilized various forms of the income approach, depending on the asset being valued. The determination of fair values requires significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Other inputs included historical data, current and anticipated market conditions, and growth rates.

The intangible assets were valued using the following valuation approaches:

Customer Relationships

We valued customer relationships using the multi-period excess-earnings method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include customer attrition rates, EBITDA margins, and discount rates.

Technology and software

We valued the developed technology using the relief-from-royalty method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include the royalty rate, economic depreciation factors, and discount rates.

Other identifiable intangible assets

Other identifiable intangible assets include trade names and trademarks and non-compete agreements for key employees, which are not material. Trade names and trademarks were valued using the relief from royalty method and non-compete agreements were valued using the lost income method.

We engaged a third-party valuation specialist to assist in our analysis of the fair value of the acquired intangibles. All judgments, significant assumptions and estimates, and forecasts were either provided by or reviewed by us. While we chose to utilize a third-party valuation specialist for assistance, the fair value analysis and related valuations reflect the conclusions of management and not those of any third party. We believe the judgments and assumptions we have used are reasonable and consistent with assumptions that would be used by other marketplace participants, however such assumptions are inherently ~~uncertain and estimates using different~~uncertain. For the VF acquisition, a change in assumptions ~~or different valuation techniques,~~ could ~~result in significantly different results. During 2017, 2016 and 2015, there were no~~change the estimated fair values of the intangible assets, which could have a material ~~impairment charges.~~impact on our consolidated financial statements.

Legal Contingencies

~~In the ordinary course of business, we~~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 ~~privacy, libel, slander or~~ 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~~(both formal and ~~informal,~~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. ~~We regularly review all litigation and regulatory matters to determine whether a loss is probable and, if probable, whether~~

In view of the loss can be reasonably estimated. If a loss is probable and can be reasonably estimated, an appropriate reserve is accrued, taking into consideration legal positions, contractual obligations and applicable insurance coverages, and included in other current liabilities. We believe that the reserves established for pending or threatenedinherent unpredictability of legal and regulatory matters, particularly where the damages sought are ~~appropriate based on~~substantial or indeterminate or when the ~~facts currently known. Due to the uncertainties inherent~~proceedings or investigations are in the ~~investigation and~~early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters ~~however,~~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 ~~litigation~~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 ~~results.~~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 ~~litigation~~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 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, ~~2017~~2022 and ~~2016,~~2021, we accrued ~~$46.3~~$125.0 million and ~~$35.9~~$85.6 million, respectively, for anticipated claims. ~~The increase at December 31, 2017 compared with December 31, 2016 was due primarily to accruals established for two legal proceedings.~~ 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 income. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.

See ~~Part I, Item 3, “Legal Proceedings” and~~ Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note ~~18,~~22, “Contingencies,” for further information.

Income Taxes

As of December 31, ~~2017, TransUnion’s~~2022, our consolidated balance sheet included ~~noncurrent~~non-current deferred tax liabilities of ~~$419.4~~$762.0 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 loss and ~~foreign~~ tax credit carryforwards, temporary differences, and unrecognized tax benefits for uncertain tax positions.

In accounting for the impacts of the Act, we followed the SEC guidance in Staff Accounting Bulletin (“SAB”) 118 issued in December 2017 and recorded an estimated net income tax benefit of $175.3 million in 2017. The SEC recognizes that companies may not have completed their accounting for the income tax effects of the Act in the period of enactment, and prescribes guidance to perform the accounting during a one-year measurement period. Specifically, SAB 118 prescribes guidance, including disclosures, for reporting the income tax effects of the Act in the period of the enactment by classifying items into one of three separate categories: those for which the accounting is complete, those for which the accounting is incomplete but the company has made a reasonable estimate, and those for which the accounting is incomplete and the company cannot make a reasonable estimate. 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 $179.2 million, net of valuation allowances of $98.9 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.

See Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements, Note 13, “Income Taxes” for additional information about the impact the Act had on our income taxes.

~~Stock-Based Compensation~~

For the years ended December 31, 2017, 2016 and 2015, we recognized stock-based compensation of $47.7 million, $31.2 million and $22.3 million, respectively. Since June 30, 2015, the date we completed our initial public offering, the fair value of most of our stock-based award grants has been the closing price of our stock on the grant date. For stock-based award grants with market-based contingencies, the fair value of each award was determined using a risk-neutral Monte-Carlo model, with assumptions based on conditions that existed on the grant date of the award. For stock-based awards granted prior to June 30, 2015, the fair value of each award was determined by various methods including independent valuations of our common stock based on discounted cash flow and selected comparable public company analysis, the Black-Scholes valuation model, and risk-neutral Monte Carlo valuation models. The various valuation models required management to make a number of significant assumptions, including the fair value of our stock, projections of future cash flows and an estimate of our cost of capital, volatility rates, expected life of awards and risk-free interest rates. We believe the determinations of fair values were based on assumptions and estimates that were reasonable and consistent with what would have been used by other marketplace participants to determine fair value. Valuations, however, are inherently uncertain and valuations using different assumptions and estimates, or different valuation techniques, could result in significantly different values. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 14, “Stock-Based Compensation,” for additional information.

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.”

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~~Senior Secured Credit Facility consists of senior secured term loans and a $300.0 million Senior Secured Revolving Line of Credit. Interest rates on these borrowings are based, at our election, on LIBOR or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. As of December 31, ~~2017,~~2022, essentially all of our outstanding debt was variable-rate debt. As of December 31, ~~2017,~~2022, our variable-rate debt had a weighted-average interest rate of ~~3.47%~~6.35% and a weighted-average life of ~~4.98~~4.41 years. During ~~2017,~~2022, a 10% change in the average LIBOR rates utilized in the calculation of our ~~actual~~actual interest expense would have increased our interest expense by ~~$2.6~~$3.2 million for the year.

On ~~December 18, 2015,~~November 16, 2022, we entered into interest rate ~~cap~~swap agreements with various ~~counter-parties~~counterparties that effectively ~~cap~~fix our LIBOR exposure on a portion of our ~~existing senior secured term loans~~Senior Secured Term Loan or similar replacement ~~debt at 0.75% beginning June~~debt. The new swaps commenced on December 30, ~~2016.~~2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,320.0 million that amortizes each quarter. The new swaps require us to pay fixed rates varying between 4.4105% and 4.4465% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these ~~cap~~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 new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount ~~under~~of $1,584.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.4280% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements ~~is $1,483.5 million and will continue to decrease each quarter until the agreement terminates~~as cash flow hedges.

On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, ~~2020. In July 2016, we began~~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 $1,100.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the ~~various counter-parties a fixed~~variable rate on ~~the outstanding notional amounts of between 0.98% and 0.994% and receive payments to the extent LIBOR exceeds 0.75%.~~

~~The interest rate caps are recorded on the balance sheet at fair value. The effective portion of changes in the fair value of the interest rate cap~~our loans. We have designated these swap agreements is recorded in other comprehensive income (loss). The ineffective portion of changes in the fair value of the caps, which is due to, and will continue to result from, the cost of financing the cap premium, is recorded in other income and expense. The effective portion of the change in the fair value of the caps resulted in an unrealized gain of $6.2 million, an unrealized loss of $7.5 million, and an unrealized gain of $0.3 million, net of tax, for the years ended December 31, 2017, 2016 and 2015, respectively, recorded in other comprehensive income. The ineffective portion of the change in the fair value of the caps resulted in a loss of $0.3 million and $0.5 million, and a gain of $0.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, recorded in other income and expense.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 ~~10,~~12, “Debt,” for additional information about interest rates on our debt.

Foreign Currency Exchange Rate Risk

A substantial majority of our ~~revenue,~~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. ~~We have minimal euro-based transactions.~~ 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 income. 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 ~~the results of operations~~other income and expense as incurred.

In ~~2017,~~2022, revenue attributable to our ~~foreign operations~~International segment was ~~$378.9~~$755.9 million, and ~~operating income~~Adjusted EBITDA attributable to our ~~foreign operations~~International segment was ~~$64.0~~$329.3 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 ~~2017~~2022 would have changed our revenue by ~~$37.9~~$75.6 million and our ~~operating income~~Adjusted EBITDA by ~~$6.4~~$32.9 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 ~~2017~~2022 realized foreign currency transaction gains and losses.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

~~TransUnion:~~



~~Reports~~Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP (PCAOB ID 238)			6274

Consolidated Balance Sheets			6476

Consolidated Statements of Income			6577

Consolidated Statements of Comprehensive Income			6678

Consolidated Statements of Cash Flows			6779

Consolidated Statements of Stockholders’ Equity			6980

Notes to Consolidated Financial Statements			7283

Report of Independent Registered Public Accounting Firm

To the Board of Directors and ~~Shareholders~~Stockholders of TransUnion ~~and subsidiaries~~

~~Opinion~~

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, ~~2017~~2022 and ~~2016,~~2021, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows ~~and stockholders' equity~~ for each of the three years in the period ended December 31, ~~2017, and~~2022, including the related notes and financial statement schedules listed in the ~~Index at~~index appearing under Item 1515(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, 2022, 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 atas of December 31, ~~2017~~2022 and ~~2016,~~2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2022 in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting principles.~~

~~We also have audited,~~ in ~~accordance with~~ the ~~standards~~United States of America. Also in our opinion, the ~~Public~~ Company ~~Accounting Oversight Board (United States) (PCAOB), the Company's~~maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2022, based on criteria established in Internal ~~Control-Integrated~~Control - Integrated Framework (2013) issued by the ~~Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 13, 2018 expressed an unqualified opinion thereon.~~COSO.

Basis for ~~Opinion~~Opinions

~~These~~

The Company's management is responsible for these consolidated financial statements, ~~are the responsibility~~for maintaining effective internal control over financial reporting, and for its assessment of the ~~Company's management.~~effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express ~~an opinion~~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 ~~PCAOB~~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 ~~audit~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or ~~fraud.~~ 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 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. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~/s/ Ernst & Young LLP~~

~~We have served as the Company’s auditor since 2005.~~

~~Chicago, Illinois~~

~~February 13, 2018~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Board of Directors and Shareholders of TransUnion and subsidiaries~~

~~Opinion on Internal Control over Financial Reporting~~

~~We have audited TransUnion and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in~~ ~~Internal Control-Integrated Framework~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, TransUnion and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of TransUnion and subsidiaries as of December 31, 2017 and 2016, the related consolidated statements of comprehensive income, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15 of the Company and our report dated February 13, 2018 expressed an unqualified opinion thereon.

~~Basis for Opinion~~

~~The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness~~Our audit of internal control over financial reporting included in the accompanying Management’s Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

~~Our audit~~ 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, and~~risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our ~~audit provides~~audits provide a reasonable basis for our ~~opinion.~~opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”) from its assessment of internal control over financial reporting as of December 31, 2022, because they were acquired by the Company in a business combination during 2022. We have also excluded Argus from our audit of internal control over financial reporting. Argus is comprised of wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent less than 1% of total assets, and approximately 2% of total revenues, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Definition and Limitations of Internal Control ~~Over~~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 ~~(1)~~(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; ~~(2)~~(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 ~~(3)~~(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.

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 $5,551.4 million as of December 31, 2022, of which $681.2 million was allocated to the United Kingdom reporting unit. Management conducts an 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. Management performed a quantitative impairment test for all reporting units. To determine the fair value of each reporting unit, management uses a combination of an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method. 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. The quantitative impairment test requires the application of a number of significant assumptions by management, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples.

The principal considerations for our determination that performing procedures relating to the 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 of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the estimates of future revenue growth rates, EBITDA margins, the discount rate, and market multiple; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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 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; (ii) evaluating the appropriateness of the discounted cash flow method and guideline public company method; (iii) testing the completeness and accuracy of underlying data used in the valuation methods; and (iv) evaluating the significant assumptions used by management related to the estimates of future revenue growth rates, EBITDA margins, the discount rate, and market multiple. Evaluating management’s assumptions related to the estimates of 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 the evaluation of management’s discounted cash flow method and guideline public company method, and the discount rate and market multiple assumptions.

/s/ ~~Ernst & Young~~PricewaterhouseCoopers LLP

Chicago, Illinois

February ~~13, 2018~~14, 2023

We have served as the Company’s auditor since 2020.

TRANSUNION AND SUBSIDIARIES

Consolidated Balance Sheets

(in millions, except per share data)


	December 31, 2017			December 31, 2016				December 31, 2022		December 31, 2021
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	115.8		$	182.2		Cash and cash equivalents	$	585.3	$	1,842.4
Trade accounts receivable, net of allowance of $9.9 and $6.2	326.7			277.9
Trade accounts receivable, net of allowance of $11.0 and $10.7							Trade accounts receivable, net of allowance of $11.0 and $10.7	602.2		558.0
Other current assets	146.2			89.9			Other current assets	262.7		231.6
Total current assets	588.7			550.0			Total current assets	1,450.2		2,632.0
Property, plant and equipment, net of accumulated depreciation and amortization of $299.3 and $235.6	198.6			197.5
Property, plant and equipment, net of accumulated depreciation and amortization of $711.3 and $625.4							Property, plant and equipment, net of accumulated depreciation and amortization of $711.3 and $625.4	218.2		247.7
Goodwill	2,368.8			2,173.9			Goodwill	5,551.4		5,525.7
Other intangibles, net of accumulated amortization of $993.6 and $815.8	1,825.8			1,762.3
Other intangibles, net of accumulated amortization of $2,268.6 and $1,908.9							Other intangibles, net of accumulated amortization of $2,268.6 and $1,908.9	3,675.5		3,770.6
Other assets	136.6			97.5			Other assets	771.0		459.0
Total assets	$	5,118.5		$	4,781.2		Total assets	$	11,666.3	$	12,635.0
Liabilities and stockholders’ equity							Liabilities and stockholders’ equity
Current liabilities:							Current liabilities:
Trade accounts payable	$	131.3		$	114.2		Trade accounts payable	$	250.4	$	270.2
Short-term debt and current portion of long-term debt	119.3			50.4			Short-term debt and current portion of long-term debt	114.6		114.6
Other current liabilities	207.8			208.7			Other current liabilities	540.5		972.2
Total current liabilities	458.4			373.3			Total current liabilities	905.5		1,357.0
Long-term debt	2,345.3			2,325.2			Long-term debt	5,555.5		6,251.3
Deferred taxes	419.4			579.0			Deferred taxes	762.0		787.6
Other liabilities	70.8			30.7			Other liabilities	173.9		232.9
Total liabilities	3,293.9			3,308.2			Total liabilities	7,396.9		8,628.8
Stockholders’ equity:							Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2017 and December 31, 2016; 187.4 million and 183.9 million shares issued as of December 31, 2017 and December 31, 2016, respectively; and 183.2 million shares outstanding as of December 31, 2017 and December 31, 2016, respectively	1.9			1.8
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2022 and December 31, 2021; 198.7 million and 197.4 million shares issued as of December 31, 2022 and December 31, 2021, respectively; and 192.7 million and 191.8 million shares outstanding as of December 31, 2022 and December 31, 2021, respectively							Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2022 and December 31, 2021; 198.7 million and 197.4 million shares issued as of December 31, 2022 and December 31, 2021, respectively; and 192.7 million and 191.8 million shares outstanding as of December 31, 2022 and December 31, 2021, respectively	2.0		2.0
Additional paid-in capital	1,863.5			1,844.9			Additional paid-in capital	2,290.3		2,188.9
Treasury stock at cost; 4.2 million and 0.7 million shares at December 31, 2017 and December 31, 2016, respectively	(138.8		)	(5.3		)
Retained earnings (accumulated deficit)	137.4			(303.8		)
Treasury stock at cost; 6.0 million and 5.6 million shares at December 31, 2022 and December 31, 2021, respectively							Treasury stock at cost; 6.0 million and 5.6 million shares at December 31, 2022 and December 31, 2021, respectively	(284.5)		(252.0)
Retained earnings							Retained earnings	2,446.6		2,254.6
Accumulated other comprehensive loss	(135.3		)	(174.8		)	Accumulated other comprehensive loss	(284.5)		(285.4)
Total TransUnion stockholders’ equity	1,728.7			1,362.8			Total TransUnion stockholders’ equity	4,169.9		3,908.1
Noncontrolling interest	95.9			110.2
Noncontrolling interests							Noncontrolling interests	99.5		98.1
Total stockholders’ equity	1,824.6			1,473.0			Total stockholders’ equity	4,269.4		4,006.2
Total liabilities and stockholders’ equity	$	5,118.5		$	4,781.2		Total liabilities and stockholders’ equity	$	11,666.3	$	12,635.0

See accompanying notes to consolidated financial statements.

Table of Contents

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Income

(in millions, except per share data)


	Twelve Months Ended December 31,										Twelve Months Ended December 31,
	2017			2016			2015				2022		2021		2020
Revenue	$	1,933.8		$	1,704.9		$	1,506.8		Revenue	$	3,709.9	$	2,960.2	$	2,530.6
Operating expenses										Operating expenses
Cost of services (exclusive of depreciation and amortization below)	645.7			579.1			531.6			Cost of services (exclusive of depreciation and amortization below)	1,222.9		991.6		853.9
Selling, general and administrative	585.4			560.1			499.7			Selling, general and administrative	1,337.4		943.9		829.7
Depreciation and amortization	238.0			265.2			278.4			Depreciation and amortization	519.0		377.0		346.8
Total operating expenses	1,469.1			1,404.4			1,309.7			Total operating expenses	3,079.3		2,312.5		2,030.4
Operating income	464.7			300.5			197.1			Operating income	630.5		647.7		500.3
Non-operating income and (expense)										Non-operating income and (expense)
Interest expense	(87.6		)	(85.5		)	(134.2		)	Interest expense	(230.9)		(112.6)		(126.2)
Interest income	5.5			4.6			3.8			Interest income	4.7		3.4		5.6
Earnings from equity method investments	9.1			8.6			8.8			Earnings from equity method investments	13.0		12.0		8.9
Other income and (expense), net	(19.2		)	(22.8		)	(48.9		)	Other income and (expense), net	(30.0)		(49.2)		0.9
Total non-operating income and (expense)	(92.2		)	(95.1		)	(170.5		)	Total non-operating income and (expense)	(243.3)		(146.3)		(110.8)
Income before income taxes	372.5			205.4			26.6
Benefit (provision) for income taxes	79.1			(74.0		)	(11.3		)
Income from continuing operations before income taxes										Income from continuing operations before income taxes	387.2		501.4		389.5
Provision for income taxes										Provision for income taxes	(119.9)		(130.9)		(83.7)
Income from continuing operations										Income from continuing operations	267.3		370.5		305.7
Discontinued operations, net of tax										Discontinued operations, net of tax	17.4		1,031.7		49.8
Net income	451.6			131.4			15.3			Net income	284.7		1,402.2		355.6
Less: net income attributable to noncontrolling interests	(10.4		)	(10.8		)	(9.4		)	Less: net income attributable to noncontrolling interests	(15.2)		(15.0)		(12.4)
Net income attributable to TransUnion	$	441.2		$	120.6		$	5.9		Net income attributable to TransUnion	$	269.5	$	1,387.1	$	343.2

Earnings per share:
Income from continuing operations										Income from continuing operations	$	267.3	$	370.5	$	305.7
Less: income from continuing operations attributable to noncontrolling interests										Less: income from continuing operations attributable to noncontrolling interests	(15.2)		(15.0)		(12.4)
Income from continuing operations attributable to TransUnion										Income from continuing operations attributable to TransUnion	252.1		355.5		293.4
Discontinued operations, net of tax										Discontinued operations, net of tax	17.4		1,031.7		49.8
Net income attributable to TransUnion										Net income attributable to TransUnion	$	269.5	$	1,387.1	$	343.2

Basic earnings per common share from:										Basic earnings per common share from:
Income from continuing operations attributable to TransUnion										Income from continuing operations attributable to TransUnion	$	1.31	$	1.86	$	1.54
Discontinued operations, net of tax										Discontinued operations, net of tax	0.09		5.39		0.26
Net Income attributable to TransUnion										Net Income attributable to TransUnion	$	1.40	$	7.25	$	1.81
Diluted earnings per common share from:										Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion										Income from continuing operations attributable to TransUnion	$	1.31	$	1.84	$	1.53
Discontinued operations, net of tax										Discontinued operations, net of tax	0.09		5.35		0.26
Net Income attributable to TransUnion										Net Income attributable to TransUnion	$	1.40	$	7.19	$	1.79
Weighted-average shares outstanding:										Weighted-average shares outstanding:
Basic	$	2.42		$	0.66		$	0.04		Basic	192.5		191.4		189.9
Diluted	$	2.32		$	0.65		$	0.04		Diluted	193.1		193.0		192.2

Weighted average shares outstanding:
Basic	182.4			182.6			165.3
Diluted	189.9			184.6			166.8

See accompanying notes to consolidated financial statements.

Table of Contents

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in millions)


	Twelve Months Ended December 31,										Twelve Months Ended December 31,
	2017			2016			2015				2022		2021		2020
Net income	$	451.6		$	131.4		$	15.3		Net income	$	284.7	$	1,402.2	$	355.6
Other comprehensive income (loss):
Other comprehensive income:										Other comprehensive income:
Foreign currency translation:										Foreign currency translation:
Foreign currency translation adjustment	35.4			26.7			(86.3		)	Foreign currency translation adjustment	(195.7)		(66.4)		8.9
Benefit for income taxes	0.6			2.7			4.9
Benefit (provision) for income taxes										Benefit (provision) for income taxes	(0.7)		0.3		0.8
Foreign currency translation, net	36.0			29.4			(81.4		)	Foreign currency translation, net	(196.4)		(66.1)		9.7
Hedge instruments:										Hedge instruments:
Net change on interest rate cap	10.1			(12.0		)	0.3			Net change on interest rate cap	—		—		4.1
Amortization of accumulated loss	0.4			0.4			0.4
(Expense) benefit for income taxes	(4.0		)	4.4			(0.2		)
Net change on interest rate swap										Net change on interest rate swap	260.1		67.3		(43.5)
(Provision) benefit for income taxes										(Provision) benefit for income taxes	(64.9)		(16.8)		9.5
Hedge instruments, net	6.5			(7.2		)	0.5			Hedge instruments, net	195.2		50.5		(29.9)
Available-for-sale securities:										Available-for-sale securities:
Net unrealized (loss) gain	(0.1		)	0.4			—
Expense for income taxes	—			(0.2		)	—
Net unrealized gain (loss)										Net unrealized gain (loss)	(0.3)		—		0.3
Benefit (provision) for income taxes										Benefit (provision) for income taxes	0.1		—		(0.1)
Available-for-sale securities, net	(0.1		)	0.2			—			Available-for-sale securities, net	(0.2)		—		0.2
Total other comprehensive income (loss), net of tax	42.4			22.4			(80.9		)
Comprehensive income (loss)	494.0			153.8			(65.6		)
Total other comprehensive (loss) income, net of tax										Total other comprehensive (loss) income, net of tax	(1.4)		(15.6)		(20.0)
Comprehensive income										Comprehensive income	283.3		1,386.6		335.6
Less: comprehensive income attributable to noncontrolling interests	(13.3		)	(16.2		)	(2.8		)	Less: comprehensive income attributable to noncontrolling interests	(12.9)		(12.7)		(12.9)
Comprehensive income (loss) attributable to TransUnion	$	480.7		$	137.6		$	(68.4	)
Comprehensive income attributable to TransUnion										Comprehensive income attributable to TransUnion	$	270.4	$	1,373.9	$	322.7

See accompanying notes to consolidated financial statements.

Table of Contents

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in millions)


	Twelve Months Ended December 31,
	2022		2021		2020
Cash flows from operating activities:
Net income	$	284.7	$	1,402.2	$	355.6
Less: Discontinued operations, net of tax	17.4		1,031.7		49.8
Income from continuing operations	267.3		370.5		305.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	519.0		377.0		346.8
Loss on repayment of loans	9.4		17.9		0.4
Deferred taxes	(88.9)		(17.2)		(36.1)
Stock-based compensation	82.8		69.2		44.3
Other	22.6		(13.1)		8.1
Changes in assets and liabilities:
Trade accounts receivable	(37.5)		(36.2)		(15.6)
Other current and long-term assets	(17.7)		(20.9)		(3.5)
Trade accounts payable	(20.7)		45.7		18.1
Other current and long-term liabilities	(435.3)		(33.5)		48.1
Cash provided by operating activities of continuing operations	301.0		759.4		716.3
Cash (used in) provided by operating activities of discontinued operations	(3.8)		48.9		71.3
Cash provided by operating activities	297.2		808.3		787.6
Cash flows from investing activities:
Capital expenditures	(298.2)		(224.2)		(205.6)
Proceeds from sale/maturity of other investments	143.5		36.3		90.6
Purchases of other investments	(146.1)		(66.9)		(73.5)
Investments in consolidated affiliates, net of cash acquired	(508.1)		(3,596.1)		(57.9)
Investments in nonconsolidated affiliates and purchase of convertible notes	(16.2)		(75.4)		(8.6)
Proceeds from disposal of discontinued operations	103.6		1,706.8		1.6
Other	2.7		(1.1)		2.4
Cash used in investing activities of continuing operations	(718.8)		(2,220.6)		(251.0)
Cash (used in) provided by investing activities of discontinued operations	(5.1)		7.7		(16.2)
Cash used in investing activities	(723.9)		(2,212.9)		(267.2)
Cash flows from financing activities:
Proceeds from Term Loans	—		3,740.0		—
Repayments of Term Loans	—		(640.0)		—
Repayments of debt	(714.6)		(140.8)		(208.8)
Debt financing fees	—		(68.8)		—
Proceeds from issuance of common stock and exercise of stock options	18.7		21.9		22.9
Dividends to shareholders	(77.8)		(69.8)		(57.6)
Distributions to noncontrolling interests	(11.5)		(11.0)		(10.9)
Employee taxes paid on restricted stock units recorded as treasury stock	(32.5)		(36.8)		(36.1)
Payment of contingent consideration	(2.8)		(32.4)		(6.4)
Cash (used in) provided by financing activities of continuing operations	(820.5)		2,762.3		(296.9)
Effect of exchange rate changes on cash and cash equivalents	(9.9)		(8.0)		(4.4)
Net change in cash and cash equivalents	(1,257.1)		1,349.7		219.1
Cash and cash equivalents, beginning of period	1,842.4		492.7		273.6
Cash and cash equivalents, end of period	$	585.3	$	1,842.4	$	492.7

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	312.3	$	109.1	$	120.0
Income taxes, net of refunds	$	573.6	$	181.2	$	131.9

See accompanying notes to consolidated financial statements.

Twelve Months Ended December 31,
2017 2016 2015
Cash flows from operating activities:
Net income $ 451.6
$ 131.4
$ 15.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 238.0
265.2
278.4
Loss on refinancing transactions 10.5
—
37.6
Impairment of cost method investment —
2.0
—
Amortization and loss on fair value of hedge instruments 0.7
0.9
1.2
Equity in net income of affiliates, net of dividends (1.7 ) (0.6 ) (0.1 )
Deferred taxes (212.8 ) (22.2 ) (17.3 )
Amortization of discount and deferred financing fees 2.7
3.2
6.1
Stock-based compensation 33.1
24.4
9.0
Provision for losses on trade accounts receivable 6.6
4.3
3.2
Other (3.4 ) (5.1 ) 1.4
Changes in assets and liabilities:
Trade accounts receivable (44.7 ) (42.5 ) (39.2 )
Other current and long-term assets (59.8 ) (5.9 ) 13.8
Trade accounts payable 9.7
2.9
1.3
Other current and long-term liabilities 37.5
31.9
(1.6 )
Cash provided by operating activities 468.0
389.9
309.1
Cash flows from investing activities:
Capital expenditures (135.3 ) (124.0 ) (132.2 )
Proceeds from sale of trading securities 3.0
0.9
1.0
Purchases of trading securities (1.8 ) (1.5 ) (1.5 )
Proceeds from sale of other investments 59.2
58.2
12.4
Purchases of other investments (50.2 ) (64.6 ) (15.5 )
Acquisitions and purchases of noncontrolling interests, net of cash acquired (342.6 ) (356.6 ) (70.4 )
Acquisition-related deposits (13.5 ) (6.2 ) 9.1
Other 0.4
(2.0 ) —
Cash used in investing activities (480.8 ) (495.8 ) (197.1 )
Cash flows from financing activities:
Proceeds from senior secured term loan B —
150.0
1,881.0
Extinguishment of senior secured term loan B —
—
(1,881.0 )
Proceeds from senior secured term loan A 33.4
55.0
350.0
Extinguishment of 9.625% and 8.125% Senior Notes —
—
(1,000.0 )
Proceeds from senior secured revolving line of credit 215.0
145.0
35.0
Payments of senior secured revolving line of credit (130.0 ) (145.0 ) (85.0 )
Repayments of debt (32.5 ) (49.3 ) (38.2 )
Termination of interest rate swaps —
—
(2.7 )
Proceeds from initial public offering —
—
764.5

Table of Contents


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, 2019	188.7	$	1.9	$	2,022.3	$	(179.2)	$	652.0	$	(251.6)	$	94.0	$	2,339.4
Net income	—	—		—		—		343.2		—		12.4		355.6
Other comprehensive income (loss)	—	—		—		—		—		(20.5)		0.5		(20.0)
Distributions to noncontrolling interests	—	—		—		—		—		—		(10.9)		(10.9)
Noncontrolling interests of acquired businesses	—	—		(3.7)		—		—		—		0.3		(3.4)
Stock-based compensation	—	—		43.7		—		—		—		—		43.7
Employee share purchase plan	0.2	—		19.1		—		—		—		—		19.1
Exercise of stock options	0.9	0.1		6.7		—		—		—		—		6.8
Vesting of restricted stock units and performance stock units	1.1	—		—		—		—		—		—		—
Treasury stock purchased	(0.4)	—		—		(36.1)		—		—		—		(36.1)
Dividends to shareholders	—	—		—		—		(57.7)		—		—		(57.7)
Other	—	—		—		—		—		—		(0.4)		(0.4)
Balance, December 31, 2020	190.5	$	2.0	$	2,088.1	$	(215.2)	$	937.4	$	(272.1)	$	95.9	$	2,636.1

Table of Contents

~~TRANSUNION AND SUBSIDIARIES~~

~~Consolidated Statements of Cash Flows~~

~~(in millions)~~


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
Net income	—	$	—	$	—	$	—	$	1,387.1	$	—	$	15.0	$	1,402.2
Other comprehensive income	—	—		—		—		—		(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)	$	2,254.6	$	(285.4)	$	98.1	$	4,006.2

Table of Contents

Twelve Months Ended December 31,
2017 2016 2015
Cash flows from financing activities (continued):
Underwriter fees and other costs on initial public offering —
—
(49.8 )
Debt financing fees (2015 fees include prepayment premiums on early terminations) (12.6 ) (3.7 ) (18.2 )
Proceeds from issuance of common stock and exercise of stock options 27.1
6.0
2.8
Treasury stock purchased (133.5 ) (0.7 ) (0.3 )
Distributions to noncontrolling interests (10.3 ) (9.3 ) (10.8 )
Excess tax benefit —
6.3
1.4
Payment of contingent obligation (10.5 ) (0.5 ) —
Cash provided by (used in) financing activities (53.9 ) 153.8
(51.3 )
Effect of exchange rate changes on cash and cash equivalents 0.3
1.1
(5.4 )
Net change in cash and cash equivalents (66.4 ) 49.0
55.3
Cash and cash equivalents, beginning of period 182.2
133.2
77.9
Cash and cash equivalents, end of period $ 115.8
$ 182.2
$ 133.2

Noncash investing activities:
Property and equipment acquired through capital lease obligations $ 1.2
$ —
$ 1.2
Noncash financing activities:
Finance arrangements $ 0.5
$ 16.3
$ 7.8
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 90.2
$ 87.9
$ 147.6
Income taxes, net of refunds $ 120.2
$ 93.6
$ 25.9


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
Net income	—	$	—	$	—	$	—	$	269.5	$	—	$	15.2	$	284.7
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

See accompanying notes to consolidated financial statements.

Table of Contents

~~TRANSUNION AND SUBSIDIARIES~~

~~Consolidated Statements of Stockholders’ Equity~~

~~(in millions)~~

Common Stock
Shares Amount Paid-In
Capital Treasury
Stock Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total Redeemable
Noncontrolling
Interests
Balance,
December 31,
2014 147.9
$ 1.5
$ 1,137.6
$ (4.3 ) $ (430.2 ) $ (117.5 ) $ 160.6
$ 747.7
$ 23.4
Net income
(loss) —
—
—
—
5.9
—
9.8
15.7
(0.4 )
Other
comprehensive
loss —
—
—
—
—
(74.3 ) (6.2 ) (80.5 ) (0.4 )
Distributions to
noncontrolling
interests —
—
—
—
—
—
(10.4 ) (10.4 ) (0.4 )
Reclassification
of redeemable
noncontrolling
interest —
—
—
—
—
—
0.2
0.2
(0.2 )
Adjustment of
redeemable
noncontrolling
interest —
—
(1.0 ) —
—
—
—
(1.0 ) (4.7 )
Purchase of
noncontrolling
interests —
—
(13.9 ) —
—
—
(18.4 ) (32.3 ) (14.4 )
Excess tax
benefit —
—
1.4
—
—
—
—
1.4
—
Stock-based
compensation —
—
9.0
—
—
—
—
9.0
—
Initial public
offering 34.0
0.3
714.4
—
—
—
—
714.7
—
Issuance of
stock —
—
0.4
—
—
—
—
0.4
—
Exercise of
stock options 0.4
—
2.4
—
—
—
—
2.4
—
Treasury stock
purchased —
—
—
(0.3 ) —
—
—
(0.3 ) —
Balance,
December 31,
2015 182.3
$ 1.8
$ 1,850.3
$ (4.6 ) $ (424.3 ) $ (191.8 ) $ 135.6
$ 1,367.0
$ 2.9

~~Table of Contents~~

TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity—Continued (in millions)
Common Stock
Shares Amount Paid-In
Capital Treasury
Stock Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total Redeemable
Noncontrolling
Interests
Net income —
$ —
$ —
$ —
$ 120.6
$ —
$ 10.8
$ 131.4
$ —
Other
comprehensive
income —
—
—
—
—
17.0
0.8
17.8
4.6
Distributions to
noncontrolling
interests —
—
—
—
—
—
(9.3 ) (9.3 ) —
Adjustment of
redeemable
noncontrolling
interest —
—
(10.0 ) —
—
—
—
(10.0 ) 15.8
Establishment of
noncontrolling
interests —
—
—
—
—
—
10.2
10.2
43.7
Excess tax
benefit —
—
6.3
—
—
—
—
6.3
—
Stock-based
compensation —
—
23.7
—
—
—
—
23.7
—
Employee share
purchase plan 0.1
—
1.4
—
—
—
—
1.4
—
Exercise of
stock options 0.8
—
4.6
—
—
—
—
4.6
—
Purchase of
noncontrolling
interest —
—
(31.4 ) —
—
—
(37.9 ) (69.3 ) (67.0 )
Treasury stock
purchased —
—
—
(0.7 ) —
—
—
(0.7 ) —
Other —
—
—
—
(0.1 ) —
—
(0.1 ) —
Balance,
December 31,
2016 183.2
$ 1.8
$ 1,844.9
$ (5.3 ) $ (303.8 ) $ (174.8 ) $ 110.2
$ 1,473.0
$ —

~~Table of Contents~~

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
Net income —
$ —
$ —
$ —
$ 441.2
$ —
$ 10.4
$ 451.6
Other
comprehensive
income —
—
—
—
—
39.5
2.9
42.4
Distributions to
noncontrolling
interests —
—
—
—
—
—
(10.3 ) (10.3 )
Stock-based
compensation —
—
31.8
—
—
—
—
31.8
Employee share
purchase plan 0.2
—
7.5
—
—
—
—
7.5
Exercise of
stock options 3.3
0.1
20.7
—
—
—
—
20.8
Treasury stock
purchased (3.5 ) —
—
(133.5 ) —
—
—
(133.5 )
Purchase of
noncontrolling
interest —
—
(41.4 ) —
—
—
(17.3 ) (58.7 )
Balance,
December 31,
2017 183.2
$ 1.9
$ 1,863.5
$ (138.8 ) $ 137.4
$ (135.3 ) $ 95.9
$ 1,824.6

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

TRANSUNION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015~~2020

1. Significant Accounting and Reporting Policies

Description of Business

~~We believe that we have the capabilities and assets, including comprehensive and unique datasets, advanced technology and analytics to provide differentiated solutions to our customers.~~ 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, ~~healthcare,~~ automotive and other relevant information obtained from ~~90,000 data~~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 next-generation technology allows us to quickly and efficiently integrate our data with our analytics and decisioning capabilities to create and deliver innovative solutions to our customers and to quickly adapt to changing customer needs. Our deep analytics expertise, whichaddressable market includes our people as well as tools such as predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enables businesses and consumers to gain better insights into their risk and financial data. Our decisioning capabilities, which are generally delivered on a software-as-a-service platform, allow businesses to interpretthe global data and ~~apply~~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 ~~specific qualifying criteria~~data identities play in their ability to ~~make decisions~~procure goods and ~~take actions. Collectively,~~services. We leverage our ~~data, analytics~~differentiated capabilities in order to serve a global customer base across multiple geographies and decisioning capabilities allow businesses to authenticate the identity of consumers, effectively determine the most relevant products for consumers, retain and cross-sell to existing consumers, identify and acquire new consumers and reduce loss from fraud. Similarly, our capabilities allow consumers to see how their credit profiles have changed over time, understand the impact of financial decisions on their credit scores, manage their personal information and take precautions against identity theft.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 20, “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.~~

~~Initial Public Offering~~

On June 30, 2015, we completed our initial public offering (“IPO”) of our common stock. The proceeds, net of underwriter fees and commission and costs incurred in connection with the IPO, were recorded in additional paid-in capital. The IPO costs consisted primarily of legal fees, accounting fees and printing fees. See Note 11, “Stockholders’ Equity” for further discussion on the IPO.

~~Subsequent Events~~

Events and transactions occurring through the date of issuance of the financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or notes to the consolidated financial statements.

Intermediate Holdings. Inc.

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Principles of Consolidation

The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its ~~majority-owned or~~ controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. ~~Nonmarketable investments~~Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for ~~using~~at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the ~~cost method and periodically reviewed for impairment.~~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~~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.

~~Change in Accounting Estimate~~Impact of COVID-19 on Our Financial Statements

~~Effective July 1, 2014, we revised~~During 2020, the ~~remaining useful lives~~economic effect of ~~certain internal use software, equipment, leasehold improvement~~the COVID-19 pandemic had a material and ~~corporate headquarters facility assets to align with the expected completion dates~~adverse impact on numerous aspects of our ~~strategic initiatives to transform~~business, including customer demand for our ~~technology infrastructure~~services and ~~corporate headquarters facility. As a result, depreciation and amortization expense increased by $28.8 million for the year ended December 31, 2015. The net~~solutions in all of tax impact of this change decreased net income attributable to TransUnion by $18.4 million, or $0.11 per share for the year ended December 31, 2015. The impact for the years ended December 31, 2016 and 2017 were not significant.our segments.

Segments

Operating segments are businesses for which separate financial information is available and evaluated regularly by ~~the~~our chief operating ~~decision-maker in~~decision maker (“CODM”) deciding how to allocate ~~resources.~~resources and assess performance. We have ~~four~~three operating and reportable segments; ~~USIS, Healthcare,~~U.S. Markets, International and Consumer Interactive. We aggregate our USIS and Healthcare operating segments into the USIS reportable segment. We manage our business and report our financial results in three reportable segments: U.S. Information Services (“USIS”); 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 ~~16,~~20, “Reportable Segments.”

Revenue Recognition and Deferred Revenue

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the pricing is fixed or determinable and the collectability is reasonably assured.

~~A significant portion~~All of our revenue is derived from ~~providing information~~contracts with our customers and is reported as revenue in the Consolidated Statements of Income 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 our customers. This revenue is recognized when services are provided, assuming all criteria for revenue recognition are met. A smaller portion of our revenue relates to subscription-based contracts where a customer ~~pays a predetermined fee for a predetermined, or unlimited, number~~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 transactions or services during the subscription period. Revenue related to subscription-based contracts that have a preset number of transactions is recognized as the services are provided, using an effective transaction rate as the actual transactions are completed. Any remaining revenue related to unfulfilled units is not recognized until the end of the related contract subscription period. Revenue related to subscription-based contracts that have an unlimited volume is recognized straight-line over the contract term.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. ~~Deferred~~The current and long-term portions of deferred revenue isare included in other current liabilities and other liabilities.

See Note 15, “Revenue,” for a further discussion about our revenue recognition policies.

Costs of Services

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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, ~~2017, 2016~~2022, 2021 and ~~2015~~2020 were ~~$46.0~~$87.7 million, ~~$50.8~~$92.9 million and ~~$43.1~~$89.8 million, respectively.

Stock-Based Compensation

Compensation expense for all stock-based compensation awards is determined using the grant date fair ~~value and includes an estimate for expected forfeitures.~~value. For all equity-based plan, 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 ~~14,~~18, “Stock-Based Compensation.”

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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 ~~13,~~17, “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 ~~gains~~losses for the years ended December 31, ~~2017~~2022, 2021 and ~~2016~~2020 were ~~$2.2 million and $0.3 million, respectively. The exchange rate loss for the year ended December 31, 2015, was $3.6 million.~~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.

Trade Accounts Receivable

~~Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The~~We base our allowance for doubtful accounts ~~is based~~estimate on our historical ~~write-off~~loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and ~~the establishment of~~ specific reserves for customers in adverse financial condition or for existing contractual disputes. ~~Adjustments to the allowance are recorded as~~

The following is a bad debt expense in selling, general and administrative expenses. Trade accounts receivable are written off against the allowance when we determine that they are no longer collectible. We reassess the adequacyroll-forward of the allowance for doubtful accounts ~~each reporting period.~~for the periods presented:


	Twelve months ended December 31,
	2022		2021		2020
Beginning Balance	$	10.7	$	17.1	$	13.4
Provision for losses on trade accounts receivable	5.9		(2.6)		9.8
Write-offs, net of recovered accounts	(5.6)		(3.8)		(6.1)
Ending balance	$	11.0	$	10.7	$	17.1

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 ~~twenty~~20 years. Computer equipment and purchased software are depreciated over ~~three~~3 to ~~seven~~7 years. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the lease term. Other assets are depreciated over ~~five~~5 to ~~seven~~7 years. Intangibles, other than indefinite-lived intangibles, are amortized using the straight-line method, which approximates the pattern of usage, over their economic life, generally ~~three~~3 to ~~forty~~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 3,5, “Property, Plant and Equipment,” and Note 5,7, “Intangible Assets,” for additional information about these assets.

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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 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 ~~three~~3 to ~~seven~~10 years.

As our business continues to evolve, and in connection with the completion of our strategic initiative to transform our technology infrastructure, we reviewed the remaining estimated useful lives for all of our internally developed software assets during the fourth quarter of 2016. This review indicated that the estimated useful lives of certain assets were longer than the estimates initially used for amortization purposes. As a result, in the fourth quarter of 2016, we changed the estimated useful lives for a portion of these assets to better align with their estimated remaining economic useful lives. Subsequent to the completion of our review, we continue to amortize our internal use software assets on a straight-line basis over their estimated useful lives, generally three to seven years.

Impairment of Long-Lived Assets

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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 ~~2017, 2016~~2022, 2021 and ~~2015.~~2020.

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. ~~Trading securities are carried at fair value, with unrealized gains and losses included in income.~~

At December 31, ~~2017~~2022 and ~~2016,~~2021, the Company’s marketable securities consisted of ~~trading securities and~~ available-for-sale securities. ~~The trading securities relate to a nonqualified deferred compensation plan held in trust for the benefit of plan participants.~~ 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 ~~15,~~19, “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 ~~2017, 2016~~2022, 2021 or ~~2015.~~2020.

Goodwill

Goodwill ~~and Other Indefinite-Lived Intangibles~~

~~Goodwill and any indefinite-lived intangible assets are~~is allocated to ~~the~~our reporting units, which are an operating segment or one level below an operating ~~segment, that will receive the related sales and income.~~segment. We ~~test goodwill and~~have no indefinite-lived intangible assets ~~for~~other than goodwill. We conduct an impairment ~~on an annual basis,~~test in the fourth quarter of each year, or ~~on an interim basis~~more frequently if ~~there is an indicator~~events or circumstances indicate that the carrying value of ~~impairment.~~ goodwill may be impaired.

We have the option to first ~~consider~~perform a qualitative ~~factors~~analysis to determine if it is more likely than not that the fair value of ~~any~~a reporting ~~units~~unit is less than its carrying ~~amount.~~value. If the qualitative ~~assessment~~analysis indicates that an impairment is more likely than not for any reporting unit, ~~then~~ we ~~are required~~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, ~~for that~~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 our qualitative goodwill impairment tests, we analyze actual and projected reporting unit growth trends for revenue and profits, as well as historical performance versus plans and prior quantitative tests performed. We also assess critical areas that may impact each reporting unit, ~~including macroeconomic conditions and~~we compare the expected related impacts, market-related exposures, cost factors, changes in the carrying amount of its net assets, any plans to dispose of all or part of the reporting unit, and other reporting-unit specific factors such as changes in key personnel, strategy, customers or competition.

~~For our quantitative goodwill impairment tests, we use discounted cash flow techniques to determine~~ fair value ~~and compare~~to its carrying value including goodwill. If the fair value of the reporting unit ~~to its carrying amount to determine if there is a potential impairment. Beginning in the fourth quarter~~

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~~of 2017, upon the adoption of ASU 2017-04, if a reporting unit’s fair value~~ is less than its carrying ~~amount,~~value, we ~~will~~ record an impairment charge based on that difference, up to the amount of goodwill ~~allocated to~~recorded in that reporting unit.

~~For other indefinite-lived intangibles, if any, we use discounted~~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 ~~flow techniques~~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 ~~determine fair value, and compare~~each reporting unit. Market multiples are based on the ~~fair value~~guideline public company method using comparable publicly traded company multiples of ~~the asset to its carrying amount to determine if there is an impairment. If the fair value of the asset is less than its carrying amount, we will record an impairment loss.~~

We believe the assumptions we use in our qualitative and quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants. Such assumptions are, however, inherently uncertain, and different assumptions could lead to a different assessmentEBITDA for a ~~reporting unit that could adversely affect our results~~group of ~~operations.~~benchmark companies.

See Note 4,6, “Goodwill,” for additional information about our ~~2017~~2022 impairment analysis.

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, ~~2017, 2016~~2022, 2021 and ~~2015~~2020 were ~~$22.0~~$32.9 million, ~~$19.1~~$34.5 million and ~~$17.0~~$27.2 million, respectively. We also maintain a nonqualified deferred compensation plan for certain key employees. The deferred compensation plan contains both employee deferred compensation and company contributions. These investments are held in the TransUnion Rabbi Trust, and are included in marketable securities in the consolidated balance sheets. The assets held in the Rabbi Trust are for the benefit of the participants in the deferred compensation plan, but are available to our general creditors in the case of our insolvency. The liability for amounts due to these participants is included in other current liabilities and other liabilities in the consolidated balance sheets.

Recently Adopted Accounting Pronouncements

~~On January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04,~~ ~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.~~ This ASU eliminates the requirement to calculate the implied fair value of goodwill if there is an indication of impairment. Under existing guidance, if the fair value of a reporting units is lower than its carrying amount (Step 1), an entity calculates an impairment chargeThere are no recent accounting pronouncements that have been adopted by comparing the implied fair value of goodwill with its carrying amount (Step 2). Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference, up to the amount of goodwill allocated to that reporting unit. The new standard eliminates the need to calculate a goodwill impairment charge using Step 2 as described above. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The standard is effective for annual and interim impairment tests performedTransUnion in periods beginning after December 15, 2019, with early adoption permitted for annual and interim impairment tests performed after January 1, 2017. We have elected to early adopt this guidance beginning with our goodwill impairment tests performed during 2017. This guidance had no impact on our consolidated financial statements.

~~On March 30, 2016, the FASB issued ASU No. 2016-09,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.~~ This ASU simplifies several aspects of the accounting for share-based payment award transactions, including income tax consequences, classification of awards, and classification on the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein. The provisions in the new guidance related to income taxes that impacted us were adopted prospectively. As a result of this guidance, beginning January 1, 2017, we record excess tax benefits as a reduction to income tax expense and reflect excess tax benefits as operating cash flows. Depending on the exercise pattern of our remaining outstanding options, and the value of our stock on the exercise dates of our stock options and vest dates of our restricted stock units relative to the corresponding fair value of those awards on their grant dates, there could be a material impact on our future income tax expense. See Note 14, “Stock-Based Compensation,” for further information about the number and weighted-average grant-date fair values of our outstanding stock awards.2022.

Recent Accounting Pronouncements Not Yet Adopted

~~On May 28, 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~. During 2016, the FASB issued several additional ASU’s related to revenue recognition. This series of comprehensive guidance will replace all existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. Under the new guidance, there is a five-step model toThere are no pending recent accounting pronouncements that apply to ~~revenue recognition.~~ TransUnion that have not been adopted.

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2. Business Acquisitions

The ~~five-steps consist of: (1)~~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 ~~whether a contract, an agreement between two or more parties that creates legally enforceable rights~~fair value requires management to make significant estimates and ~~obligations, exists; (2) identification~~assumptions. The excess of the ~~performance obligations~~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.

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 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 ~~contract; (3) determination~~future. We leverage the data provider consortium and proprietary and differentiated benchmarking datasets of ~~the transaction price; (4) allocation of the transaction price~~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 ~~performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied.~~

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~~We have adopted this standard as of January 1, 2018, and will use the modified retrospective approach applied to those contracts~~acquisition that were not ~~completed~~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 has been finalized. As of December 31, 2022, the valuation of the assets acquired and liabilities assumed is substantially complete, and we expect to complete this analysis within one year from the acquisition date.

The fair values assigned to assets acquired and liabilities assumed as of December 31, 2022, are based on management’s best estimates and assumptions as of the reporting date. The acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included in the U.S. Markets segment.

The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed as of April 8, 2022, the date of acquisition, inclusive of measurement period adjustments:

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	April 8, 2022
(in millions)	VF
Purchase price1:	$	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
Goodwill1,2	167.5
Other intangibles1	195.0
Other assets	29.0
Other assets of discontinued operations	126.9
Total assets acquired	$	577.0

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 taxes1	40.2
Other liabilities	0.1
Other liabilities of discontinued operations	0.6
Total liabilities assumed	$	71.4

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 impacting intangibles, goodwill, and deferred taxes. The impact of these adjustments resulted in a decrease to other intangibles of $25.0 million, an increase to goodwill of $18.3 million, a decrease in deferred taxes of $4.5 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. See Note 10, “Debt,” for additional information about our Incremental Term B-6 Loan. There was no contingent consideration resulting from this transaction.

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 provides immediate scale to our identity resolution services through Neustar’s large, well-established customer base, accelerates the future growth of our identity-based solutions and expands our powerful digital identity capabilities through the addition of distinctive data and analytics, enabling consumers and businesses to transact online with greater confidence.

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We engaged in business activities with Neustar prior to the acquisition that ~~date. Upon adoption, under~~were not material. The results of operations of Neustar subsequent to the ~~modified retrospective~~acquisition date and the acquired assets and assumed liabilities are included in the U.S. Markets segment.

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.

Sontiq 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 acquisition of Sontiq provides access to an attractive new base of customers and consumers through a highly 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.

The results of operations of Sontiq subsequent to the acquisition date are included within the Consumer Interactive segment, and together with the acquired assets and assumed liabilities, including the allocation of goodwill and intangible assets, are included in the Consumer Interactive segment. 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.

Purchase Price Allocations

The purchase price and valuations of the assets acquired and liabilities assumed for the Neustar and Sontiq acquisitions have been finalized as of December 31, 2022. The table below summarizes the allocation of fair value of assets acquired and liabilities assumed, inclusive of measurement period adjustments:


	December 1, 2021
(in millions)	Neustar		Sontiq		Total
Purchase price1:	$	3,100.1	$	642.6	$	3,742.7

Assets acquired:
Cash and cash equivalents	$	122.7	$	17.8	$	140.4
Trade accounts receivable	118.7		10.0		128.7
Other current assets	24.6		1.6		26.2
Right of use lease assets	83.2		2.4		85.6
Property, plant and equipment1	42.1		1.8		43.9
Goodwill1,2	1,882.2		437.8		2,320.0
Other intangibles	1,510.0		237.2		1,747.2
Other assets	5.4		0.2		5.6
Total assets acquired	$	3,788.9	$	708.7	$	4,497.6

Liabilities assumed:
Accounts payable	$	29.1	$	7.3	$	36.4
Other current liabilities	154.7		4.8		159.6
Deferred revenue	49.3		19.1		68.5
Operating lease liabilities	87.8		2.4		90.1
Other liabilities	13.4		0.1		13.5
Deferred tax liabilities1	354.4		32.4		386.8
Total liabilities assumed	$	688.8	$	66.1	$	754.9

Net assets acquired:	$	3,100.1	$	642.6	$	3,742.7

1.During the twelve months ended December 31, 2022, the purchase price for Neustar was reduced by $6.5 million to reflect the final purchase price adjustments. Measurement period adjustments for Neustar included a decrease to

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goodwill of $18.1 million, a decrease in deferred tax liabilities of $10.7 million, and other insignificant changes. Purchase price adjustments for Sontiq were insignificant for the twelve months ended December 31, 2022. Measurement period adjustments in 2022 for Sontiq included a $7.9 million decrease in Goodwill, a $3.4 million decrease in property, plant and equipment, and a $11.8 million decrease in deferred income tax liabilities, and other insignificant changes.

2.For tax purposes, we estimate that $285.9 million of the goodwill, which originated from previous acquisitions of Neustar and Sontiq, is tax deductible.

Identifiable Intangible Assets and Goodwill

Identifiable Intangible Assets

The following table sets forth the components of identifiable intangible assets acquired and the weighted average amortization period as of the acquisition date:


	April 8, 2022			December 1, 2021
	Argus1			Neustar1			Sontiq1
(dollars in millions)	Preliminary Fair Value		Weighted-Average Amortization Period	Fair Value		Weighted-Average Amortization Period	Fair Value		Weighted-Average Amortization Period
Customer related assets	$	171.0	18 years	$	1,180.0	18 years	$	183.3	17 years
Technology and software	22.0		7 years	320.0		10 years	49.7		10 years
Trade names and trademarks	2.0		1 year	10.0		1 year	1.5		1 year
Non-compete agreements	—		0	—		0	2.7		2 years
Total identifiable intangible assets	$	195.0	16 years	$	1,510.0	16 years	$	237.2	15 years

(1)As of December 31, 2022, the valuation of intangible assets is substantially complete for Argus, and final for Neustar and Sontiq.

In determining the fair value of the identifiable intangible assets, we utilized various forms of the income approach, depending on the ~~cumulative effect~~asset being valued. The estimation of ~~adopting Topic 606,~~fair value requires significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Other inputs included historical data, current and anticipated market conditions, and growth rates.

The intangible assets were valued using the following valuation approaches:

Customer Relationships

For each acquisition, a customer related asset was deemed to be the primary asset, which ~~is not material, will~~we valued using the multi-period excess-earnings method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include customer attrition rates, EBITDA margins, and discount rates.

For Argus, we also identified another customer related asset that met the criteria to be recognized separately from the primary asset, which we valued using the lost income method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include the expected length of time to recreate the customer relationships, EBITDA margins, and discount rates.

Technology and software

Other identifiable intangible assets

Other identifiable intangible assets include trade names and trademarks and non-compete agreements for key employees, which are not material. Trade names and trademarks were valued using the relief from royalty method, and non-compete agreements were valued using the lost income method.

Goodwill

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We recorded the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. The purchase price of each acquisition exceeded the fair value of the net assets acquired due primarily to expected future revenue growth opportunities, synergies, operating efficiencies, and the assembled workforce. The acquisition of Argus provides proprietary competitive portfolio performance insights sourced from a consortium of financial institutions that, when combined with TransUnion’s authoritative datasets, is expected to allow us to better serve our customers by providing enhanced insights and solutions. The acquisition of Neustar is expected to accelerate growth through both material revenue synergies and increased participation in the ~~opening balance~~fast-growing digital marketing and identity verification marketplaces. The acquisition of ~~retained earnings. There will~~Sontiq is expected to result in a more comprehensive set of offerings which are expected to significantly increase growth opportunities for the Company.

Unaudited pro-forma financial information

The supplemental pro-forma financial information 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, 2020. The pro-forma revenues and results of operations of Sontiq and Argus are not ~~be a material~~included because the impact on our consolidated financial statements is immaterial. 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 ~~how we recognize revenue. Our~~January 1, 2020, 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 ~~statements will include enhanced disclosures, particularly around~~information has been calculated after applying TransUnion’s accounting policies and adjusting the ~~disaggregation~~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. These expenses are reflected in pro-forma net income from continuing operations attributable to TransUnion for the year ended December 31, 2020, in the table below and the acquisition related expenses incurred by TransUnion are included in other income (expense), net, in our consolidated statement of income for the year ended December 31, 2021.

There are no other material non-recurring pro-forma adjustments directly attributable to the Neustar acquisition included in the reported pro-forma revenue and ~~contract assets and liabilities. We have implemented new internal processes and controls that will enable us to comply with the requirements~~pro-forma net income.


	(Unaudited)
	TransUnion and Neustar combined
	For the Year Ended
(in millions)	December 31, 2021		December 31, 2020
Pro-forma revenue	$	3,493.2	$	3,064.5
Pro-forma net income from continuing operations attributable to TransUnion	$	247.6	$	72.9

2020 Acquisitions

During 2020, we acquired 100% of the ~~new standard.~~

~~On January 5, 2016, the FASB issued ASU 2016-01,Financial Instruments - Overall (Subtopic 825-10): Recognition~~equity of Tru Optik Data Corp (“Tru Optik”) and ~~Measurement~~Signal Digital, Inc. (“Signal”). The results of ~~Financial Assets~~operations of Tru Optik and ~~Financial Liabilities.~~ ~~This ASU is intended~~Signal, which are not material to improve the recognition and measurement of financial instruments. Among other things, the ASU requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value, if fair value is readily determinable, with changes in fair value recognized in net income. If fair value is not readily determinable, an entity may elect to measure equity investments at cost, less 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. We will avail ourselves of this election for any qualifying equity investments that do not have readily determinable fair values. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. This guidance did not have an impact on our consolidated financial ~~statement upon adoption January 1, 2018, but could impact the future carrying value~~statements, have been included as part of our ~~costs method investments. See Note 7, “Investment~~U.S. Markets reportable segment in ~~Affiliated Companies” for additional information about our costs method investments.~~

~~On February 25, 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~. This ASU, among other things, will require lessee’s to record a lease liability, which is an obligation to make lease payments arising from a lease, and right-of-use asset, which is an asset that represents the right to use, or control the use of, a specified asset for the lease term, for all long-term leases. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact this guidance will have on our consolidated financial statements.

~~On June 16, 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.~~ This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim period therein. We are currently assessing the impact this guidance will have on our consolidated financial statements.

~~On August 26, 2016 the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.~~ This ASU addresses the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim period therein. This guidance will not have a material impact on our consolidated statements of ~~cash flows.~~income since the date of each of the acquisitions. During 2021, we finalized the purchase accounting for Tru Optik and Signal, with no material changes to our previous estimates.

3. Discontinued Operations

Non-core businesses from the VF acquisition

As discussed in Note 2, “Business Acquisitions,” 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 income for the year ended December 31, 2022. In the fourth quarter, we classified additional assets of Argus as held-for-sale. On ~~August 28, 2017,~~December

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30, 2022, we divested the ~~FASB issued ASU No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.~~ ~~The new standard is intended to improve and simplify accounting rules around hedge accounting. The guidance is effective for annual reporting periods beginning after~~non-core businesses, including the assets we classified as held-for-sale in the fourth quarter. As we sold these businesses on December ~~15, 2018, including interim periods therein. We~~30, 2022, there are ~~currently assessing the impact this guidance will have~~no assets or liabilities of these businesses on our consolidated balance sheet as of December 31, 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 of $70.3 million. The purchase price is subject to certain customary adjustments. We recognized a $7.5 million gain on the sale of these businesses, which is included in discontinued operations, net of tax.

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 ~~statements.~~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 income.

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, 2022 and December 31, 2021. We classified the results of operations of our Healthcare business as discontinued operations, net of tax, in our consolidated statements of income. 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 income for the twelve months ended December 31, 2022 and 2021, respectively, with respect to this sale.

Discontinued operations, net of tax

Discontinued operations, net of tax, for the twelve months ended December 31, 2022 as reflect in the table below is related to the non-core businesses of our VF acquisition, as well as an incremental gain on sale of discontinued operations resulting from the final net working capital adjustment related to our Healthcare business. The results reflected for the twelve months ended December 31, 2021 and December 31, 2020, are exclusively attributed to the Healthcare business that we disposed of in December 2021:


	Twelve Months Ended December 31,
(in millions)	2022		2021		2020
Revenue	$	36.7	$	184.8	$	185.9
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	11.7		65.6		66.5
Selling, general and administrative	14.9		39.1		30.6
Depreciation and amortization	—		16.5		21.1
Total operating expenses	26.6		121.2		118.2
Operating income of discontinued operations	10.1		63.6		67.7
Non-operating income and (expense)	(0.5)		1.9		(1.4)
Income before income taxes from discontinued operations	9.6		65.5		66.3
Provision for income taxes	(0.1)		(16.3)		(16.5)
Gain on sale of discontinued operations, net of tax	8.0		982.5		—
Discontinued operations, net of tax	$	17.4	$	1,031.7	$	49.8

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2.4. Other Current Assets

Other current assets consisted of the following:


(in millions)	December 31, 2022		December 31, 2021
Prepaid expenses	$	145.1	$	136.2
Contract assets (Note 15)	11.4		5.2
Marketable securities (Note 19)	2.6		3.1
Other	103.6		87.1
Total other current assets	$	262.7	$	231.6

(in millions) December 31,
2017 December 31,
2016
Prepaid expenses $ 59.0
$ 43.9
Income taxes receivable 23.7
5.4
Other investments 18.3
29.5
Other receivables 16.5
0.1
CFPB escrow deposit 13.9
—
Marketable securities 3.3
3.3
Deferred financing fees 0.6
0.5
Other 10.9
7.2
Total other current assets $ 146.2
$ 89.9

~~The increase~~Other includes other investments in ~~income taxes receivable is due primarily to estimated tax payments in excess of actual taxes due. Other investments include~~ non-negotiable certificates of deposit that are recorded at their carrying value which approximates fair value. ~~Other receivables consist of amounts receivable from settlements of certain legal claims.~~

3.5. Property, Plant and Equipment

Property, plant and equipment, including those acquired by ~~capital~~finance lease, consisted of the following:


(in millions)	December 31, 2017			December 31, 2016			(in millions)	December 31, 2022		December 31, 2021
Computer equipment and furniture	$	276.1		$	226.9		Computer equipment and furniture	$	555.7	$	511.8
Purchased software	119.4			105.5			Purchased software	227.6		218.3
Building and building improvements	99.2			97.5			Building and building improvements	143.1		139.9
Land	3.2			3.2			Land	3.2		3.2
Total cost of property, plant and equipment	497.9			433.1			Total cost of property, plant and equipment	929.6		873.1
Less: accumulated depreciation	(299.3		)	(235.6		)	Less: accumulated depreciation	(711.3)		(625.4)
Total property, plant and equipment, net of accumulated depreciation	$	198.6		$	197.5		Total property, plant and equipment, net of accumulated depreciation	$	218.2	$	247.7

Depreciation expense, including depreciation of assets recorded under ~~capital~~finance leases, for the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015,~~2020, was ~~$67.9~~$105.9 million, ~~$67.7~~$98.8 million and ~~$60.3~~$94.0 million, respectively.

4.6. Goodwill

Goodwill is tested for impairment at the reporting unit level on an annual basis, in the fourth quarter, or on an interim basis if changes in circumstances could reduce the fair value of a reporting unit below its carrying value. Our reporting units consist of ~~USIS and Healthcare within the~~ U.S. ~~Information Services (“USIS”) reportable segment,~~Markets, Consumer Interactive, and the geographic regions of the United Kingdom, Africa, Canada, Latin America, India, and ~~Asia-Pacific~~Asia Pacific within our International reportable segment.

~~For 2017,~~We perform our annual goodwill impairment tests as of October 31. In 2022, 2021 and 2020 we ~~performed~~elected to bypass the qualitative goodwill impairment analysis, and instead performed a quantitative goodwill impairment test for all reporting units. We compared the fair value of each reporting unit to its carrying value including goodwill. For each of our reporting units, the fair value exceeded the carrying value and ~~the results of~~no impairment loss was recorded. For our ~~tests indicated that it was not more likely than not that the goodwill in any~~United Kingdom reporting unit, we had $681.2 million of goodwill as of December 31, 2022. The calculated excess fair value over carrying value was ~~impaired, with the exception~~less than 10% of ~~Africa. For Africa,~~its carrying value as of October 31, 2022, our annual assessment date. Therefore, we ~~also performed the quantitative test and determined that~~concluded no impairment existed. Further, a 10% decrease in the estimated cash flows or a 10% increase in the discount rate would not result in a material impairment. The goodwill impairment tests we performed during 2016 and 2015 also resulted in no impairment. Atexisted for this reporting unit. As of December 31, ~~2017,~~2022, there was no accumulated goodwill impairment ~~loss.~~

loss for any reporting unit.

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Goodwill allocated to our reportable segments as of December 31, ~~2017, 2016~~2022, and ~~2015,~~2021, and the changes in the carrying amount of goodwill during ~~those~~the periods, consisted of the following:


(in millions)	U.S. Markets		International		Consumer Interactive		Total
Balance, December 31, 2020	$	1,562.3	$	1,423.1	$	241.2	$	3,226.6
2021 Acquisitions	1,900.2		—		445.8		2,346.0
Purchase accounting measurement period adjustments	(7.9)		—		—		(7.9)
Foreign exchange rate adjustment	—		(39.0)		—		(39.0)
Balance, December 31, 2021	$	3,454.6	$	1,384.1	$	687.0	$	5,525.7
2022 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

(in millions) USIS International
Consumer
Interactive
Total
Balance, December 31, 2015 $ 1,210.1
$ 532.1
$ 241.2
$ 1,983.4
Purchase accounting adjustments 4.0
—
—
4.0
Acquisitions 31.6
131.6
—
163.2
Foreign exchange rate adjustment —
23.3
—
23.3
Balance, December 31, 2016 $ 1,245.7
$ 687.0
$ 241.2
$ 2,173.9
Purchase accounting adjustments 14.2
—
—
14.2
Acquisitions 161.4
—
—
161.4
Foreign exchange rate adjustment —
19.3
—
19.3
Balance, December 31, 2017 $ 1,421.3
$ 706.3
$ 241.2
$ 2,368.8

5.7. 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. Increases to the gross amount of intangible assets during 2017 included expenditures to develop internal use software, a $149.7 million increase due primarily to our 2017 business acquisitions of Datalink Services, Inc., xTech Holdings, Inc. and FT Holdings, Inc., and increases due to the impact of foreign exchange rate adjustments.

Intangible assets consisted of the following:


	December 31, 2022						December 31, 2021
(in millions)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	2,048.6	$	(330.9)	$	1,717.7	$	1,918.1	$	(225.3)	$	1,692.8
Internal use software	1,959.8		(1,029.8)		930.0		1,765.9		(874.5)		891.4
Database and credit files	1,337.7		(725.6)		612.1		1,403.3		(655.0)		748.3
Trademarks, copyrights and patents	587.7		(173.2)		414.5		581.9		(146.7)		435.2
Noncompete and other agreements	10.5		(9.1)		1.4		10.3		(7.4)		2.9
Total intangible assets	$	5,944.1	$	(2,268.6)	$	3,675.5	$	5,679.5	$	(1,908.9)	$	3,770.6

December 31, 2017 December 31, 2016
(in millions) Gross
Accumulated
Amortization
Net Gross
Accumulated
Amortization
Net
Database and credit files $ 854.8
$ (302.0 ) $ 552.8
$ 844.4
$ (242.7 ) $ 601.7
Internal use software 946.2
(489.4 ) 456.8
739.0
(412.7 ) 326.3
Customer relationships 439.5
(114.4 ) 325.1
415.7
(89.3 ) 326.4
Trademarks, copyrights and patents 572.1
(84.2 ) 487.9
573.3
(69.2 ) 504.1
Noncompete and other agreements 6.8
(3.6 ) 3.2
5.7
(1.9 ) 3.8
Total intangible assets $ 2,819.4
$ (993.6 ) $ 1,825.8
$ 2,578.1
$ (815.8 ) $ 1,762.3
Changes in the carrying amount of intangible assets between periods consisted of the following:


(in millions)	Gross		Accumulated Amortization		Net
Balance, December 31, 2021	$	5,679.5	$	(1,908.9)	$	3,770.6
Business acquisitions	193.4		—		193.4
Developed internal use software	214.4		—		214.4
Amortization	—		(413.1)		(413.1)
Reclassified to assets-held-for-sale	(13.8)		—		(13.8)
Disposals	(15.9)		14.7		(1.2)
Foreign exchange rate adjustment	(113.5)		38.7		(74.8)
Balance, December 31, 2022	$	5,944.1	$	(2,268.6)	$	3,675.5

All amortizable ~~intangibles~~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 ~~twelve~~12 to ~~fifteen~~15 year period. Internal use software is generally amortized over ~~three~~3 to ~~seven~~10 year period. Customer relationships are amortized over a ~~ten~~10 to ~~twenty~~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 ~~forty year period.~~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 ~~economic life.~~useful lives. The weighted average lives of our intangibles is approximately ~~sixteen~~15 years.

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Amortization expense related to intangible assets for the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015,~~2020, was ~~$170.1~~$413.1 million, ~~$197.5~~$278.2 million and ~~$218.1~~$252.7 million, respectively. Estimated future amortization expense related to intangible assets at December 31, ~~2017,~~2022, is as follows:


(in millions)	Annual Amortization Expense
2023	$	417.8
2024	390.4
2025	369.3
2026	347.4
2027	288.6
Thereafter	1,862.0
Total future amortization expense	$	3,675.5



PART I			1
ITEM 1. BUSINESS			1
ITEM 1A. RISK FACTORS			1820
ITEM 1B. UNRESOLVED STAFF COMMENTS			3038
ITEM 2. PROPERTIES			3038
ITEM 3. LEGAL PROCEEDINGS			3038
ITEM 4. MINE SAFETY DISCLOSURES			3338
INFORMATION ABOUT OUR EXECUTIVE OFFICERS ~~OF THE REGISTRANT~~			3439
PART II			3642
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			3642
ITEM 6. ~~SELECTED FINANCIAL DATA~~ RESERVED			3843
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			4044
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			6071
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			6173
Consolidated Balance ~~Sheet~~s Sheets			6476
Consolidated Statements of Income			6577
Consolidated Statements of Comprehensive Income			6678
Consolidated Statements of Cash Flows			6779
Consolidated Statements of Stockholders’ Equity			6980
Notes to Consolidated Financial Statements			7283
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			~~104~~119
ITEM 9A. CONTROLS AND PROCEDURES			~~104~~119
ITEM 9B. OTHER INFORMATION			~~106~~120
~~PART III~~ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS			~~107~~120
PART III			121
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			~~107~~121
ITEM 11. EXECUTIVE COMPENSATION			~~107~~121
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			~~107~~121
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			~~107~~121
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			~~107~~121
PART IV			~~108~~122
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES			~~108~~122
ITEM 16. FORM 10-K SUMMARY			~~112~~125



x☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Period	Low	High
First quarter 2016	$20.43	$27.98
Second quarter 2016	$26.48	$33.70
Third quarter 2016	$31.57	$35.79
Fourth quarter 2016	$28.92	$34.50
First quarter 2017	$30.74	$38.76
Second quarter 2017	$37.64	$44.88
Third quarter 2017	$41.07	$49.46
Fourth quarter 2017	$46.92	$56.77



	TransUnion
(dollars in millions)	Twelve Months Ended December 31, 2017			Twelve Months Ended December 31, 2016			Twelve Months Ended December 31, 2015			Twelve Months Ended December 31, 2014			Twelve Months Ended December 31, 2013
Income Statement Data:
Revenue	$	1,933.8		$	1,704.9		$	1,506.8		$	1,304.7		$	1,183.2
Operating expense:
Cost of services	645.7			579.1			531.6			500.2			473.9
Selling, general and administrative	585.4			560.1			499.7			434.9			353.3
Depreciation and amortization	238.0			265.2			278.4			241.2			186.8
Total operating expense	1,469.1			1,404.4			1,309.7			1,176.3			1,014.0
Operating income (loss)	464.7			300.5			197.1			128.4			169.2
Non-operating income and expense	(92.2		)	(95.1		)	(170.5		)	(130.2		)	(195.1		)
Income (loss) from continuing operations before income taxes	372.5			205.4			26.6			(1.8		)	(25.9		)
(Provision) benefit for income taxes	79.1			(74.0		)	(11.3		)	(2.6		)	(2.3		)
Net income (loss)	451.5			131.4			15.3			(4.4		)	(28.2		)
Less: net income attributable to noncontrolling interests	(10.4		)	(10.8		)	(9.4		)	(8.1		)	(6.9		)
Net income (loss) attributable to the Company	$	441.2		$	120.6		$	5.9		$	(12.5	)	$	(35.1	)

Net earnings (loss) per share:
Basic	$	2.42		$	0.66		$	0.04		$	(0.09	)	$	(0.24	)
Diluted	$	2.32		$	0.65		$	0.04		$	(0.09	)	$	(0.24	)

Weighted average shares outstanding:
Basic	182.4			182.6			165.3			147.3			146.4
Diluted	189.9			184.6			166.8			147.3			146.4

Dividends per share:
Basic	$	—		$	—		$	—		$	—		$	—
Diluted	$	—		$	—		$	—		$	—		$	—



	As of
(dollars in millions)	December 31, 2017		December 31, 2016		December 31, 2015		December 31, 2014		December 31, 2013
Balance Sheet Data:
Total assets	$	5,118.5	$	4,781.2	$	4,442.8	$	4,633.8	$	4,456.2
Total debt⁽¹⁾	$	2,464.6	$	2,375.6	$	2,204.6	$	2,907.9	$	2,830.8
Total stockholders’ equity⁽¹⁾	$	1,824.6	$	1,473.0	$	1,367.0	$	747.7	$	714.5



								Change
	Twelve months ended December 31,							2017 vs. 2016					2016 vs. 2015
(dollars in millions)	2017			2016		2015		$			%		$			%
Revenue	$	1,933.8		$	1,704.9	$	1,506.8	$	229.0		13.4	%	$	198.1		13.1	%
Reconciliation of net income (loss) attributable to TransUnion to Adjusted EBITDA⁽¹⁾:
Net income (loss) attributable to TransUnion	$	441.2		$	120.6	$	5.9	$	320.6		nm		$	114.7		nm
Net interest expense	82.1			80.9		130.4		1.3			1.5	%	(49.6		)	(38.0	)%
Provision for income taxes	(79.1		)	74.0		11.3		(153.1		)	nm		62.7			nm
Depreciation and amortization	238.0			265.2		278.4		(27.2		)	(10.2	)%	(13.2		)	(4.8	)%
EBITDA	682.2			540.7		426.0		141.6			26.2	%	114.6			26.9	%
Adjustments to EBITDA:
Stock-based compensation⁽²⁾	47.7			31.2		22.3		16.5			52.7	%	8.9			39.8	%
Mergers and acquisitions, divestitures and business optimization⁽³⁾	8.5			18.5		8.0		(10.0		)	(53.9	)%	10.4			129.9	%
Technology transformation⁽⁴⁾	—			23.3		26.9		(23.3		)	(100.0	)%	(3.5		)	(13.2	)%
Other⁽⁵⁾	9.7			23.1		43.5		(13.4		)	(57.9	)%	(20.3		)	(46.8	)%
Total adjustments to EBITDA	65.9			96.1		100.7		(30.2		)	(31.4	)%	(4.5		)	(4.5	)%
Adjusted EBITDA	$	748.1		$	636.8	$	526.7	$	111.4		17.5	%	$	110.1		20.9	%

Other Metrics
Cash provided by operating activities	$	468.0		$	389.9	$	309.1	$	78.1		20.0	%	$	80.8		26.1	%
Capital expenditures	$	135.3		$	124.0	$	132.2	$	11.3		9.1	%	$	(8.2	)	(6.2	)%



(in millions)	Operating leases		Purchase obligations and other		Debt repayments		Loan fees and interest payments		Total
2018	$	16.3	$	210.5	$	119.3	$	90.7	$	436.8
2019	14.2		35.3		36.7		97.6		183.8
2020	12.5		23.7		43.3		98.2		177.7
2021	10.3		12.6		39.9		97.2		160.0
2022	6.2		3.6		354.9		90.8		455.5
Thereafter	20.2		18.9		1,882.1		22.3		1,943.5
Totals	$	79.7	$	304.6	$	2,476.2	$	496.8	$	3,357.3



(in millions)	USIS		International		Consumer Interactive		Total
Balance, December 31, 2015	$	1,210.1	$	532.1	$	241.2	$	1,983.4
Purchase accounting adjustments	4.0		—		—		4.0
Acquisitions	31.6		131.6		—		163.2
Foreign exchange rate adjustment	—		23.3		—		23.3
Balance, December 31, 2016	$	1,245.7	$	687.0	$	241.2	$	2,173.9
Purchase accounting adjustments	14.2		—		—		14.2
Acquisitions	161.4		—		—		161.4
Foreign exchange rate adjustment	—		19.3		—		19.3
Balance, December 31, 2017	$	1,421.3	$	706.3	$	241.2	$	2,368.8



	December 31, 2017							December 31, 2016
(in millions)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Database and credit files	$	854.8	$	(302.0	)	$	552.8	$	844.4	$	(242.7	)	$	601.7
Internal use software	946.2		(489.4		)	456.8		739.0		(412.7		)	326.3
Customer relationships	439.5		(114.4		)	325.1		415.7		(89.3		)	326.4
Trademarks, copyrights and patents	572.1		(84.2		)	487.9		573.3		(69.2		)	504.1
Noncompete and other agreements	6.8		(3.6		)	3.2		5.7		(1.9		)	3.8
Total intangible assets	$	2,819.4	$	(993.6	)	$	1,825.8	$	2,578.1	$	(815.8	)	$	1,762.3


(in millions)	Operating Leases		Finance Leases		Total
2023	$	38.2	$	0.1	$	38.3
2024	29.4		—		29.4
2025	19.9		—		19.9
2026	15.6		—		15.6
2027	12.0		—		12.0
Thereafter	39.6		—		39.6
Less imputed interest	(19.0)		—		(19.0)
Totals	$	135.7	$	0.1	$	135.8



~~Delaware~~



(in millions)	December 31, 2017			December 31, 2016
Deferred income tax assets:
Compensation	$	16.4		$	20.1
Employee benefits	2.5			4.9
Legal reserves and settlements	5.2			7.4
Hedge investments	1.1			4.8
Financing related costs	—			4.2
Loss and credit carryforwards	105.7			84.9
Other	7.7			10.0
Gross deferred income tax assets	138.6			136.3
Valuation allowance	(85.3		)	(59.2		)
Total deferred income tax assets, net	$	53.3		$	77.1
Deferred income tax liabilities:
Depreciation and amortization	$	(454.7	)	$	(604.5	)
Taxes on undistributed foreign earnings	(7.3		)	(49.7		)
Other	(8.8		)	(1.9		)
Total deferred income tax liability	(470.8		)	(656.1		)
Net deferred income tax liability	$	(417.5	)	$	(579.0	)


Deferred income tax liabilities:
Depreciation and amortization	(874.9)		(947.5)
Right of use asset	(36.0)		(38.9)
Taxes on unremitted foreign earnings	(14.6)		(10.0)
Financing related costs	—		(0.5)
Investment in affiliated companies	(7.3)		(8.9)
Hedge investments	(59.3)		—
Other	(10.5)		(8.1)
Total deferred income tax liability	(1,002.6)		(1,013.9)
Net deferred income tax liability	$	(753.8)	$	(777.8)



	~~Twelve Months December 31, 2015~~
~~Service condition options:~~
~~Dividend yield~~	—
~~Expected volatility~~	~~40%-55%~~
~~Risk-free interest rate~~	~~1.7%-2.3%~~
~~Expected life, in years~~	~~6.4~~
~~Weighted-average grant date fair value~~	~~$7.40~~

~~Market condition options:~~
~~Weighted-average grant date fair value~~	~~$7.15~~


									Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2016	8,779,322		$	7.05	6.3	$	209.6
Outstanding as of December 31, 2021								Outstanding as of December 31, 2021	242,534	$	8.05	1.5	$	26.8
Granted	—		—					Granted	—	—
Exercised	(3,246,977	)	6.38					Exercised	(140,236)	6.10
Forfeited	(37,973	)	11.43					Forfeited	—	—
Expired	—		—					Expired	—	—
Outstanding as of December 31, 2017	5,494,372		$	7.42	5.4	$	261.2
Outstanding as of December 31, 2022								Outstanding as of December 31, 2022	102,298	10.71		1.3	$	4.7

Expected to vest as of December 31, 2017	889,086		$	11.21	6.4	$	38.9
Exercisable as of December 31, 2017	4,577,822		$	6.65	5.2	$	221.1
Expected to vest as of December 31, 2022								Expected to vest as of December 31, 2022	—	$	—	0.0	$	—
Exercisable as of December 31, 2022								Exercisable as of December 31, 2022	102,298	$	10.71	1.3	$	4.7


	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2021	2,005,065	$	90.79	1.0	$	237.8
Granted	1,507,472	90.97
Vested	(972,892)	78.13
Forfeited	(218,934)	94.96
Outstanding as of December 31, 2022	2,320,711	$	94.73	1.3	$	131.7

Expected to vest as of December 31, 2022	1,920,050	$	91.75	1.2	$	109.0


(in millions)	Total		Level 1		Level 2		Level 3
Assets
Interest rate swaps (Note 8 and 12)	$	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 9 and 11)	$	10.0	$	—	$	—	$	10.0
Total	$	10.0	$	—	$	—	$	10.0



	As of December 31,
	2017		2016		2015
Domestic	78	%	78	%	83	%
International	22	%	22	%	17	%



	Three Months Ended
(in millions)	December 31, 2017⁽¹⁾		September 30, 2017		June 30, 2017		March 31, 2017
Revenue	$	506.1	$	498.0	$	474.8	$	455.0
Operating income	121.5		126.6		115.5		101.1
Net income	247.9		71.9		67.3		64.5
Net income attributable to TransUnion	245.1		68.8		64.9		62.3
Earnings per share:
Basic	$	1.34	$	0.38	$	0.36	$	0.34
Diluted	$	1.29	$	0.36	$	0.34	$	0.33


(in millions)	Foreign Currency Translation Adjustment		Net Unrealized Gain/(Loss) On Hedges		Net Unrealized Gain/(Loss) On Available-for-sale Securities		Accumulated Other Comprehensive Loss
Balance, December 31, 2019	$	(214.6)	$	(37.2)	$	0.2	$	(251.6)
Change	9.2		(29.9)		0.2		(20.5)
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)


~~(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:~~


~~(3)~~Exhibit No.			~~The following exhibits are filed with this Annual Report on Form 10-K for the fiscal year ended December, 31, 2017, or incorporated herein by reference.~~

Exhibit Name

~~Exhibit~~ ~~No.~~		~~Exhibit Name~~

2.1*2.1††		Securities Purchase Agreement, Made as a Deed, dated December 9, 2015, by and among TransUnion Netherlands I B.V., Trustev Limited, the Non-Management Sellers Identified therein, the Management Sellers identified therein and the Management Seller Representative named therein (Incorporated by reference to Exhibit 2.1 to TransUnion’s Current Report on Form 8-K filed December 15, 2015).

~~2.2*††~~	~~Agreement with respect to certain Shares and Options of Trustev Limited Made as a Deed,~~ dated as of ~~December 9, 2015,~~September 11, 2021, by and ~~among Trustev Limited, TransUnion Netherlands I B.V., the Management Holders identified therein~~between Trans Union LLC and ~~the Management Holder Representative named therein (Incorporated by reference to Exhibit 2.2 to TransUnion’s Current Report on Form 8-K filed December 15, 2015).~~

~~2.3*†~~	Share Purchase Sale Agreement, dated February 8, 2016, among TransUnion Netherlands II B.V., Bancolombia S.A., Banco Bilbao Vizcaya Argentaria Colombia S.A., Banco Davivienda S.A., Banco Corpbanca Colombia S.A., Banco de Bogota S.A., Banco de Occidente S.A., Banco GNB Sudameris S.A., Banco Colpatria Multibanca S.A., Banco Popular S.A., Banco Caja Social S.A., Corporacion Financiera Colombiana S.A., Banco Comercial AV Villas S.A., Citibank - Colombia S.A., Banco Compartir S.A., JP Morgan Corporacion Financiera S.A., Titularizadora Colombiana S.A., and Banco de las Microfinanzas-Banamia S.A., as Sellers, TransUnion, as guarantor, and Central de Informacion Financiera S.A. (Incorporated by reference to Exhibit 2.1 to TransUnion’s Current Report on Form 8-K filed on February 12, 2016).

~~2.4*††~~	Purchase Agreement, dated September 21, 2016, by and among TransUnion Healthcare, Inc., RTech Healthcare Revenue Technologies, Inc., the Sellers identified therein, and the Seller Representative named thereinAerial Investors LLC (Incorporated by reference to Exhibit 2.1 to TransUnion’s Current Report on Form 8-K filed on September ~~22, 2016)~~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			~~Second~~Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit ~~4.1~~3.1.2 to TransUnion’s ~~Registration Statement~~Current Report on Form ~~S-8~~8-K filed ~~June 26, 2015)~~on May 18, 2020).

3.2			~~Second~~ Fourth Amended and Restated Bylaws of TransUnion (Amended as of November 18, 2022) (Incorporated by reference to Exhibit ~~4.2~~3.1 to TransUnion’s ~~Registration Statement~~Current Report on Form ~~S-8~~ 8-Kfiled ~~June 26, 2015)~~on November 23, 2022).

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. 713 to Credit Agreement, dated as of ~~April~~August 9, 2014, by and among TransUnion Intermediate Holdings, Inc., Trans Union LLC, the guarantors party thereto, Deutsche Bank Trust Company Americas, as Existing Administrative Agent, Existing Collateral Agent, Existing Swing Line Lender and Existing L/C Issuer, Deutsche Bank AG New York Branch, as Successor Administrative Agent, Successor Collateral Agent, Successor Swing Line Lender, Successor L/C Issuer and as 2014 Replacement Term Lender, and each other Lender party thereto (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed April 9, 2014).

~~10.2~~	~~Second Amended and Restated Credit Agreement, dated as of April 9, 2014,~~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, ~~and Swing Line Lender,~~ the other lenders from time to time party thereto ~~Goldman Sachs Lending Partners LLC, as Syndication Agent,~~ and ~~Bank of America, N.A., Royal Bank of Canada and Credit Suisse AG, as Documentation Agents (Incorporated by reference to Exhibit 10.2 to TransUnion’s Current Report on Form 8-K filed April 9, 2014).~~

~~10.3~~	Amendment No. 8 to Credit Agreement, dated as of June 2, 2015, among TransUnion Corp., Trans Union LLC, the guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent,, the other lenders party thereto, Credit Suisse Securities (USA) LLC, Goldman Sachs Lending Partners LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as syndication agents, Royal Bank of Canada and Wells Fargo Bank, N.A., as documentation agents, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Lending Partners LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner and 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 Current Report on Form 8-K filed June 8, 2015).



~~10.4~~	Amendment No. 9 to Credit Agreement, dated as of June 30, 2015, among TransUnion Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the guarantors from time to time 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 and swing line lender, the other lenders party thereto, Goldman Sachs Lending Partners LLC, as syndication agent, Bank of America, N.A., Royal Bank of Canada and Credit Suisse AG, as documentation agents, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner and Smith Incorporated, RBC Capital Markets and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint bookrunners (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed July 2, 2015).

~~10.5~~	Amendment No. 10 to Credit Agreement, dated as of March 31, 2016, by and among TransUnion Intermediate Holdings, Inc., Trans Union LLC, the Guarantors, Deutsche Bank Securities Inc., as lead arranger, Deutsche Bank AG New York Branch, as administrative agent, as collateral agent (in such capacity, the “Collateral Agent”) and each of the lenders party thereto (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on April 6, 2016).

~~10.6~~	Amendment No. 11 to Credit Agreement, dated as of May 31, 2016, by and among TransUnion Intermediate Holdings, Inc., Trans Union LLC, the Guarantors, Deutsche Bank Securities Inc., as lead arranger, Deutsche Bank AG New York Branch, as administrative agent, as collateral agent and each of the lenders party thereto (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on June 1, 2016).

~~10.7~~	Amendment No. 12 to Credit Agreement, dated as of January 31, 2017, by and among TransUnion Intermediate Holdings, Inc., Trans Union LLC, the Guarantors, Deutsche Bank Securities Inc., Capital One, N.A., Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A. Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets and Wells Fargo Securities, LLC, as joint lead arrangers, Deutsche Bank AG New York Branch, as administrative agent and collateral agent and each of the lenders party thereto (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on February 6, 2017).

~~10.8~~	~~Amendment No. 13 to Credit Agreement, dated as of August 9, 2017, by and among TransUnion Intermediate Holdings, Inc., Trans Union LLC, the Guarantors,~~ 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 ~~Deutsche Bank AG New York Branch, as administrative agent~~ and ~~collateral agent, and each of the lenders party thereto (incorporated~~joint bookrunners (Incorporated by reference to Exhibit 10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on October 27, 2017).

~~10.9†††~~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).

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						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).

10.9†						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).


10.10†††		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).

10.11†††		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).

~~10.12~~	Stockholders’ Agreement made as of April 30, 2012, among TransUnion, the members of the management or other key persons of TransUnion or of TransUnion Intermediate Holdings, Inc., that are signatories thereto, any other person who becomes a party thereto, and the GS Investors (as defined therein) and the Advent Investor (as defined therein) (for specific purposes) (Incorporated by reference to Exhibit 10.4 to TransUnion’s Registration Statement on Form S-4 filed July 31, 2012).

~~10.13~~	First Amendment to the Stockholders’ Agreement, dated as of February 12, 2016, among TransUnion, The Advent Investor (as defined therein) and the GS Investor (as defined therein) (Incorporated by reference to Exhibit 10.9 to TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2015).

~~10.14~~	Second Amendment to the Stockholders’ Agreement, dated as of December 16, 2016, among TransUnion, The Advent Investor (as defined therein) and the GS Investor (as defined therein) (Incorporated by reference to Exhibit 10.13 to TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2016).

~~10.15~~	Amended and Restated Major Stockholders’ Agreement, dated as of June 23, 2015, among TransUnion, the Advent Investor (as defined therein) and the GS Investors (as defined therein) (Incorporated by reference to Exhibit 10.7 to TransUnion’s Amendment No. 2 to Registration Statement on Form S-1/A filed May 29, 2015).



~~10.16~~10.12		Registration Rights Agreement dated as of April 30, 2012, by and among TransUnion, the Advent Investors (as defined therein), the GS Investors (as defined therein), certain Key Individuals (as defined therein) and any other person who becomes a party thereto (Incorporated by reference to Exhibit 10.5 to TransUnion’s Registration Statement on Form S-4 filed July 31, 2012).

~~10.17~~	First Amendment to Registration Rights Agreement, dated March 2, 2016, by and among TransUnion (successor to TransUnion Holding Company, Inc.), the Advent Investor (as defined therein), the GS Investors (as defined therein) and certain Key Individuals (as defined therein) (Incorporated by reference to Exhibit 10.4 to TransUnion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

~~10.18~~	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).

~~10.19†††~~10.13†		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).

~~10.20†††~~10.14†		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).


~~10.21†††~~10.15†		Employment Agreement, dated as of November 13, 2018, by and between TransUnion ~~2015 Omnibus Incentive Plan.~~and Christopher A. Cartwright (Incorporated by reference to Exhibit ~~4.4~~10.1 to TransUnion’s ~~Registration Statement~~Current Report on Form ~~S-8~~8-K filed ~~June 26, 2015)~~on November 14, 2018).

~~10.22†††~~10.16†		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).

10.17†		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).

10.18†		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).

10.19†		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).

10.20†		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).

10.21†		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).

10.22†		TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Restricted Stock Units ~~and~~(U.S. Employees). (Incorporated by reference to Exhibit 10.22 to TransUnion’s Annual Report on Form 10-K filed on February 22, 2022).

10.23†		TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Performance Share Units (U.S. Employees). (Incorporated by reference to Exhibit ~~10.2~~10.23 to TransUnion’s ~~Quarterly~~Annual Report on Form ~~10-Q for the quarter ended June 30, 2016)~~10-K filed on February 22, 2022).

~~10.23†††~~10.24†		TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Restricted Stock (Outside Directors) (Incorporated by reference to Exhibit 10.3 to TransUnion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

~~10.24†††~~10.25†		~~TransUnion 2015 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 4.5 to TransUnion’s Registration Statement on Form S-8 filed June 26, 2015).~~

~~10.25†††~~	TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated, Effective November ~~18, 2016~~6, 2018 (Incorporated by reference to Exhibit 10.24 to TransUnion’s Annual Report on Form 10-K for the year ended December 31, ~~2016)~~2018).

10.26		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 ~~Ernst & Young~~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.

101.INS**		XBRL Instance ~~Document~~Document.

101.SCH**		XBRL Taxonomy Extension Schema ~~Document~~Document.

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document.

101.DEF**		XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.

101.LAB**		XBRL Taxonomy Extension Label Linkbase ~~Document~~Document.


101.PRE**						XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document.

104**						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


~~(b)~~	(4)Valuation and qualifying accounts. (b)Exhibits. See Item 15(a)(3). (c)Financial Statement Schedules. See Item 15(a)(2). ~~Exhibits.~~ ~~See Item 15(a)(3).~~