UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172023
- OR -
☐
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to
Commission file number 001-37470




TransUnion
(Exact name of registrant as specified in its charter)
Delaware61-1678417
Delaware61-1678417
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer
Identification Number)No.)
555 West Adams, Chicago, IllinoisChicago,Illinois60661
(Address of principal executive offices)(Zip Code)
312-985-2000
(Registrant’s telephone number, including area code)


Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)  Name of each exchange on which registered
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareTRUNew York Stock Exchange


Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒Yes☐
x  YES
o  NO
No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐Yes☒
o  YES
x  NO
No


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes☐
x  YES
o  NO
No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒Yes☐
x  YES
o  NO
No




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☒
xLarge accelerated filer

☐
¨Accelerated filer
☐
¨Non-accelerated filer

☐
¨Smaller reporting company
☐
¨Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
¨☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
☐Yes☒
o  YES
x  NO
No


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $5.5$15.1 billion as of June 30, 20172023 (based on the closing stock price of such stock as quoted on the New York Stock Exchange).


As of January 31, 2018,2024, there were 183.6 194.0 million shares of TransUnion common stock outstanding, par value $0.01 per share.


DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of TransUnion for the Annual Meeting of Stockholders to be held May 8, 20182, 2024 are incorporated by reference to the extent specified in Part III of this Form 10-K.





TRANSUNION
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 20172023
TABLE OF CONTENTS
 
PART I
1
ITEM 1. BUSINESS
1
ITEM 1A. RISK FACTORS
1820
ITEM 1B. UNRESOLVED STAFF COMMENTS
3039
ITEM 1C. CYBERSECURITY
39
ITEM 2. PROPERTIES
3040
ITEM 3. LEGAL PROCEEDINGS
3040
ITEM 4. MINE SAFETY DISCLOSURES
3340
INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT
3441
PART II
3644
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3644
ITEM 6. SELECTED FINANCIAL DATA
RESERVED
3845
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
4046
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6077
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
6179
Consolidated Balance Sheets
Sheets
6483
Consolidated Statements of Income
Operations
6584
Consolidated Statements of Comprehensive Income
(Loss)
6685
Consolidated Statements of Cash Flows
6786
Consolidated Statements of Stockholders’ Equity
6987
Notes to Consolidated Financial Statements
7290
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
104130
ITEM 9A. CONTROLS AND PROCEDURES
104130
ITEM 9B. OTHER INFORMATION
106131
PART IIIITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
107131
PART III
132
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
107132
ITEM 11. EXECUTIVE COMPENSATION
107132
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
107132
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
107132
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
107133
PART IV
108134
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
108134
ITEM 16. FORM 10-K SUMMARY
112137





Cautionary Notice Regarding Forward-Looking Statements
This Annual Report on Form 10-K, including the exhibits hereto, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.
Although we believeFactors that these forward-looking statements are based on reasonable assumptions, you should be aware that factors affecting our actual financial results could cause actual results to differ materially from those expresseddescribed in the forward-looking statements. Factorsstatements, or that could materiallymaterially affect our financial results or such forward-looking statements include, among others,include:
•macroeconomic effects and changes in market conditions, including the risks, uncertainties and factors set forth below under Item 1A, “Risk Factors,” and the following factors:
macroeconomicimpact of inflation, risk of recession, and industry trends and adverse developments in the debt, consumer credit and financial services markets;markets, including the impact on the carrying value of our assets in all of the markets where we operate;
•our ability to provide competitive services and prices;
•our ability to retain or renew existing agreements with large or long-term customers;
•our ability to maintain the security and integrity of our data;
•our ability to deliver services timely without interruption;
•our ability to maintain our access to data sources;
•government regulation and changes in the regulatory environment;
•litigation or regulatory proceedings;
regulatory oversight of certain “critical activities”;
•our ability to effectively manage our costs;
•our efforts to execute our transformation plan and achieve the anticipated benefits and savings;
•our ability to remediate existing material weaknesses in internal control over financial reporting and maintain effective internal control over financial reporting or disclosure controls and procedures;
•economic and political stability in the United SatesStates and international markets where we operate;
•our ability to effectively develop and maintain strategic alliances and joint ventures;
•our ability to timely develop new services and the market’s willingness to adopt our new services;
•our ability to manage and expand our operations and keep up with rapidly changing technologies;
•our ability to makeacquire businesses, successfully secure financing for our acquisitions, andtimely consummate our acquisitions, successfully integrate the operations of acquired businesses;our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
•our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
•our ability to defend our intellectual property from infringement claims by third parties;
•geopolitical conditions and other risks associated with our international operations;
•the ability of our outside service providers and key vendors to fulfill their obligations to us;
•further consolidation in our end-customer markets;
•the increased availability of free or inexpensive consumer information;
•losses against which we do not insure;
•our ability to make timely payments of principal and interest on our indebtedness;
•our ability to satisfy covenants in the agreements governing our indebtedness;
•our ability to maintain our liquidity;
•share repurchase plans; and
•our reliance on key management personnel.
There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.


The forward-looking statements contained in this report speak only as of the date of this report. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this report.



PART I
Unless the context indicates otherwise, any reference to the “Company,” “we,” “us,”“us” and “our” refers to TransUnion and its direct and indirect subsidiaries.
ITEM 1 BUSINESS
Overview
TransUnion is a leading global riskinformation and information solutions provider toinsights company that makes trust possible between businesses and consumers. consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to link and match our expanding high-quality datasets. We use these enriched data and analytics, combined with our expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer reports, risk scores, analytical servicesidentities, 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, measuredeliver 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 referredwhich we also refer to as verticals, including financial services, specialized risk, insuranceFinancial Services and healthcare.Emerging Verticals. Emerging Verticals consists of Technology, Commerce & Communications, Insurance, Media, Services and Collections, Tenant and Employment, and Public Sector. We have a global presence in over 30 countries and territories across North America, Africa, Latin America, Europe, Africa, India and Asia.Asia Pacific.
Our addressable market includes the bigglobal data and analytics market, which continues to grow as companies around the world increasingly recognize the benefits of building an analytical enterprise where decisions are made based on data and insights,analytics-based decision making, and as consumers recognize the importanceimportant role that their data and analyticsidentities play in their ability to procure goods and services and protect their identities. International Data Corporation (“IDC”) estimates worldwide spending on big data and analytics services is projected to continue to grow at a CAGR of approximately 12% through 2020.services. There are several underlying trends supporting this market growth, including the creation of large amountsproliferation of data, advances in technology and analytics that enable data to be processed more quickly and efficiently to provide business insights, and growing demand for these business insights across industries and geographies. Leveraging our 50 year operating history and our established position as a leading provider of riskinformation and information solutions,insights, we have evolvedgrown our business by investing in a number of strategic initiatives, such as transitioning to the latest big data and analytics technologies, expanding the breadth and depth of our data, strengthening our analytics capabilities, expanding into complementary adjacent and vertical markets, deepening our solution suite in fraud mitigation and marketing, building out our geographic portfolio, investing in technology infrastructure, and enhancing our business processes.global operating model. As a result, we believe we are well positioned to expand our share within the markets we currently serve and capitalize on the larger big data and analytics opportunity.
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. We have over 50 petabytes of data, growing at an average rate of approximately 25% per year since 2010, representing over one billion consumers globally. 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 datathousands 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-generationacquisition of Neustar, Inc. (“Neustar”) has further enhanced our ability to deliver real-time, persistent identity resolution of disparate data fragments and attributes in a privacy compliant manner. Our technology infrastructure allows us to quickly and efficiently integrate our data with our analytics and decisioning capabilities to createbuild and deliver innovative solutions to our customers and to quickly adapt to changing customer needs.customers. Our deep analytics expertise, which includesresources, including our people as well asand tools such asdriving predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enablesenable us to provide businesses and consumers to gainwith 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 interpret data and apply their specific qualifying criteria to make decisions and take actions. Collectively, our data, analytics 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.insights.
We leverage our differentiated capabilities in order to serve a broad set of customersglobal customer base across multiple geographies and industry verticals. We have a global customer base of over 65,000 businesses and millions of consumers use our data to help manage their personal finances and take precautions against identity theft. We offer our solutions to business customers in financial services, insurance, healthcareFinancial Services, Insurance and other industries. Ourindustries, and our customer base includes many of the largest companies in each of the primary industries we serve. For example, in the United States, we contract with eight of the ten largestWe sell our solutions to leading consumer lending banks, all of the top ten credit card issuers, allalternative lenders, online-only lenders (“FinTechs”), Point of the top twenty-fiveSale (“POS”)/Buy Now Pay Later (“BNPL”) lenders, auto lenders, fourteen of the fifteen largest auto insurance carriers, thousands of healthcare providerscable and telecom operators, retailers, media companies, and federal, state and local government agencies. We have been successful in leveraging our brand, our expertise and our solutions in our global operations and have a leading presence in several high-growth international markets.

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Millions of consumers across the globe also use our data to help manage their personal finances and take precautions against identity theft.
We believe we have an attractive business model that has highly recurring and diversified revenue streams, low capital requirements, significant operating leverage and strong and stable cash flows. The proprietary and embedded nature of our solutions and the integral role that we play in our customers’ decision-making processes have historically translated into high customer retention and revenue visibility. For example, we have had ongoing relationships with our top ten financial institution customers for over ten years. We continue to demonstratedeliver organic growth by further penetratingincreasing our sales to existing customers, innovatingdeveloping new
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solutions and gaining new customers. We have a diversified portfolio of businesses across our segments, reducing our exposure to cyclical trends in any particular industry vertical or geography. We operate primarily on a contributory data modelmodels in which we typically obtain updated information at little or no cost and own most of our data. We augment this data with a growing set of public record and alternative data as we develop new solutions and expand into new industries and geographies. We also directly manage and control our technology, which provides us with an efficient cost structure and allows us to benefit from economies of scale. Additionally, our technology investments enable us to grow and expand our business with low incremental cost, providing significant operating leverage.cost.
Our total revenues increased from $1,704.9 million for the year ended December 31, 2016 to $1,933.8 million for the year ended December 31, 2017, representing year-over-year growth of 13.4%. Our net income attributable to the Company increased from $120.6 million for the year ended December 31, 2016 to $441.2 million for the year ended December 31, 2017. Our Adjusted EBITDA increased from $636.8 million for the year ended December 31, 2016 to $748.1 million for the year ended December 31, 2017, representing year-over-year growth of 17.5%. As of December 31, 2017, the book value of our debt was approximately $2,464.6 million.
Our Evolution
OurWe are dedicated to building upon our foundation as a global information and insights company that makes trust possible, so people around the world can access the opportunities that can lead to a higher quality of life. We have been in business has afor over 50 year operating historyyears and have established a long track record of providing risk and informationinnovative solutions to businesses and consumers while continuing to innovate to meet their changing needs.consumers. Since our founding as a provider of regional credit reporting services, we have built a comprehensive, valuable, and unique database of United States (“U.S. consumers, which created a unique and highly valuable base”) consumer information to build solutionsproducts that span many industry verticals and customer processes. From this base, we expanded our operations by targeting new customers, industry verticals and geographies and also entering into the consumer space.verticals. We have also strengthened our data, analytics and decisioningtechnology delivery capabilities and acquired complementary datasetsbusinesses enabling us to enhance our solutions, diversifysolutions. Leveraging our revenue base and expandfoundational strength in credit risk oriented products, we have also expanded our solution sets into high-growth verticals,complementary competencies such as healthcarefraud mitigation and insurance. We have grownmarketing.
Globally, we continue to grow our global presence, to over 30 countriesbuilding and territories, creatingacquiring credit reporting agencies in new geographies, and establishing strong international footholds from which we couldto expand into other emerging markets, and expanding the verticals served and solutions offered in local markets. We have also expanded the reach of our consumer solutions both directly and by partnering with other market leaders and innovators.
As part of our continued evolution, we have invested in a number of strategic initiatives that we believe will allow us to cater to the growing demand for data and analytics, provide differentiated solutions and better serve our customers. These initiatives include:
Investing in•Growing our Technology:    Technology is at the core of the solutions we provide to our customers. Data: We have made significant investments since 2012 to modernize our infrastructure and to transition to the latest big data and analytics technologies which enable us to be quicker, more efficient and more cost-effective. Our next-generation technology enhances our ability to organize and handle high volumes of disparate data, improves delivery speeds, provides better availability and strengthens product development capabilities, while lowering our overall cost structure and allowing us to maintain our focus on information security. Our investment strategy has been to build capabilities and leverage them across multiple geographies and industry verticals.
Expanding our Data:    We have continuedcontinue to invest in the breadth and depth of our data. We introduced the concept of trended data to provide the trajectory of a consumer’s risk profile, used public records data to enhance the scope of business issues we can address, and incorporated alternative data into our databases to better assessallow for a more comprehensive risk forassessment of banked and unbanked consumers.consumers, and have increased our breadth and depth of offline and online data to resolve consumer identities. We believe we are the largest provider of scale in the United Statescontinue to possess both nationwide consumer credit data and comprehensive, diverse public records data. All of these initiatives improve the quality of our data, provide deeper insights into risk and allow us to create differentiated solutions for our customers.
•Expanding into New Verticals and Geographic Markets: We have established and grown our presence in diversified verticals which consists of Technology, Commerce & Communications, Insurance, Media, Services and Collections, Tenant and Employment, and Public Sector. We have also expanded the reach of our consumer offerings by partnering with traditional and emerging providers, as well as adding identity protection and breach remediation offerings. We have also diversified geographically by establishing a presence in attractive high-growth markets such as the Philippines and India, as well as investing in strategically important markets such as the United Kingdom (“U.K.”) and Canada.
•Broadening our Solution Sets: From our foundation in the credit risk space, we have expanded into adjacent solution areas that can leverage our datasets and competencies, most notably fraud mitigation and marketing, which can be sold across verticals.
•Strengthening our Analytics Capabilities: We have strengthened our analytics capabilities by leveraging our next-generationmodern technology and expandeddifferentiated data assets, strategic acquisitions, utilizing more advanced tools and growing our analytics team. This has allowed us to create solutions that produce greater insights and more predictive results, which help our customers make better decisions. In addition, ourOur strengthened analytics capabilities have also shortened our time-to-market to create and deliver these solutions to our customers.
Broadening•Investing in our Target Markets:Technology: Technology is at the core of the solutions we provide to our customers. We have growncontinue to make significant investments to evolve our target marketstechnology infrastructure by establishingleveraging both internal and external resources. Our technology investments will fundamentally transform our technology infrastructure by implementing a presence in attractive high-growth international markets such as India, Colombiaglobal cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance, and enable a continuous improvement approach. We also leverage the Philippines, entering new verticals such as governmentlatest data and investigative services in the United States and expanding the reach of our consumer offerings by partnering with

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traditional and emerging providers in new verticals. Our capabilities enableanalytics technologies, enabling us to develop scalable products that we are ablebe quicker and increase our operational efficiency. Our significant ongoing investments allow us to deployorganize and handle high volumes of disparate data, improve delivery speeds, provide better availability, strengthen product development capabilities and continuously enhance our information security measures. Neustar bolsters our identity resolution capabilities through its OneID platform. Our technology also allows us to build and leverage capabilities across new marketsmultiple geographies and industry verticals.
•Enhancing our Business Processes and Capabilities:Global Operating Model: We have enhancedcontinue to enhance our business processes and capabilities to support our growth. We have structured our Global Solutions organization around key capabilities such as credit, fraud, marketing, analytics, decisioning, and others, and staffed the teams with experienced leaders to develop and diffuse configurable platform solutions across our geographies and vertical markets. Our Global Operations organization has centralized previously disparate functions, focusing on high-volume, repeatable activities that deliver consistent and
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predictable outcomes at speed. Our Global Technology organization has invested to further streamline our application ecosystem and optimize to more modern and services-oriented architecture. To address our customers’ needs, we have hired additional industry experts, which has allowed us to create and sell new vertical-specific solutions that address our customers’ needs.solutions. Our global sales force effectiveness program reallocatesstructure includes dedicated teams for our largest customers, shared sales resources more effectivelyteams for our mid-sized customers, and call center support teams for our smaller customers, which increases our sales team’s coverage of customersteams’ effectiveness across our target markets.
As part of our Global Operating Model, we established our award-winning Global Capability Centers (“GCCs”) in 2018 to centralize, standardize and automate work in locations with deep talent pools, which currently include India, South Africa and Costa Rica. Since 2018, our GCC network has grown to more than 4,000 employees, or about one-third of our workforce, who support a wide range of functions. In conjunction withNovember 2023, we announced the next step in our other initiatives,ongoing, multi-year transformation effort to optimize our operating model and further capitalize on the success of our GCCs. This next step includes transitioning additional job responsibilities to our GCCs over the next two years, which we have also recently refreshedexpect will improve productivity, reduce costs, fund growth and further optimize our company brand to reinforce our global position as a trusted, consumer-friendly company.
operating model.
We believe that our ongoing focus on evolving with the market and with our customers’ needs ensures continued improvement in our overall services to businesses and consumers. Leveraging our trusted brand, global scale and strong market position in the verticals we serve will allow us to capitalize on business opportunities worldwide and contribute to our long-term growth.
Our Market Opportunity
We believe there is awe are well-positioned to capitalize on the long-term trend of businesses and consumers using data and analytics to make more informed decisions and manage risk more effectively, resulting in a large and rapidly growing market. According to a March 2017 report from IDC,effectively. As worldwide spending on businessdata and analytics services worldwide is projected to continue to grow at a CAGR of approximately 12% through 2020.
Weincreases, we believe there are several key trends in the global macroeconomic environment affecting the geographies and industry verticals we serve that will create increasing demand for our solutions:
•Rapid Growth in Data Creation and Application:Larger and more diversified datasets are now assembled faster while the breadth of analytical applications and solutions has expanded. Companies are increasingly relying on business analytics and big data technologies to help process this data in a cost-efficient manner. In addition, non-traditionalNon-traditional sources of structured and unstructured data have become important in deriving alternative metrics. The proliferation
•Proliferation of smartphonesDigital Commerce: Increases in online purchasing activity are creating new challenges and other mobile devices also generates enormous amounts of data tiedopportunities for businesses and consumers. Businesses are looking for solutions to consumers, activitiesimprove targeting precision and locations.identity verification in these digital environments, in order to enable better consumer experiences. We believe that thethere is ample demand for targeted data and sophisticated analytical solutions will continueinsights to grow meaningfully ashelp businesses seek real-time access tomake better decisions, leveraging digital identity information and advanced analytics. Additionally, consumers are seeking more granular viewsfrictionless digital experiences, while also gaining a heightened awareness of consumer populations and more holistic views on individual consumers.
concern about the risks of identity theft.
•Advances in Technology and Analytics Unlocking the Value of Data: Ongoing advances in data collection, storage and analytics technology have contributed to the greater use and value of data and analytics in decision making. As businesses have gained the ability to rapidly aggregate and analyze data, they increasingly expect access to real-time data and analytics from their information providers as well as solutions that fully integrate into their workflows. We believe this has made sophisticated technology critical for gaining and retaining business in the risk and information services industry.
•Greater Adoption of Big Data Solutions Across New and Existing Industry Verticals: With the proliferation of data, we believe companies across new and existing industry verticals recognize the value of risk information and analytical tools, particularly when tailored to their specific needs.
▪Financial Services Industry: There is strong competition in the financial services space, with traditional financial services companies and consumer lenders competing against an increasing number of new FinTechs and POS/BNPL lenders. FinTechs and POS/BNPL lenders provide access to credit in a fast and efficient manner by utilizing sophisticated risk assessment tools that leverage data, such as behavioral data, transactional data and employment and credit information. Traditional lenders are also increasing their use of these new applications and data in order to grow their businesses while addressing regulatory requirements, lowering operating costs and better serving their customers.
◦
▪Insurance Industry: As consumers increasingly obtain quotes from multiple insurers in an effort to lower their costs, insurers are trying to improve the accuracy of their risk assessments and initial quotes. For example, insurance carriers are using driver violation data to uncover offenses that will impact pricing earlier in the quoting process so consumers have a more accurate view of the premiums they will be charged.
▪Other Emerging Verticals: We offer solutions in a diversified portfolio of other emerging verticals, which includes Technology, Commerce & Communications, Insurance, Media, Services and Collections, Tenant
Financial Services Industry:    The combination of increased regulatory capital, additional compliance costs and the overhang of legacy assets is pushing large segments of small-to-medium-sized business and consumer lending out of the banking sector, and resulting in the creation of new specialty finance companies, such as peer-to-peer lending platforms and online balance sheet lenders, which are actively filling the void. These technology-enabled lending platforms provide access to credit in a fast and efficient manner by utilizing sophisticated risk assessment tools that leverage data, such as behavioral data, transactional data and employment and credit information. At the same time, traditional financial services companies are also increasing the use of applications and data in order to address regulatory requirements, lower operating costs and better serve their customers.
◦
Insurance Industry:    As consumers increasingly obtain quotes from multiple insurers in an effort to lower their costs, insurers are trying to improve the accuracy of their risk assessments and initial quotes. For example, insurance carriers are using driver violation data to uncover offenses that will impact pricing earlier in the quoting process so consumers have a more accurate view of the premiums they will be charged.
◦
Healthcare Industry:    Greater patient financial responsibility, focus on cost management and regulatory supervision are driving healthcare providers to use data and related analytics tools to better manage their revenue cycle. For example, to reduce collection risks, healthcare providers seek information about their patients’ insurance coverage and ability to pay at the time of registration. In addition, insurance discovery tools are being utilized to optimize accounts receivable management, maximize collections and minimize uncompensated care.

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and Employment, and Public Sector. In the Technology, Commerce & Communications vertical we offer data-driven solutions that address the entire customer lifecycle. Within the Media vertical, our highly accurate consumer data helps companies improve their marketing investments, providing identity and audience solutions to reach the right consumers across digital channels. In Services and Collections, our solutions improve third party collectors’ bottom line and help provide a quality customer experience by delivering actionable consumer insights and services. Our Tenant and Employment business provides data and insights to make informed investment, hiring, and rental decisions. Our suite of solutions in the Public Sector gives government agencies the superior data assets, analytics and security they need to manage compliance and boost services for the constituents they serve.
•Increasing Lending Activity in Emerging International Markets:As economies in emerging markets continue to develop and mature, we believe there will continue to be favorable socio-economic trends, such as an increase in the size of the middle class and a significant increase in the use of financial services by under-served and under-banked consumers. In addition, credit penetration, as measured by the proportion of credit active adults, is relatively low in emerging markets, when compared to developed markets. For example, using our database of information compiled from financial institutionssuch as a benchmark of credit activity, we estimate that less than 25% of the adult population in India is currently credit active.India. Furthermore, the widespread adoption and use of mobile phones in emerging markets have enabled greater levels of financial inclusion and access to banking and credit. We expect the populations in emerging markets to continue to become more credit active, resulting in increased demand for our services.
•Increased Management and Monitoring of Personal Financial Information and Identity Protection by Consumers: DemandWe expect demand for consumer solutions is risingto rise with the increasing availability of free credit information and greater consumer awareness of the importance of understanding and usage ofmonitoring their credit information increased risk of identity theft due to data breaches and more readily available free credit information. We estimate the number of consumer subscriptions to a credit monitoring or identity protection service has grown approximately 35% annually from 2014 through 2017. In addition, theprotecting their identity. The proliferation of mobile devices has also made data much more accessible, enabling consumers to manage their finances and monitor their information in real-time. We believe these trends will continue to drive growth for our consumer business.
Our Competitive Strengths
Comprehensive and Unique Datasets
Our long operating history and thought leadership in the industry have allowed us to build comprehensive and unique data assets that would be difficult for a new market entrant to replicate. We have over 50 petabytes of data, growing at an average rate of approximately 25% per year since 2010, representing over one billion consumers globally. Our solutions are based on a foundation of financial, credit, alternative credit, fraud, marketing, identity, bankruptcy, lien, judgment, insurance claims, healthcare, automotive and other relevant information obtained from 90,000 datathousands of sources including financial institutions, private databases, and public records repositories.repositories and other alternative data sources. We refine, standardize and enhance this data using sophisticated algorithms to create proprietary databases. We keepare constantly updating our data to keep it current, by processing approximately 4.8 billion updates each month, and we continue to identify opportunities to acquire additional data. We believe that our data is unique and differentiates us from our competitors. We own several proprietary datasets such as consumer credit information, driver violation history, healthcare eligibility information,phone activity, digital device identifiers, business data and rental payment history. Internationally, ourOur global data assets also encompass alternative data, such as the voter registry in India, with approximately 750 million records and thea vehicle information database in South Africa with over 19 million vehicle records. We have also acquired public record datasets, which are time consuming and difficult for others to obtain and associate with the correct person.a mobile device database. We believe we are the largest provider of scale in the United States to possess both nationwide consumer credit data and comprehensive, diverse public records data, which allows us to better predict behaviors, assess risk and address a broader set of business issues for our customers.
Next-generation Technology
Our next-generation technology allows us to continually improve our overall services to businesses and consumers and ensures that we are well positioned to differentiate our datasets and capabilities. We believe our next-generation technology capabilities has resulted in increased throughput, improved data matching, greater efficiency, advanced platform flexibility and lower operating costs.
Powerful Big Data Capabilities:    Our technology gives us the ability to process, organize and analyze high volumes of data across multiple operating systems, databases and file types as well as to deal with both structured and unstructured data that changes frequently. We process billions of transactions and trillions of data transformations on a daily basis.
Enhanced Linking and Matching:    Because our data matching technology is able to interrelate data across disparate sources, industries and time periods, we believe that we are able to create differentiated datasets and provide our customers with comprehensive insights that allow them to better evaluate risk. For example, our TLOxp solution leverages these data matching capabilities across various datasets to identify and investigate relationships among people, assets, locations and businesses, allowing us to offer enhanced due diligence, threat assessment, identity authentication and fraud prevention and detection solutions.
Greater Efficiency:    From ingestion of data to distribution of analytics and insights, our next-generation technology enables a faster time to market. For example, a portion of our platform now allows for data profiling, cleansing and ingestion of data significantly faster and can be done in a self-service approach by non-IT power users, allowing us to significantly reduce overall production times for new products.
Advanced Platform Flexibility:    Our technology offers a high degree of flexibility, speed and customization of our solutions, via capabilities like graphical development and business rules environments, and allows easy integration with

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our customers’ workflows. We manage and control our technology instead of outsourcing it, which provides us with the flexibility to prioritize changes and to quickly implement any updates to our applications and solutions.
Lower Operating Costs:    Our technology investments have lowered our overall cost to maintain and develop our systems, allowing us to redeploy significantly more resources to support revenue generating initiatives, such as vertical expansion and new product development.
Sophisticated and Flexible Analytics and Decisioning Capabilities
We have developed sophisticated and flexible analytics and decisioning capabilities by investing in technology, tools and people. Our technology allows us to quickly build sophisticated analytics and decisioning functionality that caters to our customers’ evolving needs. Our analysts leverage our next-generation technology and data matching capabilities to gain real-time access to our entire dataset across different data sources and run analyses across this data while remaining compliant with permitted data use. Our analysts are typically able to create data samples for model development, model validations and custom analyses in less than one day using self-serve data access. Our analysts are equipped with a diverse modeling and analytical toolkit, such as visualization and machine learning, which allows them to quickly build and deploy these capabilities. For example, our team was able to build a new loan consolidation model in our CreditVision solution in less than one day using our advanced tools, a process that would have taken weeks with legacy tools and technology. We have an experienced analytics team with substantial industry experience, complemented by a deep knowledge of consumer credit data. Our team is highly qualified with advanced degrees or doctorates in statistics, math, finance or engineering, and is instrumental in understanding customer requirements, sourcing raw data and turning that data into solutions that provide insights and decisions to solve our customers’ problems.
Innovative and Differentiated Solutions
We consistently focus on innovation to develop new and enhanced solutions that meet the evolving needs of our customers. We believe our specialized data, analytics and decisioning services andsolution service, our collaborative approach with our customers differentiateand our ability to serve the needs of different buyers across nearly all industries differentiates us from our competitors. Our solutions are often scalable across different customers, geographies and verticals. RecentSeveral examples of our innovative and differentiated solutions include:
AdFuel:AdFuel powers digital media campaigns with highly targeted audiences for the financial services and insurance industries.  TransUnion AdFuel audiences are found across the online advertising ecosystem on the industry’s leading publishers and platforms.  Our audiences leverage TransUnion data, delivering actionable data and insights to financial services and insurance companies and helping organizations identify new opportunities and assess risk.
CreditView:CreditView is an interactive dashboard that provides consumers with credit information and educational tools in a comprehensive, user-friendly format. Consumers are able to easily see how their credit profiles have changed over time, receive alerts on key credit changes, and simulate the impact of financial decisions on their credit score.
•CreditVision: We continue to enhance our credit data by including new data fields, enriching values in existing data fields and expanding account history. Our enhanced credit data has been combined with hundreds of algorithms to produce CreditVision and CreditVision Link,, the market-leading trended data and alternative data solutions that provide greater granularity and evaluate consumer behavior patterns over time. This results in a more predictive view of the consumer, increases the total population of consumers who can effectively be scored, and helps consumers gain improved pricing.
We continue to focus on driving CreditVision penetration globally, with particular opportunity for growth internationally.
DecisionEdge:DecisionEdge is a software-as-a-service decisioning offering which allows businesses to identify•Point-of-Sale / Buy Now Pay Later: TransUnion remains at the forefront of the BNPL credit reporting industry. Beginning in 2022 and authenticate customers, interpretcontinuing through 2023, the cross-functional, global solutions-led BNPL team delivered online reporting capabilities coupled with solutions through data and predictive model results, and apply customer-specific criteria to facilitate real-time, automated decisions at the point of consumer interaction.
DriverRisk: Leveraging our driver violation database, we developed DriverRisk, a data and analytic solution that helps auto insurance carriers cost effectively validate driving records and assess risk during the underwriting and renewal process to improve returns.
Insurance Coverage Discovery and Other Health Insurance:    For our healthcare customers, we offer insurance coverage discovery, coordination of benefits, and third party liability solutions, which enables the discovery of previously unidentified health insurance coverage to help both our provider and payer customers receive appropriate payment for uncompensated care and coordination of benefits payments. Our proprietary technology identifies patient accounts that qualify Disproportionate Share Hospitals (DSH), Medicare, TRICARE and commercial insurance benefits and monitors an account for up to three years for retroactive eligibility that providers may have missed.
Prama:Prama Insights provides customers with on-demand, 24/7 customer access to massive, depersonalized data sets and key analytics for portfolio understandings, benchmarking and peer analysis. Prama Studio offers an environment for customers to create, test and manage attributesinsights that support modelthe BNPL demand. Solutions development is now complete, and our teams are poised to achieve growth, risk and compliance goals.

complete the remaining operational efforts once
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SmartMove:SmartMove allows independent landlordsthe furnished data are received. We continue to screen applicantspartner closely with key BNPL market leaders and regulators on a real-time basis by pushing the screening informationnext steps.
•Marketing: Our Marketing Solutions offer advanced depth, breadth and sophistication of the individual rentermarketing identity graph, leveraging new digital identity signals, such as in-home connected devices, and new matching models/algorithms that deepen the configurability of matched outcomes, and expanding always-on points of distribution to connect to more technology and media end-points. We have continued the landlord, based onexpansion of audience creation tools and data availability, including an expanded set of available attributes and tools available to marketers for the consentrapid development and deployment of highly targeted audience segments. In late 2022, we launched TruAudience Data Collaboration, which combines Neustar’s and TransUnion’s identity resolution, machine learning, and privacy-enhancing technology capabilities into a single platform. In 2023, we released Native Identity in Snowflake, establishing the renter. The solution is delivered throughfoundation for cloud native product expansion. We also launched TruAudience Identity integration with AWS Entity Resolution, which will bring advanced identity resolution capabilities to AWS customers.
•TruValidate: Our TruValidate solutions secure trust across channels and deliver friction-right experiences that empower businesses and consumers to safely and seamlessly transact in a digital world. TruValidate provides an enhanced suite of identity management, authentication, and fraud analytics solutions that protect businesses from fraud, increase acquisition rates and consumer loyalty, and optimize business operations. We continue to invest in innovative identity and fraud device proofing and authentication services and to expand our mobile channelcomprehensive consumer identity graph to translate the connections between personal and throughdigital data into consumer trust decisions across their omni-channel journey. Further, Neustar has expanded our partnerscapabilities in the fraud space and provides independent landlordsenhances our ability to provide superior consumer identity insights and make trust possible between businesses and consumers. For instance, our partnership with convenient access to the same quality information provided to large property management firms.
Neuro-ID for Behavioral Analytics, which will be offered as part of a Digital Insights Solutions package that includes Device Risk and Neustar’s Digital Identity Risk, will help reduce friction and eliminate false positives and negatives.
•TLOxp: TLOxp:TLOxp leverages ourproprietary data linking and matching capabilities across thousands of data sources to identify and investigateprovide insights on relationships among specific people, assets, locations, and businesses. This allows us to offer enhanced due diligence, investigation, risk management, threat assessment, identity authentication, and fraud prevention and detection solutionssolutions. Our ongoing investment in data, analytics, and innovation allows us to continue to help our customers improve critical aspects of their business and to expand our solutions into newvalue proposition to serve additional use cases and verticals such as government, law enforcement, insurance and law enforcement.healthcare.
•TruEmpower Dashboard (“TED”) (formerly known as CreditView Dashboard): TED is an interactive, customer-branded dashboard that empowers consumers to take control of their credit and financial health by providing them with credit information and insights, identity protection information and interactive educational tools in a comprehensive, user-friendly format. Consumers are able to easily view their credit profiles, see how they have changed over time, receive alerts on key credit and identity information changes, set goals for reaching a desired score and simulate the impact of financial decisions on those goals, understand recommended actions to attain a desired score, and receive relevant offers for financial products.
•TruIQ: TruIQ Solutions are a suite of data science technologies and consulting services that empower businesses with the ability to create intelligent, custom-made models and data analysis to drive better decisions and strategies. We launched two new TruIQ solutions in 2023: TruIQ Analytics Studio, which provides self-service access to TransUnion’s depersonalized archive credit data for portfolio valuation and risk management; and TruIQ Data Enrichment, which includes a proprietary linking application to connect businesses first- and third-party data with TransUnion credit data. As a result, customers can execute highly targeted marketing campaigns or conduct cost-benefit analyses when entering a new segment, without creating the risk of sensitive data leaving their private environments, relying on third-party data processors or manually linking and matching data.
•Trusted Call Solutions (“TCS”): TCS is a Neustar solution that helps enterprises and communications providers reduce robocalling and spoofing, promote their brand, and improve call answer rates. Solutions include caller name optimization, robocall mitigation, certified caller, and branded call display. TCS has continued to deliver outsized growth since the acquisition. In 2023, we launched two key Trusted Call Solutions products: Rich Call Data and Spoof Call Protection. Rich Call Data is an extension of Branded Call Display that displays a company’s logo and call reason. Spoof Call Protection is call-blocking designed primarily for banks.
•IdentityForce: IdentityForce is a solution from our acquisition of Sontiq, Inc. (“Sontiq”) that provides identity protection services to consumers, including credit report monitoring, dark web monitoring, identity restoration services, and stolen fund disbursement, all in a flexible and user-friendly interface. Additional premium services include credit score simulators, bank monitoring, and reputation monitoring, among other features.
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Technology Infrastructure
We continue to evolve our infrastructure and our capabilities to efficiently meet the needs of our business and consumer customers, and have expanded and evolved our enterprise approach to technology as we have made strides in shifting our infrastructure to a hybrid, multi-cloud environment. Our technology infrastructure allows us to continually improve our overall services to global businesses and consumers, while also increasing throughput, improving data matching, creating efficiencies, enhancing information security, and lowering operating costs. Our technology gives us the ability to process, organize and analyze high volumes of data across multiple operating systems, databases and file types as well as to deal with both structured and unstructured data that changes frequently. We process billions of transactions on a daily basis. Because our data matching technology is able to interrelate data across disparate sources, industries and time periods, we believe that we are able to create differentiated datasets and provide our customers with comprehensive insights that allow them to better evaluate risk.
Hybrid Public-Private Cloud Infrastructure
At the beginning of 2020, we announced Project Rise, a multi-phase initiative to fundamentally transform our technology infrastructure by implementing a global cloud-based approach. Once completed, we believe this cloud-based foundation will provide us with a secure, efficient and reliable infrastructure that we will leverage across all of TransUnion. In December 2021, the Company acquired Neustar and recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement the Company’s cloud-based technology already under development as part of Project Rise by leveraging Neustar’s established cloud competence. In August 2023, we hit a major milestone in Brazil, when our first cloud-native bureau went live.
Unlocking Value with OneTru
In November 2023, we announced the next step in our technology modernization to further leverage Neustar’s technology to standardize and streamline our product delivery platforms onto a single solutions enablement platform, OneTru, and one infrastructure operating system. Using the foundations of Neustar’s OneID platform, and cloud infrastructure from both Neustar and Project Rise, this new target-state architecture will consolidate disparate platforms acquired through past business acquisitions to unlock additional value from these assets. We will also reduce the number of applications that were built over the last decade of expansion and acquisitions, allowing for an enhanced security posture to meet all of our regulatory demands. By creating a single infrastructure operating system across on-premise private cloud and public cloud providers, we are creating a single control plane that will allow us to optimize our data center posture. This will allow us to drive operational efficiency through services rationalization to provide a consistent and standardized set of global services and capabilities across our technology landscape, creating capacity for product innovation.
OneTru, our solutions enablement platform, will allow us to efficiently activate our assets in a single, multilayered ecosystem. OneTru helps TransUnion create a unified approach that makes rapid innovation possible by enabling three key outcomes:
•Concentration of our expertise, allowing us to accelerate product development and deployment;
•Improvement of scale and reusability by better utilizing our configurable computing power and eliminating data exchange across platforms; and
•Increased efficiencies and reduction of total cost by bringing together disparate data and product platforms.
It also allows us to deliver a more accurate picture of consumers faster than ever before. That means more accurate identity resolution, complete and contextualized insights, and compliant use of data, all delivered through our portfolio of business and consumer products via a single implementation.
OneTru will become the platform for all of the technological steps required to transform raw data into insights and solutions for customers, from data ingestion, data management, and identity resolution to analytics and delivery, across all global TransUnion product families.
Deep and Specialized Industry Expertise
We have deep expertise in a number of attractive industry verticals including financial services, insuranceFinancial Services, Insurance and healthcare.other verticals. Our expertise has allowed us to develop sophisticated vertical-specific solutions within these targeted industries that play an integral role in our customers’ decision-making processes and are often embedded into their workflows. Our team includes industry experts with significant experience in the verticals that we target and relationships with leading companies in those verticals. We also possesshave regulatory compliance expertise across the industries that we serve. Together, this expertise provides us with a comprehensive understanding of business trends and insights for customers in these verticals, allowing us to build solutions that cater to these customers’ specific requirements. We have been able to apply our industry knowledge, data assets, technology and analytics capabilities to develop new solutions and revenue opportunities within key verticals. For example, in financial services,Financial Services, our differentiated position allowed us to anticipate the increased demand forfrom alternative consumer lending providers, such as peer-to-peerincluding the prevalence of POS/BNPL lending, platforms, and we createdto create solutions that cateredcater to these emerging providers. In insurance,Insurance, we partnered with a vehicle history data provider to launch a vehicle history score that helps insurance carriers further segment risk based on the attributes of a
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specific automobile. In healthcare,Marketing, we developed arecognized that we already had the foundational datasets we needed to compete in audience segmentation and identity resolution, made strategic bolt-on acquisitions, and acquired Neustar to broaden our customer base and deepen our solution that allows healthcare providers to search for additional health insurance coverage and recover additional uncompensated care costs.capabilities.
Leading Presence in Attractive International Markets
We have been operating internationally for over 30 years and have strong global brand recognition. We have strategically targeted attractive international markets in both developed and emerging economies and have a diversified global presence, in over 30 countries and territories andincluding a leadingstrong presence in several attractive international markets across North America, Africa,Canada, Latin America, the U.K., Africa, India, and Asia. We have local,Asia Pacific. Local senior management in many of our internationalInternational markets and we believe this providesprovide us with deeperdeep insights into these markets and strongerstrong relationships with our customers. We have leveraged our brand, operating history, global footprint and technology infrastructure to establish new credit bureaus in several international markets, such as Canada in 1989, India in 2001 and the Philippines in 2011. Once established,we establish a foothold in a region, our model is to expand the services we offer within these markets and then move into adjacent emerging markets. For example, we have used our operations in Hong Kong to expand into other Asia Pacific countries and provide analytic scoring models in the Philippines, Singapore, Malaysia and Thailand. We have used our operations in South Africa to expand into neighboring African countries. We have also entered new markets through strategic acquisitions, including Brazil in 2011, Colombia in 2016, and Brazilthe U.K. in 2011. In addition, we have been able to leverage our technology and experience from our U.S. operations to develop and grow our international operations. For example, we have expanded our CreditVision product into Canada, Hong Kong, India, Colombia and South Africa, as well as a number of our smaller Latin American markets. We have also expanded our direct-to-consumer business into Canada, India and Hong Kong and have implemented DecisionEdge across more than 600 active solutions in over 10 countries.2018.
Proven and Experienced Management Team
Our senior management team has a proven track record of strong performance and significant expertise in the markets we serve, with an average of over twenty yearsdecades of industry experience. We continue to attract and retain experienced management talent for our businesses. Our team has deep knowledge of the data and analytics sector and expertise across the various industries that we serve. Our team has overseen our expansion into new industries and geographies, while managing ongoing strategic initiatives including our significant technology investments. As a result of the sustained focus of our management team, we have been successful in consistently driving growth, both organically and through acquiring and integrating businesses.

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Our Growth Strategy
Enhance Underlying Data, Technology and Analytics Capabilities to Develop Innovative Solutions
As the demand for big data and analytics solutions grows across industries and geographies, we will continue to expand the scope of our underlying data, improve our tools and technology and enhance our analytics and decisioningtechnology solutions capabilities to provide innovative solutions that address this demand. AsWith our insights and information, our customers can explore connections between people, businesses, assets and locations; identify assets, uncover inconsistencies and identify misrepresentations; and uncover evidence of financial distress.
With the needsunification of businessessystems into OneTru and consumers evolve,our solutions enablement platform, we plan to continuewill be able to help themour customers meet their challenges which our recent investments in data, technology and analytics enable us to do more quickly and efficiently. For example, we enhancedWe are also continuing to explore the use of machine learning, artificial intelligence and deep learning in our solutions with incremental data such as rental trade lines, additional contact data and auto asset data in order to address a broader set of customer requirements. analytics strategies.
Our recentcontinuous technology investments have also reduced the time to market for new solutions, in certain instances from several weeks to a few days, which allowallows us to react quickly to customer requirements. We also intend toIn addition, these investments have improved and, we believe, will continue to take advantageimprove efficiency, reliability, security and performance. One of strategic partnershipsour innovative, quickly enabled customer solutions is TruIQ Data Enrichment (“TDE”), which enables customers to develop innovative services that differentiate us from our competitors.securely leverage TransUnion’s dataset matching and identity linking technology in their own data infrastructure. TDE enables customers to compliantly link their sensitive first-party data to TransUnion’s depersonalized consumer credit data and any additional third-party data to support contracted analytics use cases. This can all be done without requiring the customer’s data to leave their environment, increasing speed to actionable insights.
Further Penetrate Existing Industry Verticals with Current and New Solutions
We are a leading provider of risk and information solutions in several industry verticals today, including financial services, insuranceFinancial Services and healthcare.Insurance. We believe there is significant opportunity for further growth within these industries by expanding the number of customers to whom we sell our current solutions as well as by creating innovative new solutions that we can use to grow our presence in these industries. We focus on developing new solutions that address evolving customer needs within our industry verticals. For example, in the financial services vertical, we launched Prama, an analytic workbench that enables access to massive anonymized data sets for benchmarking and attribute development. We also developed CreditVision, which provides customers with a time-based risk trend and increases the total eligible population of consumers. Similarly, in the insurance vertical, we introduced the DriverRisk solution that leverages our driver violation database to cost effectively identify drivers with ratable violations, resulting in unique insights into driver risk and reduced costs and higher returns for insurance carriers. In order to more effectively address these opportunities, we have redeployed and reallocated our sales resources to focus either on new customer opportunities or on selling additional services and solutions to existing customers. With our leading market positions, existing strong relationships in financial services, insurancethe Financial Services and healthcareInsurance verticals, and with our consumer partners, we believe we have the opportunity to further penetrate our existing customer base and capture a greaterstrong proportion of their spending across the consumer lifecycle.
Establish Positions inExtend Into New, Adjacent Industry Verticals
In addition to increasing penetration in industries where we have a substantial presence, we also intendcontinue to createextend our solutions thatto address customer needs inacross a variety of attractive new industries. Our strategy is to develop new solutions for a specific application, industry vertical or geography and then deploy them to other markets where they may be applicable. We believe that our capabilities allow us to quickly create and
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deliver solutions to newacross industries and geographies, where information-based analyticsthereby driving scalable growth based upon our foundational information and decisioning capabilities are currently underutilized. For example, our strong position in financial services and insurance verticals has allowed usanalytics. We continue to establish a presence in the healthcare vertical to capitalize on the increasing demand for data and analytics solutions. We have created innovative solutions that automate the insurance and payment processes at the beginning of the revenue cycle, help payers analyze claims-related data, facilitate performance reporting and help patients make informed decisions. Similarly, we are targetingtarget other verticals such as government, rental screeningincluding Technology, Commerce & Communications, Media & Entertainment, Services & Collections, and investigative services,Public Sector, where we see an opportunityopportunities to leverage our existing data, analyticscapabilities, including those acquired and decisioning capabilities.expanded through our recent acquisitions, as discussed below.
Extend Further Into Fraud and Marketing Solutions
From our heritage in the credit risk space, we have expanded into adjacent solution areas that can leverage our datasets and competencies, most notably Fraud and Marketing. These solutions have broad applicability across the customers that we serve, including in key verticals such as Financial Services, Insurance, Retail and eCommerce, Media, and Public Sector. We have broadened these capabilities through acquisitions, most notably iovation, Inc. (“iovation”) in 2018 and three subsequent acquisitions in 2019 and 2020, to build out our Media vertical. In addition, our late 2021 acquisition of Neustar adds scale and broadens the scope of our Fraud and Marketing solutions, which are sold across verticals.
Expand our Presence in Attractive International Markets
We believe international markets present a significant opportunity for growth, as these economies continue to develop and their populations become more credit active.growth. We have significant scale in some of the world’s fastest growing markets, such as India and Latin America, which positions us well to take advantage of the favorable dynamics in these regions.regions as their populations become more credit active. We leverage solutions developed in the United StatesU.S. and in our regions and deploy them to international markets, after localizing them to individual market requirements. For example, after launching CreditVision in the United States,U.S., we have expanded our offerings with similar solutions in Canada, Hong Kong, India, Colombia and South Africa, as well as a number of our smaller Latin American markets.globally. In markets where we have established a presence, in a particular vertical, we will expand further into adjacent verticals, such as insuranceInsurance and consumer solutions.Consumer Solutions, as well as complementary solutions, such as marketing and fraud. We intend to continue to expand into new geographic markets by forming alliances with financial services institutions, industry associations and other local partners, and by pursuing strategic acquisitions. Across all our international expansion initiatives, we will continue to leverage our next-generation technology infrastructure to drive speed to market, scale and differentiation.
Continue to Broaden Our Reach in Consumer Market through Direct and Indirect Channels
Our consumer business has delivered market leading growth, driven by ourfocuses on helping consumers shape their financial future and protect their identity, delivering innovative solutions to consumers both directly and flexible andindirectly through a collaborative partnership model that has expanded the market for consumerthese services, along with greater consumer awareness of the value of their credit information and increased risk of identity theft. Our strategy isWith our acquisition of Sontiq, we added to grow our own member base in the direct channel as

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well as expand our reach through partnerships in the indirect channel.foundational credit monitoring solutions with a comprehensive set of identity protection offerings. Across both channels, our focus is on delivering value-added solutions and features while continuing to improve the consumer experience with more user-friendly interfaces and better customer service and educational tools. Within our indirect channel, we will continue to leverage and enhance our flexible technology platform to expand our relationship with existing partners as well as develop relationships with new partners and enter new verticals. We believe that partnerships not only enable us to grow our own business, but they also expand the overall market and provide us access to new consumer segments. We will also continue to leverage our approach in the U.S. consumer market to further expand our consumer operations globally.
PursueIntegrate Strategic Acquisitions
WeWhile we will continue to pursueevaluate strategic acquisitions that would allow us to accelerate growth within our existing businesses and diversify into new businesses. We are focused primarily on opportunities that are strategicbusinesses, we have shifted our focus to us, including opportunities that expandcompleting the full integration of our acquisitions from previous years and reducing our debt. In recent years, we have broadened our geographic footprint, increaseincreased the breadth and depth of our datasets, enhanceenhanced our services, provide us withdeepened our industry expertise in our key verticals and deepenexpanded our presence in our international markets. For example, ourmarkets through strategic acquisitions.
On April 8, 2022, we completed the acquisition of FactorTrust,Verisk Financial Services (“VF”), the financial services business unit of Verisk Analytics, Inc. (“Verisk”). We have retained the leading core businesses of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”) and have disposed of the remaining non-core businesses. Argus is relied upon by leading financial institutions, payments providers, and retailers worldwide for competitive studies, predictive analytics, models and advisory services to provide a clear perspective on where their business stands today and to best position them for success in November 2017 reinforcesthe future. We leverage the data provider consortium and proprietary and differentiated benchmarking datasets of these entities to provide more enhanced and holistic solution capabilities to our position ascustomers to make better and faster decisions that will help them more fully understand consumer behavior, increase financial inclusion, acquire new accounts, and improve fraud prevention, risk management and other solutions.
On December 1, 2021, we completed two of the largest investments in our history with the acquisitions of Neustar and Sontiq. Neustar, a provider ofpremier identity resolution company with leading solutions in Marketing, Risk and Communications, enables customers to build connected consumer reporting models that capture a wide range of positive payment behaviors. Our October 2017experiences by combining decision analytics with real-time identity resolution services driven by its OneID platform. The acquisition of eBureau, LLC, a leading providerNeustar provided immediate scale to our identity resolution services through Neustar’s large, well-established customer base and we believe that Neustar will help accelerate the future growth of custom analyticour
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identity-based solutions with both credit-risk and anti-fraud applications, demonstratesexpand our commitment to build upon our success as a sourcepowerful digital identity capabilities through the addition of groundbreaking, versatileNeustar’s distinctive data and analytics, capabilities. We also have expanded into new countries such as Brazilenabling consumers and Chilebusinesses to transact online with greater confidence.
Sontiq provides solutions including identity monitoring, restoration, and in Colombia with ourresponse products and services to empower consumers and businesses to help proactively protect against identity theft and cyber threats. The acquisition of Central de Informacion Financiera S.A. (“CIFIN”)Sontiq enables access to an attractive new base of customers and consumers through a recurring subscription-based revenue model and also complements and expands our Consumer Interactive solutions portfolio by providing valuable identity protection services for consumers. Sontiq’s identity security monitoring products incorporate our credit data, are highly complementary to our capabilities and are expected to significantly increase our opportunities for growth.
In our Media vertical, our 2020 acquisitions of Tru Optik Data Corp. and Signal Digital, Inc., and our 2019 acquisition of TruSignal, Inc., provide us with an industry-leading position within a clearly defined part of the Media industry. These acquisitions allow us to deliver more real-time targeted data across online streaming services to improve our customers’ digital marketing campaigns. Together with TransUnion’s complementary capabilities, we believe these acquisitions allow us to enhance the customer base with higher accuracy and transparency that is missing in 2016. CIFIN iscurrent identity and audience development products in the digital marketing space.
We enhanced our fraud and identity management service offerings when we acquired iovation in June 2018, one of two primarythe most advanced providers of device-based information in the world. We launched IDVision with iovation, which combines our extensive personal data with iovation’s digital data to offer an enhanced suite of identity management, authentication and fraud prevention solutions that protect businesses from fraud while improving the online user experience. This results in a global network of fraud and risk insights that help businesses to quickly and accurately determine authentic customers from fraudulent ones.
In June 2018, we entered the world’s second largest credit bureausmarket in Colombia,the U.K. Our U.K. business provides data, analytics and technology solutions to help businesses and consumers make informed decisions across a country withdiverse group of industries. With a population greater than 48 million. strong record of growth and innovation in both core credit and emerging solutions we have achieved strong market success.
We have also enhanced our domestic healthcare offerings through various acquisitions over the past few years. For example our 2016 acquisitionsmade a number of RTech Healthcare Revenue Technologies, Inc. (“RTech”) and Auditz, LLC, (“Auditz”), two entities with proprietary technology that helps healthcare providers protect revenue and identify and recover payments. Other recent examples include our December 2015 acquisition of Trustev, Ltd., a provider of digital verification technology to multiple industries, our November 2014 acquisition of DHI, a provider of traffic violations and criminal court data, our October 2014 acquisition of L2C, an innovator in predictive analytics using alternative data that is able to provide risk perspectives on non-traditional and non-credit active consumers and our December 2013 acquisition of TLO’s assets, providing data solutions leveraging proprietary public records data for identity authentication, fraud prevention and debt recover. From time to time, we may also seek to increase ourminority investments in foreign entities inbusinesses, which we have less than a 100% equity interest, as we didtypically include strategic partnership arrangements that allow us to develop, expand, and deepen relationships with Credit Information Bureau (India) Limited (“CIBIL”) in India in 2014 through 2017, increasing our ownership to over 92%.innovative companies with promising technologies and capabilities. We have a strong track record of integrating our acquisitions and driving long-term value creation, and we will continue to maintain a disciplined approach to pursuing acquisitions.
Segment Overview
We manage our business and report our financial results in three reportable segments: USIS,U.S. Markets, International and Consumer Interactive. We also report expenses for Corporate, which provides shared services and conducts enterprise functions. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andOperations,” Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” and Note 16,”Reportable21, “Reportable Segments,” for further information about our reportable segments.
USIS
USISU.S. Markets
Our U.S. Markets segment provides consumer reports, risk scores, analytical servicesactionable insights and decisioning capabilitiesanalytics to businesses. These businesses use our services to engage and acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud.mitigate fraud risk.
USIS leveragesWe deliver our solutions across multiple industry vertical markets and report disaggregated revenue as follows:
Financial Services: The Financial Services vertical is comprised of our consumer lending, mortgage, auto and cards and payments lines of business. Our financial services customers consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. Our solutions span every aspect of the lending lifecycle, including customer acquisition and engagement, fraud and ID management, retention and recovery. Our core products include credit reporting, credit marketing, analytics and consulting, identity verification, fraud prevention, outbound calling and contact center solutions, people-based marketing solutions, and authentication and debt recovery solutions.
Emerging Verticals: Emerging Verticals include Technology, Commerce & Communications, Insurance, Media, Services and Collections, Tenant and Employment, and Public Sector.Our solutions in these verticals are also data-driven and address the entire customer lifecycle. Core products include: outbound calling and contact center solutions, onboarding and transaction processing solutions, scoring and analytic solutions, people-based marketing solutions, fraud and identity management solutions, public record solutions, and customer retention solutions.
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Within U.S. Markets, we leverage our comprehensive data assets, data matching expertise and predictive analytics to develop and deliver solutions across multiple vertical markets.solutions:
•Comprehensive Data Assets: Our credit database contains the name and address of substantially all of the U.S. credit-active population, a listing of their existing credit relationships and their timeliness in repaying debt obligations. The information in our database is voluntarily provided by thousands of credit-granting institutions and other data furnishers. We also enhance our data assets with alternative credit sources such as rental payments and utility payments. We also actively sourceseek information from courts, government agencies and other public records including suits, liens, judgments, bankruptcies, professional licenses, real property, vehicle ownership, other assets, driver violations, criminal records and contact information.information from certain databases. We continue to look for opportunities to gain access to new datasets to further enhance our proprietary datasets, including device-based information and phone activity data. Our databases are updated, reviewed and monitored on a regular basis.
•Predictive Analytics:Our predictive analytics capabilities allow us to analyze our proprietary datasets and provide insights to our customers to allow them to drive better business decisions. Our tools allow customers to investigate past behavior, reasonably predict the likelihood of future events and strategize actions based on those predictions. We have numerous tools such as predictive modeling and scoring, customer segmentation, marketing analytics, benchmarking, forecasting, fraud modeling and campaign optimization, all of which caterscater to specific customer requirements. Our predictive analytics

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capabilities are developed by an analytics teamteams with deep industry experience and a broad array of specialized qualifications.
Our core capabilities leverage our next-generation technology, which has a common code base and allows us to build solutions once and deploy them multiple times across different verticals. We use varying combinations of these core capabilities and provide services to our customers through three delivery platforms, which are Online Data Services, Marketing Services and Decision Services.
Online Data Services
Online Data Services encompass services delivered in real-time, using both credit and public record datasets. These services include credit reports and predictive scores delivered to qualified businesses to help them assess the risk of prospective consumers seeking to access credit or insurance. We also provide online reports that link public record datasets for qualified businesses that seek to locate consumers or specific assets, or investigate relationships among consumers, businesses and locations. Collectively, 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. Our fraud database, which is updated daily, contains data elements such as addresses and Social Security numbers from multiple sources that alert businesses to identities associated with known or suspected fraudulent activity. Additionally, we provide data to businesses to help them satisfy “know your customer” compliance requirements and to confirm an individual’s identity. Revenue from Online Data Services accounted for approximately 64% of our USIS revenue in 2017.
Marketing Services
Marketing Services help businesses proactively acquire new customers, cross-sell to existing customers and monitor and manage risk in their existing portfolios. We 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. Revenue from Marketing Services accounted for approximately 16% of our USIS revenue in 2017.
Decision Services
Decision Services, our software-as-a-service offerings, include a number of platforms that help businesses interpret data, visualize insights, predict 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, account collection, patient registrations and apartment rental requests. Revenue from Decision Services accounted for approximately 20% of our USIS revenue in 2017.
These core capabilities and delivery platforms in our USIS segment allow us to serve a broad set of customers and business issues. We offer our services to customers in the financial services, insurance, healthcare and other industries. In financial services we serve eight of the top ten banks in all facets of the customer lifecycle from acquisition through account management to collections. For example, our customers use our CreditVision solutions, which is based on 30 months of time series data and delivered across all our platforms, to bring insight to the velocity and magnitude of change in consumer risk over time, allowing them to segment risk with greater precision. They use CreditVision Link to evaluate risk in consumer populations who have little or no traditional financial behavioral data. We also recently introduced Prama, a portfolio of tools that provide customer access to massive analytic datasets for gaining insights into market trends and portfolio performance. In addition, our AdFuel capabilities power digital media campaigns with highly targeted audiences for the financial services and insurance industries.  In insurance, fourteen of the top fifteen auto insurance carriers use TransUnion services to improve the speed and accuracy of quoting and underwriting policies, improving the consumer shopping experience and lowering costs for the carriers. We do this by providing pre-fill services that use our data assets to populate an application once basic identity information is supplied by the consumer, then use our driver violation data, insurance and asset risk scores, and fraud detection tools to provide a quote that is more consistent with the final premium than previous methods used. In healthcare, thousands of healthcare providers and over 1,000 hospitals use our revenue cycle management solutions to verify patient identity, check insurance eligibility and patient capacity to pay, estimate patient payment amounts and if needed, qualify patients for federal, state and local entitlement programs.
International
The International segment provides services similar to our USISU.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 decisioningtechnology solutions services and other value-added risk management services. In addition, weWe also have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, retail credit,

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insurance, automotive, collections, governmentpublic sector and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer solutions similar to those offered by our Consumer Interactive segment to help consumers proactively manage their personal finances. The two market groups in the International segment are as follows:
Developed Markets
finances and take precautions against identity theft. We offer online data services, marketing services and decision services in Canada and Hong Kong. Revenue from these developed markets accounted for approximately 35%report disaggregated revenue of our International revenue in 2017.segment for the following regions:
Canada: We have operated in Canada since 1989 and are one of only two nationwide consumer reporting agencies in the Canadian market. We operate across multiple verticals in Canada with leading positions in insurance and automotive with a strong and growing presence in financial services. Our Canadian customer base encompasses some of the largest companies in their verticals, including many of the top five largest banks, eight of the largest credit card issuers, eight of the top ten insurance companies and the top nine auto manufacturer lenders. We have recently grown our operations in Canada by acquiring new customers and we expect to continue to grow by introducing innovative new solutions, such as CreditVision and DecisionEdge, by increasing our presence with existing customers and by growing our market share with businesses and consumers.
Hong Kong: We have had a majority ownership interest in the principal consumer credit reporting company in Hong Kong since 1998. We are a primary supplier of consumer credit data and value-added solutions to the top ten banks in Hong Kong. Additionally, we use our established operations in Hong Kong as a base to expand into other emerging markets in the Asia Pacific region. We expect to continue to grow and transform the Hong Kong business by offering analytics, identity management, decisioning and consumer solutions.
Emerging Markets
Together with our unconsolidated subsidiaries, we also provide online data services, marketing services and decision services in emerging markets, such as South Africa, Brazil, India and other countries in the Africa, Latin America and Asia Pacific regions. Once credit databases are established in these markets, we can introduce services that have demonstrated success in developed markets. We believe that our flexible approach to forming local partnerships has allowed us to establish a foothold in certain emerging markets where our major competitors have not, such as in India and the Philippines. We also believe that our presence in emerging markets helps foster the growth and development of economies in these markets, thereby resulting in an accelerated demand for credit information services and analytics. Revenue from emerging markets accounted for approximately 65% of our International revenue in 2017.
Africa: We launched our operations in Africa by entering South Africa in 1993. We are highly diversified and serve a variety of industries through traditional consumer credit reporting services, insurance solutions, auto information solutions, commercial credit information services and consumer solutions in South Africa. We are a primary risk and information solutions provider in South Africa for two of the top four banks, nine of the top ten retailers, six of the seven top dealer groups and the top six insurers. We manage the database of all personal claims, policy and vehicle information on behalf of the South African Insurance Association and offer innovative solutions throughout the policy lifecycle. Our extensive vehicle information database in South Africa, which has over 19 million vehicle records and includes unique vehicle identifier codes, differentiates us from other providers. Our leading presence in South Africa has allowed us to expand into surrounding countries including Kenya, Namibia, Swaziland, Botswana, Zambia, Rwanda, and Malawi. We are currently rolling out our next-generation technology to our South African operations, which will make us the only provider with a big data platform in Africa and will provide us with further competitive advantages.
Latin America: We have been active in Latin America since 1985 when we entered the Puerto Rican market, and we have operationsnow operate in numerous Central and South American countries, including a strong presence in two major markets - Colombia where in February 2016 we acquired CIFIN, one of two primary credit bureaus in Colombia. CIFIN collects data from more than 3,000 traditional and alternate data sources, processes over 310 million transactions annually and can provide credit reports and scores on nearly all individuals and 2.5 million businesses. CIFIN has over three thousand customers across multiple industries, including the top five private banks and telecommunications companies and seven of the top ten nonlife insurance companies. In Brazil, we are a leading provider in decisioning with over 100 customers and over 38 million transactions processed monthly across key industry verticals. We believe we have the most extensive alternative database in Brazil with information on over 200 million consumers and 35 million companies. Our customer base in Brazil includes eight of the top ten banks, thirteen of the top fifteen automotive insurance carriers, four of the top five telecommunications groups and the largest Latin America online sales site.Brazil. We also have a significant credit bureau businessbusinesses in the Dominican Republic and Chile, and a 25.69% ownership interest in Trans Union de México, S.A., the primary credit reporting agency in Mexico. In Guatemala, we maintain a centralized database that services Guatemala, Honduras, Nicaragua and Costa Rica.
U.K.: In June 2018, we entered the world’s second largest credit market, the U.K., when we acquired Callcredit, the second largest consumer credit bureau in the U.K. Our U.K. business provides data, analytics and technology solutions to help businesses and consumers make informed decisions across a diverse group of industries, and serves a broad set of customers including leading financial institutions and customers in other attractive, high-growth segments.
Africa: We also acquiredlaunched our operations in Africa by entering South Africa in 1993 and have since expanded into many surrounding countries. We are highly diversified and serve a Chileanvariety of industries through traditional consumer credit reporting agencyservices, insurance solutions, auto information solutions, and commercial credit information services. We provide risk and information solutions in 2010.Africa to many of the leading banks, retailers, auto dealer groups, and insurance companies.
India: In 2001, we partnered with prominent Indian financial institutions to create CIBIL, the first consumer and business credit reporting agency in India. In 2014, we acquired a majority interestWe have since launched the country’s first generic credit score, which is the most widely used credit score across the financial services industry in CIBIL and further increased our ownership interest to over

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92% in 2017. We now include their results in our consolidated financial statements. We are CIBIL’s sole technology, analytics and decision services provider for its consumer risk information services business.India. In the absence of a comprehensive national ID, we created an innovative matching algorithm that allowed us to create the most extensive consumer credit database in India. Our credit database includes information on over 300 million consumers and over 15 million business entities.
In addition, weWe also own or have access to several non-credit data sources that we use to enhance our solutions. These includesolutions, including the national votersvoters’ registry, with nearly 790 million records and the national ID database with over 1.1 billion records, as well as other sources such as the confirmed and suspected fraud registry, property registry and tax ID database. We offer a suite of risk and information solutions across the credit lifecycle for banks, telecommunication companies and insurance companies. Our suite of offerings includes analytics and decisioning solutions that enable our customers to make faster decisions. We are the primary risk and information solutions provider for financial institutions in India and our customers include all of the top twenty banks. We developed and launched the first generic credit score for India in 2007, which is the most widely used and adopted credit score across the financial services industry in India. In addition to our business solutions, we also offercompanies, as well as consumer solutions such as online credit reports and scores. India has become our largest and our fastest growing region.
Asia Pacific: Our operations in Asia Pacific include markets such as Hong Kong, the Philippines, Thailand, Singapore, Malaysia, China and the Philippines.Singapore. Asia Pacific is a growing market with increasing demand for credit driven by a rising middle class that offers significant growth
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potential in analytics and decisioning. Usingtechnology solutions. We do business with many of the top financial institutions in the countries we serve. We have had a majority ownership interest in the principal consumer credit reporting company in Hong Kong as a base, we have leveraged our global intellectual property to expand to other countriessince 1998. In partnership with leading credit card issuers in the Asia Pacific region. For example,Philippines, we launched the first consumer credit reporting agency in the Philippinesthat market in 2011 in partnership with the top-five credit card issuers in that market.2011. We leverage our global intellectual property to scale very quickly and our solutions are now used for lending decisions by over 30% of the major banks in the Philippines. We have also built credit risk scores for the National Credit Bureau of Thailand, in which we have a 12%12.25% ownership interest, the Credit Bureau of Singapore and the Credit Bureau of Malaysia. We also have a presence in China, where we currently provide fraud and authentication solutions to financial institutions.
Consumer Interactive
The Consumer Interactive segment offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraudidentity 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 online and mobile interfaces and are supported by educational content and customer support. With our acquisition of Sontiq, we added to our foundational credit monitoring solutions with a comprehensive set of identity protection offerings. Our Consumer Interactive segment serves consumers through both direct and indirect channels.
Direct: We provide services directlya variety of solutions to consumers primarily on a subscription basis throughdirectly including free credit services with the ability to set and manage credit freezes and initiate disputes via online channels, and premium subscription-based credit health and identity protection products, offered via websites and mobile applications. ProductMany consumers sign up for premium credit and identity products to access benefits and features includesuch as credit reports, credit scores and analysis, alerts to changes in credit information, debt analysis, debt and retirement calculators, identity protection services, and the ability to restrict third-party access to a consumer’s TransUnion and Equifax credit reports through our paid subscription offering.locks. We complement these features with educational content that explains how credit and financial data is used in various industries to evaluate consumers, and how a consumer’s financial choices impact this evaluation. Ourevaluation, and how a consumer can best protect and monitor their identity. We continue to execute on an integrated, data-driven marketing strategy spans multiple channels includingapproach spanning paid and organic search, online display, email, affiliate partners, and email,programmatic and portfolio marketing, which allows us to efficiently acquire and retain high quality consumers.
Indirect: We also provide ourconsumer education and engagement, fraud and identity protection, and data breach services to partners who may offer them on a stand-alone basis or with their own or other branded services as a bundle to consumers, governmental agencies and businesses in support of fraud or credit protection, credit monitoring, identity authentication, or as a means to engage with and acquire consumers.businesses. We offer a broad suite of solutions that include many of the features, educational content and customer support available in our direct channel. We have taken a proactive and flexible partnership approach, which has resulted in long-term strategic relationships with some of the largest providers of credit information or identity protection services in the U.S. consumer market as well as with several large financial institutions.institutions and FinTech providers. Through these partnerships, we have significantly expanded the overall market as well as our ability to provide consumers with the reach of our business.information and tools they want.
Corporate
Corporate provides support services to each segment, holds investments and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are primarilytypically enterprise-level costs and are primarily administrative in nature.
Markets and Customers
We have a highly diversified customer base with our largest customer accounting for approximately 5% of revenue in both 2017 and 2016. Our top ten customers accounted for approximately 19% of revenue in 2017 and 20% in 2016. Our customers includethat includes companies across multiple industries, including financial services, insuranceFinancial Services and healthcare.Insurance. A substantial portion of our revenue is derived from companies in the financial services industry.


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industry and from sales in the United States.
We haveleverage our comprehensive data assets, industry expertise and our technology infrastructure, allowing us to build solutions once and deploy them multiple times across the different verticals and regions. Our evolution to a presencehybrid public-private cloud infrastructure augments this capability. We provide services to our customers through real-time, online delivery for services such as credit reports and predictive scores, in over 30 countriesbatch form for services that help our customers proactively acquire new customers, cross-sell to existing customers and territories includinghelp them monitor and manage risk, and through our software-as-a-service offerings, which include a number of solutions that help businesses interpret data, maximize reimbursements, visualize insights, predict model results and apply their customer-specific criteria to facilitate real-time automated decisions at the time of customer interaction, and through our websites to consumers, for various subscription-based and transaction-based products in the United States South Africa, Brazil, Canada, Hong Kong, India, and in other countries in Africa, Asia and Latin America. The following table summarizes our revenue based on the region where the revenue was earned:  
  Twelve Months Ended December 31,
  2017 2016 2015
Domestic 82% 82% 82%
International 18% 18% 18%
The following table summarizes our assets based on the segment in which such assets are held as of the dates shown below:
  December 31,
(in millions) 2017 2016 2015
U.S. Information Services $3,070.9
 $2,762.8
 $2,762.9
International 1,538.0
 1,460.1
 1,169.0
Consumer Interactive 431.9
 417.7
 404.0
Corporate 77.7
 140.6
 106.9
Total $5,118.5
 $4,781.2
 $4,442.8
regions we serve.
We market our services globally, primarily through our own sales force. We have dedicated sales teams for our largest customers focused by industry group and geography. These dedicated sales teams provide strategic account management and direct support to customers. We use shared sales teams to sell our services to mid-size customers. These sales teams are based in our headquarters office and in field offices strategically located throughout the United States and abroad. Smaller customers’ sales needs are serviced primarily through call centers. We also market our services through indirect channels such as resellers, who sell directly to businesses and consumers. Our interactive direct-to-consumer services are sold primarily through our website.
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Seasonality
Seasonality in the USISU.S. Markets segment is correlated to volumes of online credit data purchased by our financial services and mortgage customers, and our sales have generally been higher during the second and third quarters. Seasonality in our International segment is driven by local economic conditions and relevant macroeconomic market trends. In our Consumer Interactive segment, demand for our products is usually higher in the first half of the year, impacted by seasonality and our advertising spend.
Competition
The market for our services is highly competitive. We compete primarily on the basis of differentiated solutions, datasets, analytics capabilities, ease of integration with our customers’ technology, stability of services, customer relationships, innovation and price. We believe that we compete favorably in each of these categories. Our competitors vary based on the business segment, industry vertical and geographical market that our solutions address.
In our USISU.S. Markets segment, our competition generally includes Equifax, Experian and LexisNexis, in addition to certain competitors with whom we only compete with in specific industry verticals. For example, we compete with FICO in the financial services vertical, with Solera and Verisk in the insurance vertical, with Experian Health, IMS Health, Inovalon and Trizetto in the healthcareFinancial Services vertical and with LifeLockVerisk Analytics, Inc. in the Insurance vertical, and with LiveRamp and Experian in the fraudmarketing solutions market.space.
In our International segment, we generally compete with Equifax and Experian directly or indirectly through their subsidiaries or investments. We also compete with other competitors that may focus on a particular vertical, country or region.
In our Consumer Interactive segment, we generally compete with Equifax, Experian, FICO and LifeLock as well as emerging businesses,personal finance websites, some of whom offer free credit information.
In addition to these competitors, we also compete with a number of other companies that may offer niche solutions catering to more specific customer requirements.
We believe the services we provide to our customers reflect our understanding of our customers’ businesses, the depth and breadth of our data and the quality of our analytics and decisioningtechnology solutions capabilities. By integrating our services into our customers’ workflows, we ensure efficiency, continuous improvement and long-lasting relationships.


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Information Technology
Technology
The continuous operation of our information technology systems is fundamental to our business. Our information technology systems collect, refine, access, process, deliver and store the data that is used to provide our solutions. Customers connect toOur technology is at the core of our systems using a number of different technologies, including secured internet connections, virtual private networksinnovative solutions, and dedicated network connections. Control and management of the technology that operates our business is critical to our success and to this end, we directly control and manage all ofcontinually invest in our technology and infrastructure.thought leaders to be a market leader. There are four critical elements to our global technology enablement strategy:
Hardware + Cloud: Our technology infrastructure gives us the ability to organize and handle high volumes of disparate data, maintain and improve our delivery speeds, increase availability and enhance our product development capabilities, while at the same time lowering our overall cost structure. As announced in November 2023, we are investing in our technology to standardize and streamline our product delivery platforms and build a single global platform for fulfillment of our product lines.
Our environment is built upon strategic partnerships. Our technology relies on several third-party, best-of-breed solutions as well as proprietary software and tools which we integrate into our platforms. Our control of our technology and infrastructure allows us to prioritize any changes and manage the roll-out of any upgrades or changes. We contract with various third-party providers to help us maintain and support our systems.
Software: Our market-facing solutions are designed for global deployment, such as our Brazil bureau, our first cloud-native credit bureau where we deploy best in class components. Our software is built on a common set of components, tools and practices. With the ongoing migration to OneTru, our software applications will eventually also be deployed on the same software operating platform.
Operating Model: We have established a core set of global operating principles built on common practices, community, tools and training.We have established technology Centers-of-Excellence that utilize similar tools and technology in order to provide scale and efficiency in modifying existing applications and developing new applications for our businesses. We deploy new development methodologies globally to enable rapid delivery of solutions and increase our speed-to-market. Our technology team includes both our own employees as well as additional resources from third-party providers. We hire top talent from global hubs, like India, where we are expanding our resources at all levels, including senior and executive leadership. In November 2023, we announced an operating model optimization program that will further reduce our global workforce and transition certain job responsibilities to our GCCs, which we expect will improve productivity, save costs and fund growth, optimize business processes, and reduce our facility footprint.
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Digital Associate Experience: We are also investing in our digital employee experience. We believe that our technology is at the coreto attract and retain talent we need to ensure an efficient and productive environment. We conducted a thorough needs analysis of our innovative solutions, and we continually invest in our technology and thought leadersemployees to be a market leader. We continue to make significant investments in our technology infrastructure to leverage the latest big data and analytics technologies. We believeensure that our next-generation platformplatforms are enabling the most effective work environment, facilitating productivity and the hybrid workspace, and providing a world-class technology foundation that enables usour employees to be quicker, more efficient and more cost-effective across each step of our process chain, including receiving, consolidating and updating data, implementing analytics and decisioning capabilities, creating innovative solutions, delivering those solutions to our customers and incorporating customer feedback. Our platform has significant scale and capacity and enables us to deliver actionable information immediately to our customers. Our technology infrastructure gives us the ability to organize and handle high volumes of disparate data, maintain and improve our delivery speeds, increase availability and enhance our product development capabilities, while at the same time lowering our overall cost structure.innovate.
Data Centers and Business Continuity
In order to create redundancy and increase resiliency, we utilize multiple data centers in all of our major markets. We generally employ similar technologies and infrastructures in each data center to enable the optimal sharing of technical resources across geographies.
We maintain a governance framework for business continuity that includes written policies requiring each business and operating unit to identify and prepare continuity plans for critical functions. Our businesses and operating units have processes in place that are designed to maintain such functions in case there is a disruptive event. We also have a specific disaster recovery plan that will take effect if critical infrastructure or systems fail or become disabled.
As part of our program, each business unit’s continuity plan is periodically updated and stored in a centralized database. These plans are monitored and reviewed by our compliance team. From time to time, our compliance team tests one or more of these plans using desktop exercises or in connection with actual events. We also periodically confirm the state of preparedness of our most critical disaster recovery procedures. We maintain systems redundancy plans for our primary U.S. data centers that allow for the transfer of capacity between geographically disbursed environments in the event there is a failure of computer hardware or a loss of our primary telecommunications lines or power sources. On an enterprise basis, our systems are designed to recover most of our operational capacity in a scenario where our primary data centers become inoperable.
Security
The security and protection of non-public consumer informationpersonal data is one of ourTransUnion’s highest priorities. We have apriority. TransUnion’s written information security program basedfocuses on themanaging risk and is guided by global information security regulations and standards, including ISO/IEC 27001:2013, standard with dedicated personnel charged with overseeing that program.NIST CSF, PCI-DSS, HIPAA, and other international regulatory expectations in locations where we operate. Our information security program incorporates continuous improvement methodology andfollows a risk-based approach that continuously evaluates threats, industry events and asset values to help us appropriately adjust security controls.introduce enhancements when necessary. We employdeploy a wide range of physical and technical safeguards that are designedintended to provide security around the collection, storage, use, access and delivery of information we have in our possession.possession or with our partners. These safeguards include firewalls, intrusion protection and monitoring, anti-virus and malware protection, vulnerability threat analysis, management and testing,control validation, advanced persistent threat monitoring, forensic tools, encryption technologies, data transmission standards, contractual provisions, customer and partner credentialing, identity and access management, data loss prevention, access and anomaly reports and training programs for associates. We, along with other global financial services organizations, including U.S. nationwide consumer credit reporting companies, share cyber threat and attack information that may be targeted at our industry through our participation in forums such as the Financial Information Sharing and Analysis Council (“FS-ISAC”) and otherCouncil. These forums that may be targeted at our industryallow us to better understand and monitor our systems and our connectivity to our customers and partners, as well as how specific solutions that were implemented to protect against such attacks are performing. We undergo SSAE 1618 and SOC2 reviews annually, and severalmany of our major customers routinely audit our security

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controls. We conduct an annual Payment Card Industry Data Security Standard (PCI-DSS) compliance program and remain PCI certified. Additionally, we also hire third partiesWe regularly engage independent third-party organizations to evaluate TransUnion’s security program to conduct independent information security assessments. See Part I, Item 1C, “Cybersecurity” for additional information.
Intellectual Property and Licensing Agreements
Our intellectual property is a strategic advantage and protecting it is critical to our business. Because of the importance of our intellectual property, we treat our brand, software, technology, know-how, concepts and databases as proprietary. We attempt to protect our intellectual property rights under the trademark, copyright, patent, trade secret and other intellectual property laws of the United States and other countries, as well as through the use of licenses and contractual agreements, such as nondisclosure agreements. While we hold various patents, we do not rely primarily on patents to protect our core intellectual property. Through contractual arrangements, disclosure controls and continual associate training programs, our principal focus is to treat our key proprietary information and databases as trade secrets. Also, we have registered certain trademarks, trade names, service marks, logos, internet URLs and other marks of distinction in the United States and foreign countries, the most important of which is the trademark TransUnion name and logo. This trademark is used in connection with most of the services we sell and we believe it is a known mark in the industry.
We own proprietary software that we use to maintain our databases and to develop and deliver our services. We develop and maintain business-critical software that transforms data furnished by various sources into databases upon which our services are built. We also develop and maintain software to manage our consumer interactions, including providing disclosures and resolving disputes. In all business segments, we develop and maintain software applications that we use to deliver services to our customers, through a software-as-a-service model. In particular, we develop and maintain decisioninganalytics and technology
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solutions infrastructure that we host and integrate intomake available for our customers’ workflow systemscustomers to develop and deploy analytics to improve the efficiency of their operations.business performance.
We license certain data and other intellectual property to other companies on arms-length terms that are designed to protect our rights to our intellectual property. We generally use standard licensing agreements and do not provide our intellectual property to third parties without a nondisclosure and license agreement in place.
We also license certain intellectual property that is important for our business from third parties. For example, we license credit-scoring algorithms and the right to sell credit scores derived from those algorithms from third parties for a fee.
Employees
As of December 31, 2017, we employed approximately 5,100 employees throughout the world. Other than certain employees in Brazil, none of our employees is currently represented by a labor union or have terms of employment that are subject to a collective bargaining agreement. We consider our relationships with our employees to be good and have not experienced any work stoppages.
Our History
TransUnion Corp. was spun-off from its parent, Marmon Holdings, Inc. in 2005 to the Pritzker family. On June 15, 2010, an affiliate of Madison Dearborn Partners, LLC, on behalf of certain of its investment funds, acquired 51.0% of our outstanding common stock from the Pritzker family and certain employee and director stockholders of TransUnion Corp. On April 30, 2012, TransUnion Corp. was acquired by TransUnion Holding Company, Inc., substantially all the common stock of which was owned by 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”), and became TransUnion Holding Company, Inc.’s wholly-owned subsidiary. On March 26, 2015, TransUnion Holding Company, Inc. was renamed TransUnion and TransUnion Corp. was renamed TransUnion Intermediate Holdings, Inc. On June 30, 2015, we completed the initial public offering of 33,977,273 shares of our common stock, including shares sold to the underwriters pursuant to their over-allotment option, at a public offering price of $22.50 per share. Our stock trades on the New York Stock Exchange under the ticker “TRU.”
Legal and Regulatory Matters
Compliance with legal and regulatory requirements is a top priority. NumerousWe are subject to numerous laws governgoverning the collection, protection, dissemination and use of the non-public personal information, we have in our possession.credit information and other types of information. These laws are enforced by U.S. federal, state and local regulatory agencies, foreign regulatory authorities and, in some instances, through private civil litigation. Our failure to comply with applicable legal and regulatory requirements could have a negative impact on our financial condition, results of operations, reputation and overall operations.
We proactively manage our compliance with laws and regulations through a dedicatedglobal legal, risk and compliance teamframework that is generally locally sourced and taskeddesigned to ensure that enterprise standards are followed. To that end, we have legal and compliance personnel situated at business operations in the United States, Brazil, Canada, Colombia, Hong Kong, India and South Africa. All such personnel report to the functional department leaders, who are located in our corporate offices in Chicago, Illinois. Through the legal, risk and compliance functions, we provide training to our associates, monitor all material laws and regulations, establish compliance policies, routinely review internal processes to determine whether business practice changes are warranted, assist in the development of new products and services, and promote regular meetingsregularly meet with principal regulators and legislators to establish transparencyensure transparent engagement regarding our operations.

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of our operations and create a means to understand and react should any issues arise. In addition, as a controlled financial company of a U.S. bank holding company, we have committed to implement certain compliance programs as directed by that bank holding company pursuant to the Amended and Restated Major Stockholders’ Agreement (as later defined).
U.S. Data and Privacy Protection
Our U.S. operations are subject to numerous laws that regulateand regulations governing privacy, data security, consumer protection and the use of consumer credit or an individual’s healthcare information. Certain of these laws provide for civil and criminal penalties for the unauthorized release of, or access to, this protected information. The laws and regulations that affect our U.S. business include, but are not limited to, the following:
•Fair Credit Reporting Act (the “FCRA”): The FCRA applies to consumer credit reporting agencies, including us, as well as data furnishers and users of consumer reports. The FCRA promotes the accuracy, fairness and privacyconfidentiality of information in the files of consumer reporting agencies that engage in the practice of assembling orand evaluating consumer credit and other information relating to consumers for certain specified purposes. The FCRA limits what information may be reported by consumer reporting agencies, limits the distribution and use of consumer reports, establishes consumer rights to access and dispute their own credit files, includes provisions designed to prevent identity theft and assist fraud victims and victims of human trafficking, requires consumer reporting agencies to make available to consumers a free annual credit report available to consumers and imposes many other requirements on consumer reporting agencies, data furnishers and users of consumer report information. Violation of the FCRA can result in civil and criminal penalties. The law contains an attorney fee shifting provision to provide an incentive to consumers to bring individual or class action lawsuits against a consumer reporting agency for violations of FCRA. Regulatory enforcement of the FCRA is under the purview of the FTC,Federal Trade Commission (the “FTC”), the Consumer Financial Protection Bureau (the “CFPB”) and state attorneys general, acting alone or in concert with one another.
State Fair Credit Reporting Acts: Many states have enactedtheir own fair credit reporting laws, withwhich may include more exacting requirements, similar to FCRA. Some of these state laws impose additional, or more stringent, requirements than FCRA. FCRA preempts some of these state laws but the scope of preemption continues to be definedif not preempted by the courts.
FCRA.
•The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”): A central purpose of theThe Dodd-Frank Act is to “protect consumers from abusive financial services practices, and for other purposes.” An important new regulatory body created by Title X of the Dodd-Frank Act is the CFPB. The CFPB, through rulemaking, confirmed that the Company is subject to the examination and supervision of the CFPB, and such examinations began in 2012. In addition to transferring authority under certain existing laws to the CFPB and providing it with examination and supervisory authority, the Dodd-Frank Act also prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) with respect to consumer financial products or services and provides the CFPB with authority to enforce those provisions. The CFPB has asserted broad regulatory authority and stated that its UDAAP authority may allow it to find statutory violations even where a specific regulation does not prohibit the relevant conduct, or prior published regulatory guidance or judicial interpretation has found the activity to be in accordance with law.
•The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “EGRRCPA”): The EGRRCPA amended certain parts of the Dodd-Frank Act, FCRA and other U.S. federal laws applicable to us. Among other things, the EGRRCPA requires that consumer reporting agencies provide consumers the option to include with their credit file an initial fraud alert for at least one year, establishes a consumer’s right to place a free national security freeze that prevents consumer reporting agencies from disclosing the content of the consumer’s report to a lender, and mandates that consumer reporting agencies notify consumers of their right to a credit freeze and provide instructions on how to remove it. The EGRRCPA also requires consumer reporting agencies to provide additional credit protections and services to veterans and active-duty U.S. military consumers.
•State unfair and deceptive practices acts: and practices laws: Many statestates have enacted statutes that prohibit unfair and deceptive marketing acts and practices, relating to, among other things, marketing, disclosures and billing practices within the state or directed to consumers within the state. The Company and others in the industry may be subject to these actslaws with respect to the marketing of consumer credit information products.
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•Gramm-Leach Bliley Act (the “GLBA”): The GLBA regulates, among other things, the receipt, use and disclosure of non-public personal information of consumers that is held by financial institutions, including us. Several of our datasets are subject to GLBA provisions, including limitations on the use or disclosure of the underlying data and rules relating to the technological, physical and administrative safeguarding of non-public personal information. Violation of the GLBA can result in civil and criminal liability. Regulatory enforcement of the GLBA is under the purview of the FTC, the federal prudential banking regulators, the SEC and state attorneys general, acting alone or in concert with each other.
•Drivers’ Privacy Protection Act (the “DPPA”): The DPPA requires all states to safeguard certain personal information included in licensed drivers’ motor vehicle records from improper use or disclosure. Protected information includes the driver’s name, address, phone number, Social Security Number, driver identification number, photograph, height, weight, gender, age, certain medical or disability information and, in some states, fingerprints, but does not include information on vehicular accidents, driving violations and driver’s status. The DPPA limits the use of this information sourced from State departments of motor vehicles to certain specified purposes and does not apply if a driver has consented to the release of their data. The DPPA imposes criminal fines for non-compliance and grants individuals a private right of action, including actual and punitive damages and attorneys’ fees. The DPPA provides a federal baseline of protections for individuals, and is only partially preemptive, meaning that except in a few narrow circumstances, state legislatures may pass laws to supplement the protections made by the DPPA. Many Statesstates’ laws are more restrictive than the federal law.
•Data security breach laws: MostAll states and some territories have adopted data security breach laws that may require notice be given to affected consumers in the event of a breach of personal information, and in some cases the provision of additional benefits such as free credit monitoring to affected individuals. Some of these laws require additional data protection measures over

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and above the GLBA data safeguarding requirements. If data within our system is compromised, by a breach, we may be subject to provisions of various state security breach laws, including regulatory investigations or enforcement actions from state attorneys general, who enforce state data breach or unfair and deceptive practices laws.
Identity theft laws: In order to help reduce the incidence of identity theft, most states and the District of Columbia have passed laws that give consumers the right to place a security freeze on their credit reports to prevent others from opening new accounts or obtaining new credit in their name. Generally, these state laws require us to respond to requests for a freeze within a certain period of time, to send certain notices or confirmations to consumers in connection with a security freeze and to unfreeze files upon request within a specified time period.
•Federal Trade Commission Act (the “FTC Act”): The FTC Act prohibits unfair methods of competition and unfair or deceptive acts or practices. We must comply with the FTC Act when we market our services,certain credit related products, such as consumer credit monitoring services through our Consumer Interactive segment. Theand identity protection services. Our data collection, use and disclosure practices and the security measures we employ to safeguard the personal data of consumers could also be subject to the FTC Act, and our data practices or our failure to safeguard data adequately may subject us to regulatory scrutiny or enforcement action. There is no private right of action under the FTC Act.
•The Credit Repair Organizations Act (“CROA”): CROA regulates companies that claim to be able to assist consumers in improving their credit standing. Some courts have applied CROA to credit monitoring services offered by consumer reporting agencies and others. CROA allows for a private right of action and permits consumers to recover all money paid for alleged “credit repair” services in the event of violation. We, and others in our industry, have settled purported consumer class actions alleging violations of CROA without admitting or denying liability.
•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 claimsunder a “business associate” agreement that areis subject to the privacy, security and transactional requirements imposed by HIPAA. We are frequently required to secure HIPAA-compliant “business associate” agreements with the providersHIPAA 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.
•Comprehensive State Privacy Laws: Five states — California, Colorado, Connecticut, Utah and Virginia — have enacted comprehensive privacy legislation, currently in effect, intended to provide consumers with greater transparency and control over their personal information by providing consumers in these states with certain rights regarding their personal information and by requiring businesses to make certain disclosures and take certain other acts in furtherance of those rights. These laws exempt practices and activities regulated by the FCRA, GLBA, HIPAA and DPPA, including our credit reporting business, but apply to other portions of our business that are not regulated by these laws. An additional eight states - Delaware, Indiana, Iowa, Montana, Oregon, New Jersey, Tennessee, and Texas — have passed similar comprehensive privacy laws, which will go into effect over the course of 2024 to 2026.
•Washington My Health My Data Act; Nevada Consumer Health Data Privacy Law: Washington and Nevada have enacted laws that impose broad requirements on collecting, using, and selling consumer health information. These laws take effect on March 31, 2024.
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•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 countriesother 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 law made a number of notable changes to the province’s privacy laws, most notably increasing requirements on organizations seeking to transfer personal information outside of Quebec.

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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 restspenalties.
•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 SuperintendenceConduct Authority (the “FCA”). The FCA has regulated credit reference agencies since 2014 with the objectives of Colombiaprotecting 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 Colombiarules 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
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the process for disputing information in a credit file. The NCA is enforced by The National Credit Regulator who has authority to supervise and examine credit bureaus. In addition, the Protection of Personal Information Act (“POPIA”) went into effect on July 1, 2020, with enforcement commencing on July 1, 2021. POPIA regulates the processing of personal information of legal and juristic persons, and imposes compliance obligations and sanctions.
•India: The Credit Information Companies Regulation Act of 2005 (“CICRA”) requires entities that collect and maintain personal credit information to ensure that it is complete, accurate and protected. Entities must adopt certain privacy principles in relation to collecting, processing, preserving, sharing and using credit information. Data protection is currently covered under provisions of the Information Technology Act of 2000 as well as regulations promulgated by the Reserve Bank of India. On August 9, 2023, India passed The Digital Personal Data Protection Authority (SuperintendenceAct, which covers personal information. Regulations implementing this law are forthcoming.
•Hong Kong: Personal Data (Privacy) Ordinance (“PDPO”) and The Code of IndustryPractice on Consumer Credit Data regulate the operation of consumer credit reference agencies. They prescribe the methods and Commerce).
security controls under which credit providers and credit reference agencies may collect, access and manage credit data. The PDPO was amended in 2021 to provide new powers to the Privacy Commissioner and to make criminal the act of publicly releasing information identifying an individual or organization – a practice known as “doxxing.”
•Brazil: The Brazilian General Data Protection Law (“LGPD”), went into effect on September 18, 2020. LGPD regulates the processing of personal information and imposes compliance obligations and sanctions comparable to those of GDPR. The sanctions provisions of the LGPD went into effect on August 1, 2021.
Other International Laws
Credit information and credit information companies have also become subject to, directly or indirectly, further governance regulations, such as those historically reserved for banks.We are also subject to various laws and regulations generally applicable to all businesses in the other countries where we operate.
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 we believe are important to our business and to our key stakeholders. In 2021, we conducted our first global ESG assessment, which confirmed the importance of cybersecurity, privacy, and corporate governance to the continued success of our business. The assessment also confirmed the importance of TransUnion continuing to focus efforts on enhancing financial inclusion, employee wellness, diversity, equity, inclusion, and belonging, and climate change. In our 2023 Diversity Report, we will provide details regarding our efforts to drive a culture of inclusion and belonging across our organization, including matters of racial and gender inclusion in our workforce, and promote financial literacy in the communities we serve.
Climate Change
Climate change continues to be a key issue for companies worldwide. In 2021, in partnership with an external consultant, we completed a survey of our greenhouse gas (“GHG”) emissions and designed climate change targets. We set two climate change targets, reaching operational net zero scope 1 and scope 2 GHG emissions by 2025 and 30 percent reductions on leased real estate scope 3 emissions by 2030, using 2019 as a baseline. Currently, we consider our scope 2 GHG emissions to be those indirect emissions from our owned (as distinct from our leased) properties and leased sites within our operational control. In addition, we consider scope 3 GHG emissions to include leased real estate, other than leased real estate within our operational control and captured in our scope 2 GHG emissions. We consider leased sites where TransUnion has sufficient influence over facilities to impact energy consumption and/or sourcing, as determined by an internal survey we conducted, to generally fall within operational control. Currently, we plan to achieve these reduction targets by utilizing renewable energy purchases, an environmentally friendly cloud migration, and our real estate consolidation strategy. In May 2023, TransUnion announced its partnership with Constellation Energy Corporation to support the production of new renewable energy in the United States. We anticipate that our 12-year contract with Constellation will help reduce carbon emissions associated with our energy use by more than 8,000 metric tons each year. For emissions that TransUnion is unable to reasonably avoid, we expect to mitigate our impact through annual offset purchases. In 2023, we completed our second offset and renewable energy credit purchase for our emissions impact for the year.
TransUnion has been reviewing climate risk with the help of an external consultant, and this review continued in 2023. While this review has identified that our exposure to climate risks does not appear to be as high as companies in certain industries, we are evaluating ways in which to further mitigate such risks, such as via our climate targets discussed above.
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Human Capital Management
We employed approximately 13,200 employees as of December 31, 2023. Central to our long-term strategy is attracting, developing and retaining the best talent globally with the right skills to drive our success. Our Board of Directors (the “Board”) receives regular updates on human capital topics such as employee retention, engagement and survey results, enterprise compliance, investigations and associate health and safety.
Other than certain employees in Brazil, none of our employees are currently represented by a labor union or have terms of employment that are subject to a collective bargaining agreement. We consider our relationships with our employees to be good and have not experienced any work stoppages.
Diversity Strategy
We see inclusion and diversity as a source of strength and know that it is essential to our mission, innovation and growth. At TransUnion, we know that diversity helps us win. We have a three-pronged approach to our diversity, equity and inclusion strategy consisting of the following:
•Our People: We value our talent through inclusive recruiting practices, continuous development, retention and support for our associate networks.
•Our Culture: We strive to cultivate an exceptional workplace culture of diversity, equity, inclusion, belonging, respect, and accountability.
•Our Marketplace: We take positive actions to promote fair and equitable access to our products and services, and utilize suppliers and strategies to reach potential candidates reflect the diversity of the communities in which we operate.
We believe that a critical component of continuing to deliver innovative products to consumers and customers is maintaining diverse and inclusive teams. Detailed below are select workforce diversity statistics informed by the Sustainability Accounting Standards Board reporting standards, including figures for 2023, 2022 and 2021:
For the Year Ended December 31,
2023
2022 6
2021 6
Percent of TransUnion’s Worldwide Workforce Based in the United States36%41%46%
Worldwide Gender
Women Executive Management1
30%29%28%
Women Non-Executive Management2
34%33%32%
Women Administrative & Professional3
44%43%43%
U.S. Race/Ethnicity4
Black Executive Management1
4%4%4%
Black Non-Executive Management2
5%5%5%
Black Administrative & Professional3
11%12%12%
Hispanic Executive Management1
4%4%5%
Hispanic Non-Executive Management2
6%5%5%
Hispanic Administrative & Professional3
11%11%10%
Asian Executive Management1
14%13%12%
Asian Non-Executive Management2
23%23%22%
Asian Administrative & Professional3
25%24%22%
Other Executive Management 1,5
2%1%1%
Other Non-Executive Management2,5
2%2%2%
Other Administrative & Professional 3,5
3%2%2%
1.Executive Management include all employees at a Vice President level or above.
2.Non-Executive Management include all employees from Manager level to Senior Director level.
3.Includes all employees other than Executive and Non-Executive Management.
4.U.S. race/ethnicity diversity demographic information includes only U.S. employees who chose to self-identify and excludes those who did not self-identify.
5.Other race/ethnicity includes American Indian or Alaska Native, Native Hawaiian or Other Pacific Islanders, and those employees who disclosed two or more categories.
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6.Human capital reporting includes all 2021 acquisitions and 2022 non-divested acquisitions.
Talent Acquisition and Retention
Our talent acquisition and retention strategy is multi-faceted. We aim to recruit the most qualified candidates and strive for a diverse and well-balanced workforce.
We reward and support employees through competitive pay, benefits, and perquisite programs that allow employees and their families to thrive. Our benefit offerings are designed to meet the varied and evolving needs of a diverse workforce tailored to the variety of businesses and geographies in which we operate.
We continue to support our employees and their families, including by providing child and adult care benefits that provide access to onsite or community centers, enhanced back-up care choices that include personal caregivers, child care and adult referral assistance and child and adult care provider discounts. In addition, we offer on-demand tutoring along with a specialist who can consult, research and provide referral services for a host of services such as child and parenting needs (e.g., pregnancy, adoption, and special needs), senior care, pets, home services, education (including college), to name a few of the many options provided to our employees. We also provide our employees with access to free mental and behavioral health resources, including on-demand access to the Employee Assistance Program for employees and their dependents. We continue to look for new ways to support our employees and their families.
Employee Engagement, Training and Development
We prioritize and invest in helping our employees grow and build their careers through several training and development programs. These include online, instructor-led and on-the-job learning formats as well as executive talent and succession planning paired with an individualized development approach.
Safety and Wellness
As TransUnion takes its duty to maintain a safe work environment seriously, the health and well-being of associates, customers and visitors remains a top priority. We continue to follow important health and safety guidelines, and implement effective practices to minimize workplace risks.
See our upcoming 2023 Sustainability Report and 2023 Diversity Report for additional information on these topics. Information contained in such reports are not incorporated herein by reference and should not be considered part of this report.
Available Information
Through our corporate website under the heading “Investors,“About - Investor Relations,” at http://www.transunion.com, you can access electronic copies of our governing documents free of charge, including our Corporate Governance Guidelines and the charters of the committees of our Board of Directors.Board. In addition, through our website, you can access the documents we file with the U.S. Securities and Exchange Commission (SEC)(“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.

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ITEM 1A. RISK FACTORS
You should carefully consider the following risks as well as the other information included in this report, including “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 CFPB has supervisory and examination authority over our business and has in the past, and may initiate enforcement actions with regard to our compliance with federal consumer financial laws. Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil money penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition.
•Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business.
•The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved could subject us to significant monetary damages or restrictions on our ability to do business.
•Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the United States is subject to economic, political and other inherent risks, which could adversely impact our growth rate and financial performance.
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•We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition.
•We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices. We also rely on trade secrets and other forms of unpatented intellectual property that may be difficult to protect.
•We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain services.
•When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we face risks that may adversely affect our business.
•We depend, in part, on strategic alliances, joint ventures and acquisitions to grow our business. If we are unable to make strategic acquisitions and develop and maintain these strategic alliances and joint ventures, our growth may be adversely affected.
•We have a substantial amount of debt which could adversely affect our financial position and prevent us from fulfilling our obligations under the debt instruments.
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.
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

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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.
•Our stock price has recently been volatile and has declined, and may continue to be volatile and/or decline, regardless of our operating performance, and you may not be able to resell shares of our common stock at or above the price you paid or at all.
•Our business and operations are exposed to risks arising from developments and trends associated with climate change and ESG, including risks associated with our own reporting.
•Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts for us that you might consider favorable.
•Our ability to pay cash dividends may be limited by the terms of our secured credit facility.
•Economic and other conditions may adversely impact the valuation of our assets resulting in impairment charges that could have a material adverse impact on our results from operations.
•Our efforts to execute any element of our business strategy, including our transformation plan to optimize our operating model and invest in our technology, could experience difficulties, delays, or unexpected costs and may not achieve anticipated benefits and savings.
•Management has determined that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2023. A failure to maintain effective internal control over financial reporting or disclosure controls and procedures could impact our ability to accurately and timely report our financial results and other material disclosures or otherwise cause us to fail to meet our reporting obligations, which could have a material adverse effect on our operations, investor confidence in our business, and the trading price of our common stock.
•Pandemics, epidemics, disease outbreaks and other public health crises, such as the COVID-19 pandemic, have disrupted our business and operations, and future public health crises could materially adversely impact our business, financial condition, liquidity and results of operations.
•We may not be able to attract and retain the skilled employees that we need to support our business.
•We are subject to losses from risks for which we do not insure.
•If we cannot makeexperience changes in tax laws or adverse outcomes resulting from examination of our scheduled debt payments, we will be in default and all outstanding principal and interest ontax returns, it could adversely affect our debt may be declared due and payable, the lenders under Trans Union LLC’s senior secured credit facility could terminate their commitmentsresults 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 favorableare 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
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housing demand. In addition, a significant amount of our revenues arerevenue is concentrated among certain customers, industries, product offerings and in distinct geographic regions, particularlyprimarily in the United States. Our product offerings are also concentrated by varying degrees across different2023 revenue in our U.S. Markets Financial Services vertical and in our Consumer Interactive segment accounted for approximately 33% and 15% of consolidated gross revenues, respectively. If businesses in these industries particularly the financial services and insurance industries in the United States whereexperience 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, illiquidityliquidity 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 economymacroeconomic 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. High inflation levels has a negative impact on our business by decreasing demand for credit due to slower consumer spending on non-essential goods and services and due to the Federal Reserve raising interest rates to combat inflation. Continued inflation and additional interest rate increases could further materially impact our business. These types of disruptions could lead to a decline in the volumes of services we provide our customers and could negatively impact our revenue and results of operations.
We are subject to significant competition in the markets in which we operate and we may face significant competition in the new markets that we plan to enter.
The marketmarkets 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 fewseveral years, there has been an influx of other companies offering similar services someto 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

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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 USISU.S. Markets segment are terminable upon advance written
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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.
Data security and integrity are critically important to our business, and breaches of security, unauthorized access to or disclosure of confidential information, 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, substantial legal liability or significant harm to our reputation.
We own and host a large amount of sensitive and confidential consumer information including financial information, personally identifiable information and protected health information. This data is often accessed through secure transmissions over public and private networks, including the internet. Despite our physical security, implementation of technical controls and contractual precautions to identify, detect and prevent the unauthorized access to and alteration and disclosure of our data, we cannot assure you that systems that access our services and databases will not be compromised or disrupted, whether as a result of criminal conduct, DDoS attacks or other advanced persistent 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 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 publicized data incidents and DDoS attacks, including at Equifax, have heightened consumer awareness of this issue and may embolden individuals or groups to target our systems. 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 legal liability, result in a material loss of business and significantly harm our reputation.
As a nationwide consumer credit reporting company in the United States and a global provider 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, due to the sensitive nature of the information we collect, store and transmit, it is not unusual for efforts to occur (coordinated or otherwise) by unauthorized persons to attempt to obtain access to our systems or data, or to inhibit our ability to deliver products or services to a consumer or a business customer.
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, federal and state laws provide for over 40 disparate notification regimes, all of which we are subject to. Complying with such numerous and complex regulations in the event of unauthorized access would be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability.
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.

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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, 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.
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 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 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 personal information, information security standards, data security incident disclosure standards and requirements to provide certain of our services to consumers free of charge. This and additional legislative or regulatory efforts in the United States, or action 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.
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.
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;

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changes in 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 has supervisory and examination authority over our business and may initiate enforcement actions with regard to our compliance with federal consumer financial laws.
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, 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 we have committed resources to enhancing our compliance programs, actions by the CFPB or other regulators against us could result in reputational harm. Our compliance costs and legal and regulatory exposure could increase materially 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 that may limit our business activities.
The Goldman Sachs Group, Inc. (“Goldman”), affiliates of which own approximately 10.8% of the voting and economic interest in our business, is regulated as a bank holding company that has elected to be treated as a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The BHC Act imposes regulations and requirements on Goldman and on any company that is deemed to be “controlled” 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, 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

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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 restrict us or our activities in certain circumstances, even if these actions are unrelated to our conduct or business. The Federal Reserve 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 limitations on our business, we may be at a competitive disadvantage to those of our competitors that are not subject to such regulations. Additionally, any failure of Goldman to maintain its status as a 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.
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.” 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” for further information regarding other material pending litigation or investigations.


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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, the revenue from our International segment were negatively impacted by 6.3%, primarily as a result of the weakening Canadian dollar, South African rand, Indian rupee and Brazilian real. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Twelve Months Ended December 31, 2017, 2016 and 2015-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 and acquisitions to grow our business. If we are unable to make strategic acquisitions and develop and maintain these strategic alliances and joint ventures, our growth may be adversely affected.
An important focus of our business is to identify business partners who can enhance our services and enable us to develop solutions that differentiate us from our competitors. We have entered into several alliance agreements or license agreements with respect to certain of our datasets and services and may enter into similar agreements in the future. These arrangements may require us to restrict our use of certain of our technologies among certain customer industries, or to grant licenses on terms that ultimately may prove to be unfavorable to us, either of which could adversely affect our business, financial condition or results of operations. Relationships with our alliance agreement partners may include risks due to incomplete information regarding the marketplace and commercial strategies of our partners, and our alliance agreements or other licensing agreements may be the subject of contractual disputes. If we or our alliance agreements’ partners are not successful in maintaining or commercializing the alliance agreements’ services, such commercial failure could adversely affect our business.
In addition, a significant strategy for our international expansion is to establish operations through strategic alliances or joint ventures with local financial institutions and other partners. We cannot provide assurance that 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

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maintained, it could negatively impact our business, financial condition and results of operations. Moreover, our ownership in and control of our foreign investments may be limited by local law.
We also selectively evaluate and consider acquisitions as a means of expanding our business and entering into new markets. We may not be able to acquire businesses we target due to a variety of factors such as competition from companies that are better positioned to make the acquisition. Our inability to make such strategic acquisitions could restrict our ability to expand our business and enter into new markets which would limit our ability to generate future revenue growth. Additionally, given some of our equity interests in various companies, we may be limited in our ability to require or influence such companies to make acquisitions or take other actions that we believe to be in our or their best interests. Our inability to take such actions could have a material impact on our revenues or earnings.
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, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation.
As a global consumer credit reporting agency and provider of risk and information solutions, we collect, store and transmit a large amount of sensitive and confidential consumer information on over one billion consumers, including financial information, personally identifiable information and protected health information. We also rely heavily on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business. We face significant and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our systems and data including unintentional events and deliberate attacks by third parties or insiders, such as the
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exploitation of “bugs” or security vulnerabilities in software and hardware and sophisticated attack methods such as ransomware. These cyberattacks can take many forms, but they typically have one or more of the following objectives, among others:
•obtain unauthorized access to confidential data such as personal information;
•manipulate or destroy data;
•disrupt, sabotage or degrade service on our systems; or
•affect our operations or data through attacks on third-party business partners or service providers.
We experience numerous attempts to access our computer systems, software, networks, data and other technology assets on a daily basis. We have also experienced cyberattacks and other security incidents, and expect that such attacks and incidents will continue in varying degrees in the future. To date, none of these attacks or incidents has had a material impact on our business, operations or financial results. However, there can be no assurance that future attacks will be immaterial and even immaterial incidents may adversely impact us. For example, in March 2022, a criminal third party obtained access to a TransUnion South Africa server and certain customer personally identifiable information through misuse of an authorized client’s credentials. We promptly initiated our response processes, implemented technical containment measures, engaged cybersecurity and forensic experts and launched an investigation. As a precautionary measure, TransUnion South Africa temporarily took certain elements of our services offline, all of which have been resumed.
The security and protection of non-public consumer information is TransUnion’s top priority. However, there can be no assurance that our cybersecurity risk management program and processes, including our controls, will be fully implemented, complied with or effective. We cannot assure you that our systems, databases and services will not be compromised or disrupted in the future, whether as a result of deliberate attacks by malicious actors, breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events.
Further, it is possible that we may acquire a company that has experienced a security incident or has security vulnerabilities that the acquired company has yet to discover, investigate and remediate. While we execute security due diligence in these transactions, it is possible that neither the acquired company nor TransUnion may identify these issues in a timely manner, which could spread more broadly to other parts of TransUnion during the integration effort.
Highly publicized cybersecurity incidents, including the data incident announced by Equifax on September 7, 2017, and more recently, the December 13, 2020 announcement by SolarWinds that its software supply chain was compromised, have heightened consumer, legislative and regulatory awareness of cybersecurity risks. These events continue to embolden individuals or groups to target our systems more aggressively.
The preventive actions we take to address cybersecurity risk, including protection of our systems and networks, may be insufficient to repel or mitigate the effects of cyberattacks in the future as it may not always be possible to anticipate, detect or recognize threats to our systems, or to implement effective preventive measures against all cybersecurity risks. This is because, among other things:
•the techniques used in cyberattacks change frequently and are increasingly sophisticated (including due to attacker’s use of artificial intelligence), and may not be recognized until after the attacks have succeeded;
•cyberattacks can originate from a wide variety of sources, including sophisticated threat actors involved in organized crime, sponsored by nation-states, or linked to terrorist or hacktivist organizations; and
•third parties may seek to gain access to our systems either directly or using equipment or security passwords belonging to employees, customers, third-party service providers or other users (such as through social engineering and phishing attacks).
Unauthorized disclosure, loss or corruption of our data or inability of our customers to access our systems could disrupt our operations, subject us to substantial regulatory and legal proceedings (including class actions) and potential liability, result in a material loss of business and/or significantly harm our reputation.
We may not be able to timely address the consequences of a cybersecurity incident because a successful breach of our computer systems, software, networks or other technology assets could occur and persist for an extended period of time before being detected due to, among other things:
•the breadth and complexity of our operations and the high volume of transactions that we process;
•the large number of customers, counterparties and third-party service providers with which we do business;
•the proliferation and increasing sophistication of cyberattacks;
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•the possibility that a malicious third party compromises the software, hardware or services that we procure from a service provider unbeknownst to both the provider and to TransUnion; and
•the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.
The extent of a particular cybersecurity incident and the steps that we may need to take to investigate it may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident is known. While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a cybersecurity incident.
Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies around the world have adopted consumer notification and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible. For example, in the United States, we are subject to federal and state laws that provide for more than 50 disparate notification regimes, some of which also provide for statutory damages and private rights of action for plaintiffs who experience certain types of data breaches. In the event of unauthorized access, our failure to comply with the complexities of these various regulations could subject us to regulatory scrutiny and additional liability.
We may be unable to adequately anticipate, prevent or mitigate damage resulting from increasingly sophisticated methods of illegal or fraudulent activities committed against us, which could harm our business, financial condition and results of operations and could significantly harm our reputation.
The defensive measures that we take to manage threats, especially cyber-related threats, to our business may not adequately anticipate, prevent or mitigate harm we may suffer from such threats. Criminals use evolving and increasingly sophisticated methods of perpetrating illegal and fraudulent activities. For example, in September 2020, TransUnion experienced a series of Distributed Denial of Service (“DDoS”) attacks. While these attacks did not result in any unauthorized access to data or systems, there was disruption to TransUnion’s normal operations including degraded customer response time, intermittent timeouts and degraded internal information technology services utilized by TransUnion associates. TransUnion deploys a number of defensive measures to mitigate DDoS attacks, but persistent attackers can challenge these protections.
Also, in July 2019, TransUnion Limited, a Hong Kong entity in which the Company holds a majority interest, was a victim of a fraud incident that occurred in July 2019 in our Asia Pacific region involving employee impersonation and fraudulent requests that successfully targeted TransUnion Limited, which resulted in a series of fraudulently induced wire transfers totaling $17.8 million, a portion of which has been subsequently recovered.
Fraudulent activities committed against us could disrupt our operations, have an adverse effect on our financial results, subject us to substantial legal proceedings and potential liability, result in a material loss of business and/or significantly harm our reputation.
If we experience system failures, personnel disruptions or capacity constraints, or our customers do not modify their systems to accept new releases of our distribution programs, the delivery of our services to our customers could be delayed or interrupted, which could harm our business and reputation and result in the loss of revenues or customers.
Our ability to provide reliable service largely depends on our ability to maintain the efficient and uninterrupted operation of our computer network, systems and data centers, some of which have been outsourced to third-party providers. In addition, we generate a significant amount of our revenues through channels that are dependent on links to telecommunications providers. Our systems, personnel and operations could be exposed to damage or interruption from fire, natural disasters, pandemic illness, power loss, war, terrorist acts, civil disobedience, telecommunication failures, computer viruses, DDoS attacks or human error. We may not have sufficient redundant operations to cover a loss or failure of our systems in a timely manner. Any significant interruption could severely harm our business and reputation and result in a loss of revenue and customers. Additionally, from time to time we send our customers new releases of our distribution programs, some of which contain security updates. Any failure by our customers to install these new releases could expose our customers to computer security risks.
We could lose our access to data sources which could prevent us from providing our services.
Our services and products depend extensively upon continued access to and receipt of data from external sources, including data received from customers, strategic partners and various government and public records repositories. In some cases, we compete with our data providers. Our data providers could stop providing data, provide untimely data or increase the costs for their data for a variety of reasons, including a perception that our systems are insecure as a result of a data security incidents, budgetary constraints, a desire to generate additional revenue or for regulatory or competitive reasons. We could also become subject to increased legislative, regulatory or judicial restrictions or mandates on the collection, disclosure or use of such data,
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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.
When we engage in acquisitions, investments in new businessesRisks 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 divestituresreduce the availability or effectiveness of existing businesses, we will face risks that may adversely affect our business.
We may acquire or make investments in businesses that offer complementary servicessolutions, 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;

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acquiring unanticipated liabilities;
failing to retain key personnel;
incurring the expense of an impairment of assets due to the failure to realize expected benefits;comply with which could subject us to civil or criminal penalties or other liabilities.
damaging relationshipsOur businesses are subject to regulation under the FCRA, the GLBA, the DPPA, HIPAA, HITECH, the Dodd-Frank Act, the FTC Act and various other international, federal, state and local laws and regulations. See “Business-Legal and Regulatory Matters” for a description of select regulatory regimes to which we are subject. These laws and regulations, which generally are designed to protect the privacy of the public and to prevent the misuse of personal information available in the marketplace, are complex, change frequently and have tended to become more stringent over time. We already incur significant expenses to ensure compliance with employees, customersthese laws.
Currently, public concern is high with regard to the operation of consumer reporting agencies in the United States, as well as the collection, use, accuracy, correction and sharing of personal information, including Social Security numbers, dates of birth, financial information, medical information, department of motor vehicle data and other personal data.
In addition, many consumer advocates, privacy advocates, legislatures and government regulators believe that existing laws and regulations do not adequately protect privacy and have become increasingly concerned with the collection and use of this type of personal information. As a result, thirteen U.S. states have passed comprehensive privacy legislation intended to provide consumers with greater transparency and control over their personal information by providing consumers with certain rights, such as the right to know what personal information is being collected about them, and the right to access, delete, correct, or strategic partners;
diluting the share valueopt out 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:their personal information. The original California Consumer Privacy Act became effective in 2020, with amendments in the California Privacy Rights Act effective in 2023. Similar laws in Colorado, Connecticut, Utah and Virginia became effective over the course of 2023. Similar laws in Delaware, Indiana, Iowa, Montana, Oregon, New Jersey, Tennessee, and Texas take effect over the course of 2024 to 2026. While these laws include specific exemptions for practices and activities regulated by FCRA, GLBA, HIPAA and DPPA, including our credit reporting business, they apply to other portions of our business that are not regulated by these laws.
disrupting our ongoing businesses;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
reducing our revenues;
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losing key personnel;

distracting management focus from our existing businesses;law today, we are required to provide consumers with one credit report per year free of charge, and beginning in April 2020, we began offering consumers free weekly credit reports.
indemnification claims for breaches of representationsThe following legal and warranties in sale agreements;
damaging relationships with employees and customers asregulatory developments also could have 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 harmmaterial adverse effect on our business, financial condition or results of operations, particularly if they occuroperations:
•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 contextregulatory environment in an efficient, cost-effective manner.
Changes in applicable legislation or regulations that restrict or dictate how we collect, maintain, combine and disseminate information, or that require us to provide services to consumers or a segment of consumers without charge, could adversely affect our business, financial condition or results of operations. Evolutions in consumer finance regulatory requirements or market practices involving our customers also might negatively affect our businesses and the markets into which we sell. For instance, the Federal Housing Finance Agency and various government sponsored entities continue to evaluate permitting mortgage originators to underwrite loans using only two credit reports, rather than the current mandate to use a credit report from each of the three national consumer reporting agencies. In the future, we may be subject to significant additional expense to ensure continued compliance with applicable laws and regulations and to investigate, defend or remedy actual or alleged violations. Any failure by us to comply with applicable laws or regulations could also result in significant liability to us, including liability to private plaintiffs as a result of individual or class action litigation, or may result in the cessation of our operations or portions of our operations or impositions of fines and restrictions on our ability to carry on or expand our operations. Moreover, our compliance with privacy laws and regulations and our reputation depend in part on our customers’ adherence to privacy laws and regulations and their use of our services in ways consistent with consumer expectations and regulatory requirements. Certain of the laws and regulations governing our business are subject to interpretation by judges, juries and administrative entities, creating substantial uncertainty for our business. We cannot predict what effect the interpretation of existing or new laws or regulations may have on our business. See “Business-Legal and Regulatory Matters.”
The CFPB has supervisory and examination authority over our business and may initiate enforcement actions with regard to our compliance with federal consumer financial laws. Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil money penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition.
The CFPB has broad authority over our business. This includes authority to issue regulations under federal consumer financial protection laws, such as under FCRA and other laws applicable to us and our financial customers. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority.
The CFPB conducts examinations and investigations, and may issue subpoenas and bring civil actions in federal court for violations of the federal consumer financial laws including FCRA. In these proceedings, the CFPB can seek relief that includes: rescission or reformation of contracts, restitution, disgorgement of profits, payment of damages, limits on activities and civil money penalties of up to $1.0 million per day for knowing violations. The CFPB conducts periodic examinations of us and the consumer credit reporting industry, which could result in new regulations or enforcement actions or proceedings. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, making them less attractive and restricting our ability to offer them.
For example, in January 2017, as part of a Consent Order entered into with the CFPB, we agreed among other things, to implement certain practice changes in the way we advertise, market and sell products and services offered directly to consumers. In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleged that we failed to comply with and timely implement the January 2017 Consent Order (the “2017 Consent Order”), and further alleged additional violations related to TransUnion Interactive Inc.’s marketing practices. On April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of our Consumer Interactive business, John Danaher, seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order and engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, among other allegations. The CFPB further alleges that Mr. Danaher violated the 2017 Consent Order and that we and Trans Union LLC provided substantial
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assistance to TransUnion Interactive, Inc. in violating the 2017 Consent Order and the law. We are currently in active litigation with the CFPB on this matter. As of December 31, 2023, we have an accrued liability of $56.0 million in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies” for information regarding the CFPB matter.
Additionally, in March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The NORA letter alleged that Trans Union LLC and TURSS violated the FCRA by failing to (i) follow reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to consumers the sources of such information. On July 27, 2022, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action jointly with the FTC. On October 5, 2023, we reached a settlement in the form of a Consent Order with the CFPB and the FTC regarding this matter, pursuant to which we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties and implement certain business process changes. As of December 31, 2023, the settlement was paid in full to the CFPB.
In August 2022, the TU Entities received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us following an investigation relating to potential violations of law related to the placement and lifting of security freezes resulting from certain system issues. We have corrected associated system issues and have processes in place to monitor and address issues going forward. On April 14, 2023, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On October 10, 2023, we reached a settlement in the form of a Consent Order with the CFPB regarding this matter, pursuant to which we agreed to pay $3.0 million in redress and $5.0 million in civil penalties. As of December 31, 2023, the settlement was paid in full to the CFPB.
Recently, the consumer reporting industry has been subject to heightened scrutiny. Based in part on public comments by CFPB officials, we believe that this trend is likely to continue and could result in more regulatory and legislative scrutiny of the practices of our industry and additional regulatory enforcement actions and litigation, which could adversely affect our business and results of operations.
Our compliance costs and legal and regulatory exposure could increase materially if we are targeted by the CFPB for additional enforcement actions, or if the CFPB or other regulators enact new regulations, change regulations that were previously adopted, modify through supervision or enforcement past regulatory guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted. For example, the CFPB recently issued guidance that indicates increased focus on consumer reporting agencies’ compliance with the accuracy and dispute obligations under the FCRA with respect to rental information. Although we have committed resources to enhancing our risk and compliance programs, actions by the CFPB or other regulators against us or our current or former executives could result in increased operating costs, reputational harm, payment of damages and civil monetary penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition.
Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business.
The Office of the Comptroller of the Currency’s (the “OCC”) guidance to national banks and federal savings associations on assessing and managing risks associated with third-party relationships, which include all business arrangements between a bank and another entity, by contract or otherwise, requires banks to exercise comprehensive oversight throughout each phase of a bank’s business arrangement with third-party service providers, and instructs banks to adopt risk management processes commensurate with the level of risk and complexity of its third-party relationships. The OCC expects especially rigorous oversight of third-party relationships that involve certain “critical activities,” which include significant acquisitionbank functions or divestiture. Acquisitionssignificant shared services or other activities that could have a major impact on a bank’s operations. In light of businesses havingthis guidance, our existing or potential financial services customers subject to OCC regulation may continue to revise their third-party risk management policies and processes and the terms on which they do business with us, which may adversely affect our relationship with such customers.
The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved could subject us to significant monetary damages or restrictions on our ability to do business.
Legal proceedings arise frequently as part of the normal course of our business. These may include individual consumer cases, class action lawsuits and inquiries, investigations, examinations, regulatory proceedings or other actions brought by federal or state authorities or by consumers. The scope and outcome of these proceedings is often difficult to assess or quantify. Plaintiffs in lawsuits may seek recovery of large amounts and the cost to defend such litigation may be significant. There may also be
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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 presencemonetary damages, penalties or injunctive relief against us.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies” for information regarding our legal proceedings.
Risks Related to Global Operations
Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the United States is subject to economic, political and other inherent risks, which could adversely impact our growth rate and financial performance.
Over the last several years, we have derived a growing portion of our revenues from customers outside the United States, and it is our intent to continue to expand our international operations. We have sales and technical support personnel in numerous countries worldwide. We expect to continue to add personnel internationally to expand our abilities to deliver differentiated services to our international customers. Expansion into international markets will increaserequire 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 exposurecustomers’ 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 2023, reported revenue from our International segment increased 9.2% including the impact of foreign currencies, or 12.2% on a constant currency basis which excludes the impact of foreign currencies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Twelve Months Ended December 31, 2023, 2022 and 2021-Revenue-International Segment.” As we continue to expand our business, our success will partially depend on our ability to anticipate and effectively manage these and other risks. Our failure to manage these risks could adversely affect our business, financial condition and results of conductingoperations.
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We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition.
We conduct operations in over 30 countries and, in the fiscal year ended December 31, 2023, approximately 21.1% of our revenue was derived from our international markets.operations, which subjects us to various risks inherent in global operations. We may conduct business in additional foreign jurisdictions in the future, which may carry operational risks. At any particular time, our global operations may be affected by local changes in laws, regulations, and political and economic environments, including inflation, recession, currency volatility, and competition, as well as business and operational decisions made by joint venture partners.
Furthermore, geopolitical dynamics caused by political, economic, social or other conditions in foreign countries and regions may impact our business and results of operations. Significantly higher and sustained rates of inflation, with subsequent increases in operational costs, could have a material adverse effect on our business, financial position and results of operations. The continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing conflicts in Ukraine and between Israel and Hamas), and other events (such as economic sanctions and trade restrictions, including those related to the ongoing Russia and Ukraine conflict and in the Middle East) may cause further disruptions to the economies of the United States and other countries and create further uncertainties or could otherwise negatively impact our business, operating results, and financial condition.
Changes or uncertainty in U.S. policies or policies in other countries and regions in which we do business, including any changes or uncertainty with respect to U.S. or international trade policies or tariffs, also can disrupt our global operations, as well as our customers and suppliers, in a particular location and may require us to spend more money to source certain products or materials that we purchase. Any of these factors could adversely affect our business, financial position, and results of operations.
Risks Related to Intellectual Property
We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices. We also rely on trade secrets and other forms of unpatented intellectual property that may be difficult to protect.
Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology and services. If we are unable to protect our intellectual property, including trade secrets and other unpatented intellectual property, our competitors could use our intellectual property to market and deliver similar services, decreasing the demand for our services. We rely on the patent, copyright, trademark, trade secret and other intellectual property laws of the United States and other countries, as well as contractual restrictions, such as nondisclosure agreements, to protect and control access to our proprietary intellectual property. These measures afford limited protection, however, and may be inadequate. We may be unable to prevent third parties from using our proprietary assets without our authorization or from breaching any contractual restrictions with us. Enforcing our rights could be costly, time-consuming, distracting and harmful to significant business relationships. Claims that a third party illegally obtained and is using trade secrets can be difficult to prove, and courts outside the United States may be less willing to protect trade secrets. Additionally, others may independently develop non-infringing technologies that are similar or superior to ours. Any significant failure or inability to adequately protect and control our proprietary assets may harm our business and reduce our ability to compete.
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.

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IfRisks Related to Our Growth Strategy
When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we face risks that may adversely affect our business.
We have acquired and may continue to acquire or make investments in businesses that offer complementary services and technologies. Acquisitions may not be completed on favorable terms and acquired assets, data or businesses may not be successfully integrated into our operations. Even if we devote substantial management attention and resources to integrating acquired businesses in order to fully realize the anticipated benefits of such acquisitions, the businesses and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than we originally anticipated. Acquisitions involve significant risks and uncertainties, including:
•failing to achieve the financial and strategic goals for the acquired business;
•paying more than fair market value for an acquired company or assets;
•failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner;
•disrupting our ongoing businesses, including loss of sales;
•distracting management focus from our existing businesses;
•assumption of unanticipated or contingent liabilities;
•failing to retain key personnel;
•incurring the expense of an impairment of assets due to the failure to realize expected benefits;
•damaging relationships with employees, customers or strategic partners;
•diluting the share value of existing stockholders; and
•incurring additional debt or reducing available cash to service our existing debt.
We have divested our Healthcare business and may in the future divest certain assets or businesses that no longer fit with our growth strategy. Divestitures involve significant risks and uncertainties, including:
•disrupting our ongoing businesses;
•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 providersthe United States will increase our exposure to the risks of conducting operations in international markets.
Further, we are required to assess the effectiveness of the internal control over financial reporting for companies we acquire pursuant to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). In order to comply with the Sarbanes-Oxley Act, we will need to implement or enhance internal control over financial reporting at any company we acquire, and key vendors arewe may identify control deficiencies that require remediation as part of our evaluation and testing of internal controls. Companies we acquire may not ablehave had previous public reporting obligations and therefore may not have instituted or evaluated internal controls in the context of the Sarbanes-Oxley Act. Implementing, enhancing, or remediating effective internal controls as part of our integration of acquired companies may be time-consuming and we may encounter difficulties assimilating or integrating internal controls. We may be required to hire or do not fulfill their serviceengage additional resources and incur substantial costs to implement the necessary new internal controls as part of our acquisition activities. Any failure to implement and maintain effective internal control over financial reporting could result in material weaknesses or significant deficiencies in our internal controls, and could result in a material misstatement of our financial statements or otherwise cause us to fail to meet our financial reporting obligations, which could have an adverse effect on our business, financial condition, results of operations, could be disrupted and our operating results could be harmed.or stock price.
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We depend, in part, on a number of service providersstrategic 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 criticalacquisitions 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 unwillinglicense agreements with respect to make theircertain of our datasets and services availableand 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, iteither of which could adversely affect our reputation, business, financial condition andor 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 consolidationthe subject of contractual disputes. If we or our alliance agreements’ partners are not successful in our end-customer markets, which maymaintaining 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 thereother 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, 2023, the book value of our debt was approximately $5,340.4 million consisting of outstanding borrowings under Trans Union LLC’s senior secured credit facility. We may also incur significant additional indebtedness in the future. Our substantial indebtedness may:
•make it difficult for us to satisfy our financial obligations, including with respect to our indebtedness;
•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
•limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
•require us to use a law commonly knownsubstantial 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 Tax Cutsimpact of adverse economic and Jobs Act (the “Act”) was enactedindustry conditions.
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In addition, the credit agreement governing Trans Union LLC’s senior secured credit facility contains restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt.
Lastly, in the United States. AmongStates, the Secured Overnight Financing Rate (“SOFR”) has replaced the London Inter-Bank Offered Rate (“LIBOR”), as of June 2023 for U.S. dollar-denominated LIBOR-benchmarked obligations. Because SOFR is a backward-looking, fully secured overnight rate and LIBOR is a forward-looking, unsecured rate, SOFR is likely to be lower than LIBOR on most dates, and any spread adjustment applied by market participants to alleviate any mismatch during a transition period will be subject to methodology that remains undefined. The discontinuation of LIBOR and the transition to SOFR or other benchmark rates could have an unpredictable impact on contractual mechanics in the credit markets or result in disruption to the broader financial markets, including causing interest rates under our current or future agreements to perform differently than in the past, which could have an adverse effect on our results of operations.
Despite our current level of indebtedness, we may still be able to incur additional indebtedness. This could further the risks associated with our substantial indebtedness.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the credit agreement govern our debt limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness, and any additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional debt, the priority of that debt may impact the ability of existing debt holders to share ratably in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us, subject to collateral arrangements. These restrictions will also not prevent us from incurring obligations that do not constitute indebtedness. We also have the ability to request incremental loans on the same terms under the existing senior secured credit facility up to the greater of $1.0 billion and 100% of consolidated EBITDA and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25 to 1.0, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.
We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments due on our debt obligations or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control as discussed above. Our total scheduled principal repayments of debt made in 2023 and 2022 were $100.0 million and $114.5 million, respectively. Our total interest expense for 2023 and 2022 was $288.2 million and $230.9 million, respectively. We may be unable to maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The credit agreement governing Trans Union LLC’s senior secured credit facility restricts our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. In addition, under the covenants of the credit agreement governing our senior secured credit facility, TransUnion Intermediate Holdings, Inc. is restricted from making certain payments, including dividend payments to TransUnion, subject to certain exceptions.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations.
If we cannot make our scheduled debt payments, we will be in default and all outstanding principal and interest on our debt may be declared due and payable, the lenders under Trans Union LLC’s senior secured credit facility could terminate their commitments to loan money, Trans Union LLC’s secured lenders (including the lenders under Trans Union LLC’s senior secured credit facility) could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.
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Risks Related to Ownership of Our Common Stock
Our stock price has recently been volatile and has declined, and may continue to be volatile and/or decline, regardless of our operating performance, and you may not be able to resell shares of our common stock at or above the price you paid or at all.
Our stock price has recently been volatile and has declined due to a number of factors, including the deteriorating macroeconomic environment, changing expectations about our future revenue and operating results, and softening of the forward-looking guidance we have provided. The financial markets have at various times experienced significant price and volume fluctuations that have impacted the stock prices of many companies in the broader markets and in our industry in particular. These broad market and industry-specific fluctuations, as well as deteriorating macroeconomic conditions, could have a material adverse effect on our results of operations, financial condition and stock price. We reconcile the fair value of our reporting units to our market capitalization during our annual goodwill impairment test, which we conduct more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. A further decrease in our market capitalization could be an indicator that one or more of our reporting units has a goodwill impairment. During the three months ended September 30, 2023, we identified a triggering event requiring an interim impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $414 million.
This market volatility, as well as general economic, market or political conditions, could adversely affect the market price of our common stock, regardless of our actual operating performance, and you may not be able to resell your shares at or above the price you paid. In addition to the risks described in this section, several factors that could cause the price of our common stock to fluctuate significantly include, among others, the following, most of which we cannot control:
•quarterly variations in our operating results compared to market expectations;
•guidance that we provide to the public, any changes in this guidance or our failure to meet this guidance;
•changes in preferences of our customers;
•announcements of new products or significant price reductions by us or our competitors;
•size of our public float;
•stock price performance of our competitors;
•publication of research reports about our industry;
•changes in market valuations of our competitors;
•fluctuations in stock market prices and volumes;
•default on our indebtedness;
•actions by our competitors;
•changes in senior management or key personnel;
•changes in financial estimates by securities analysts;
•negative earnings or other announcements by us or other credit reporting agencies;
•downgrades in our credit ratings or the credit ratings of our competitors;
•issuances of capital stock or future sales of our common stock or other securities;
•investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives;
•the public response to press releases or other public announcements by us or third parties, including our filings with the SEC;
•announcements relating to litigation;
•the sustainability of an active trading market for our stock;
•changes in accounting principles;
•global economic, legal and regulatory factors unrelated to our performance; and
•other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
In addition, price volatility may be greater if the public float and trading volume of our common stock is low, and the amount of public float on any given day can vary depending on whether our stockholders choose to hold their shares for the long term.
In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
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Our business and operations are exposed to risks arising from developments and trends associated with climate change and ESG, including risks associated with our own reporting.
There are inherent climate-related risks wherever business is conducted. Various meteorological phenomena and extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) may directly or indirectly disrupt our operations (including the productivity of our employees) or those of our suppliers or infrastructure on which we rely, require us to incur additional operating or capital expenditures or otherwise adversely impact our business, financial condition, or results of operations. Climate change may impact the frequency and/or intensity of such events, as well as contribute to chronic physical changes, such as shifting precipitation or temperature patterns or rising sea-levels, which may also impact our operations or infrastructure on which we rely. While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the Act reducesuncertainty associated with the U.S. corporate income tax ratelonger-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 21 percentdeliver its products and implementsservices.Additionally, we expect to be subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business. Changing market dynamics and other global and domestic policy developments also have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.
Finally, increased scrutiny regarding ESG practices and disclosures are likely to continue.With this increased focus, public reporting regarding ESG practices is becoming more broadly expected. Such increased scrutiny may result in increased costs, changes in demand, enhanced compliance or disclosure obligations, increased legal exposure or other adverse impacts on our business, financial condition or results of operations.While we have engaged and may engaged in the future in voluntary initiatives and reporting on ESG matters, such initiatives and reporting may be costly and may not have the desired effect.While we have established ESG practices, including climate-related targets and goals, these targets and goals, including our GHG emission reduction goals, are based on certain assumptions, estimates, calculation methodologies and third-party data, and we may not meet such targets or goals on our established timeline or at all, including due to a new systemvariety of taxationfactors that may be in or out of our control. In addition, we may decide in the future not to pursue certain targets or goals further if our Board or management determines that further pursuit of any such target or goal is no longer in the long-term best interests of our business or our stockholders and any such decision could have an adverse impact on our reputation or stock price. Expectations regarding our ESG initiatives and reporting are evolving quickly and are often subject to factors outside of our control. For example, there have also been targeted efforts by certain parties to reduce companies’ attention to EGS matters which may result in additional costs or complexities in navigating stakeholder expectations. Moreover, actions or statements that we may make based on expectations, assumptions, calculation methodologies or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. For example, there have been increasing allegations of greenwashing against companies making significant ESG claims due to a variety of perceived deficiencies in performance, including as stakeholder perceptions of sustainability continue to evolve. Our approach to measuring and assessing our GHG emissions and establishing targets for non-U.S. earnings,the reduction of our emissions may ultimately be deemed to be inconsistent with future regulatory requirements or best practices.Even if this is not the case, our current actions may subsequently be determined to be insufficient or not aligned to best practices by various stakeholders. Our disclosures on these matters, a failure to satisfy evolving stakeholder expectations for ESG practices and reporting, or a failure or perceived failure to meet our commitments or targets (including the manner in which we complete such initiatives) on our established timeline may potentially harm our reputation and impact relationships with investors. If our ESG practices, reporting and performance do not meet investor, consumer, or employee, or other stakeholder expectations, or are perceived as not meeting those expectations, our brand, reputation and customer retention may be negatively impacted, and we may be subject to investor or regulator engagement regarding such matters, which could adversely impact our business, financial condition or results of operations.
Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts for us that you might consider favorable.
Certain provisions of our third amended and restated certificate of incorporation (“Charter”) and fourth amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by imposingour stockholders.
These provisions provide for, among other things:
•the ability of our Board to issue one or more series of preferred stock;
•advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; and
•certain limitations on convening special stockholder meetings.
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The anti-takeover provisions discussed above could make it more difficult for a one-time taxthird party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
Our ability to pay cash dividends may be limited by the terms of our secured credit facility.
In February 2018, our Board approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. The terms of our senior secured credit facility impose certain limitations on our ability to pay dividends. We may, however, declare and pay cash dividends up to an unlimited amount unless a default or event of default exists under the deemed repatriationsenior secured credit facility. Any determination to pay dividends in the future will be at the discretion of undistributed earningsour Board and will depend upon results of non-U.S. subsidiaries. Foroperations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
General Risks
Economic and other conditions may adversely impact the year endedvaluation 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, 2017,2023, our tax provisionConsolidated Balance Sheet included adjustmentsgoodwill of $5,176.0 million and other net intangibles of $3,515.3 million. We conduct a goodwill impairment test in the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is more likely than not for certain itemsany reporting unit, we perform a quantitative impairment test for whichthat reporting unit. Our quantitative impairment test consists of a fair value calculation for each reporting unit that combines an income approach, using the accounting is incomplete but for which we have madediscounted cash flow method, and a reasonable estimate. Our 2017 tax provision did not include adjustments for certain items for whichmarket approach, using the accounting is incomplete and for which we were unable 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 guidance on various uncertainties and ambiguities inguideline public company method. The quantitative impairment test requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit.
We believe the assumptions that we use in our qualitative and quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such assumptions are inherently uncertain. During times of economic distress, declining demand and declining earnings could lead to us to have less favorable estimates of our future cash flows, discount rates or market multiples. Such changes could lead to lower estimated fair values of our reporting units, which could lead to a material impairment charge. In certain provisionsmarkets where we operate, macroeconomic conditions are unfavorable. If these unfavorable macroeconomic conditions persist longer than we currently expect, or are worse than we currently expect, our estimates of revenue growth rates and EBITDA margins would decline, which could lead to an impairment of goodwill.
During the three months ended September 30, 2023, we identified a triggering event requiring an interim impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $414 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures and rising interest rates increasingly impacted our business for the third quarter and the near-term outlook. Due to these factors, management now believes the U.K. recovery will take longer, and will be at a slower pace, than previously expected. As a result, we revised our short-term and mid-term forecasts for revenue and EBITDA expectations for our United Kingdom. reporting unit. These factors have particularly impacted the online-only FinTech lenders that represent the largest vertical within our United Kingdom reporting unit. These lenders have seen significant declines in their access to capital impacting their ability to lend and in some cases leading to bankruptcies. Any future reduction to our forecasts of our United Kingdom reporting unit may result in a further impairment that could have a material adverse effect on our business and financial results.
Any change to the conclusion of our reporting units or the aggregation of components within our reporting units could result in a different outcome to our annual impairment test.See Part II, Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Goodwill” for further information.
Our efforts to execute any element of our business strategy, including our transformation plan to optimize our operating model and invest in our technology, could experience difficulties, delays, or unexpected costs and may not achieve anticipated benefits and savings.
In November 2023, our Board approved a transformation plan to optimize our operating model and continue to advance our technology. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting Our Results of Operations” for additional information. We may not realize, in full or in part, the anticipated
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benefits and savings from this plan due to unforeseen difficulties, delays, or unexpected costs, which may adversely affect our business and results of operations. Even if the anticipated benefits and savings of the Act, we will use what we believeplan are reasonable interpretationssubstantially realized, there may be consequences or business impacts that were not expected.
Management has determined that our internal control over financial reporting and assumptions in applying the Act, but it is possible that the IRSdisclosure controls and procedures were not effective as of December 31, 2023. A failure to maintain effective internal control over financial reporting or the FASBdisclosure controls and procedures could issue subsequent guidanceimpact our ability to accurately and timely report our financial results and other material disclosures or take positions that differ fromotherwise cause us to fail to meet our prior interpretations and assumptions,reporting obligations, which could have a material adverse effect on our cash tax liabilities,operations, investor confidence in our business, and the trading price of our common stock.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. We determined that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2023 as a result of the material weaknesses related to the interim goodwill impairment test and an error in the classification of certain expenses between cost of services and selling, general and administrative, as discussed in Part II, Item 9A of this Form 10-K. These material weaknesses have not been remediated and accordingly our internal control over financial reporting and disclosure controls and procedures remain ineffective. Management is actively engaged in the planning for, and implementation of, remediation efforts to address our material weaknesses but there can be no assurance that those efforts will be successful. Refer to Part II, Item 9A for further details of the material weaknesses and remediation efforts.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As such, if we do not remediate these material weaknesses in a timely manner, or if additional material weaknesses in our internal control over financial reporting are discovered, they may adversely affect our ability to record, process, summarize and report financial information timely and accurately and our financial statements may contain material misstatements or omissions. Additionally, our internal control environment and remediation efforts do not provide absolute assurance with regard to timely detecting or preventing control deficiencies and thus do not insulate us from any failure to meet our financial reporting obligations.
It is possible that additional control deficiencies could be identified by our management or by our independent registered public accounting firm in the future or may occur without being identified. Such a failure could require us to incur the expense of remediation, result in regulatory scrutiny, investigations or enforcement actions, cause investors to lose confidence in our reported financial condition and have a negative effect on the trading price of our common stock, lead to a default under our indebtedness, and otherwise have a material adverse effect on our business, financial condition, results of operations, and financial condition.cash flows.




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We are subject to losses from risks for which we do not insure.
For certain risks, we do not maintain insurance coverage because of cost and/or availability. Because we retain some portion of insurable risks,Pandemics, epidemics, disease outbreaks and in some cases retainother public health crises, such as the COVID-19 pandemic, have disrupted our risk of loss completely, unforeseen or catastrophic losses in excess of insured limitsbusiness and operations, and future public health crises could materially adversely affectimpact our business, financial condition, liquidity and results of operations.
We face various risks related to health epidemics, pandemics and similar outbreaks. For example, the COVID-19 pandemic and the mitigation efforts by governments to attempt to control its spread adversely impacted the global economy, leading to reduced consumer spending and lending activities. Our customers, and therefore our business and revenues, are sensitive to negative changes in general economic conditions. Any new pandemic or other public health crises, or future public health crises, could have a material impact on our business, financial condition and results of operations.operations going forward.
We may not be able to attract and retain the skilled employees that we need to support our business.
Our success depends on our ability to attract and retain experienced management, sales, research and development, analytics, marketing and technical support personnel. If any of our key personnel were unable or unwilling to continue in their present positions, it may be difficult to replace them and our business could be seriously harmed. If we are unable to find qualified successors to fill key positions as needed, our business could be seriously harmed. The complexity of our services requires trained customer service and technical support personnel. We may not be able to hire and retain such qualified personnel at compensation levels consistent with our compensation structure. Some of our competitors may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expense replacing employees and our ability to provide quality services could diminish, resulting in a material adverse effect on our business.
Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts
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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 ondo 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 policyrisk of loss completely, unforeseen or catastrophic losses in the second quarterexcess 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.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basisinsured limits could be impaired, which wouldmaterially adversely affect our business, financial condition and our stock price.results of operations.
Ensuring thatIf we have adequate internal financial and accounting controls and proceduresexperience changes 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 reliabilitytax laws or adverse outcomes resulting from examination of our financial reportingtax 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 preparationapplication 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 financial statements for external purposesour deferred tax assets could be adversely affected by changes in accordance with U.S. general accepted accounting principles. A control system, no matter how well designedtax laws. In addition, we are subject to the examination of our income tax returns and operated, can provide only reasonable, not absolute, assurance thatother tax returns by the control system’s objectives will be met. BecauseInternal Revenue Service and other tax authorities. We regularly assess the likelihood of the inherent limitations in all

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control systems, no evaluation of controls can provide absolute assurance that misstatements dueadverse outcomes resulting from such examinations 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 failure to maintaindetermine 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 operateadversely affect our business, which in turn, could cause the market valuefinancial condition and results of our stock to decline.operations.



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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
Our Information Security program is guided by the ISO/IEC 27001:2022 principles and led by a global-level Information Security Department that develops our security policies, standards and procedures. We seek to evolve our approach to protect against increasing and changing security threats around the world.
Our cybersecurity risk management program is integrated with our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program includes the following key elements:
•risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology environment;
•monitoring and reporting of those risks to appropriate levels of management;
•a team comprised of information technology security, infrastructure, and compliance personnel principally responsible for directing our (1) cybersecurity risk assessment processes, (2) security operations processes, and (3) response to cybersecurity incidents;
•the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;
•global associates with access to information technology systems in more than 30 countries and territories across North America, Latin America, Europe, Africa, India, and Asia Pacific receive a combination of general and targeted training to help keep Information Security top of mind;
•a cybersecurity incident response plan and Security Operations Center to respond to cybersecurity incidents; and
•a third-party security risk management process for key service providers based on their respective roles and risk profiles.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, could be reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. Refer to Part I, Item 1A “Risk Factors” for risks related to cybersecurity.

Cybersecurity Governance

Key Information Security risks are overseen by our Security and Technology Risk Committee (the “STRC”), which reports to our Enterprise Risk Management Committee (“ERMC”). The STRC, which is co-chaired by the Chief Technology, Data & Analytics Officer and the Chief Information Security Officer (“CISO”), provides oversight of mitigation of key risks related to technology and information security. This oversight includes monitoring and approving relevant policies, projects, and programs for the enterprise risk assessments related to technology and information security. The STRC also serves as an escalation point to the ERMC with respect to technology and information security risks. The ERMC is chaired by the Chief Risk & Compliance Officer, and includes the Chief Executive Officer, his direct reports and other key function heads or senior subject matter experts, including the CISO.
The ERMC, which meets monthly, also monitors TransUnion’s risk and governance policies and procedures to ensure that TransUnion risks are within the Board-approved Global Risk Taxonomy, which is described below. The ERMC reviews the broader risk environment and provides direction to mitigate (to an acceptable level) identified risks that may adversely affect our ability to achieve strategic objectives. The ERMC stewards our Enterprise Risk Management Policy and additional enterprise policies in risk-related areas, such as privacy and information security and key issues are reported to the appropriate committee of the Board.
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Our Board considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Risk and Compliance Committee of the Board. The Risk and Compliance Committee oversees the quality and effectiveness of our information security framework, including capabilities, policies and controls, and methods for identifying, assessing and mitigating information and cybersecurity risks. The Risk and Compliance Committee also assesses the effectiveness of the Company’s management of information security-related risks, including consulting with internal and external advisors as appropriate.
Our CISO reports quarterly to the Risk and Compliance Committee and leads the Company’s overall cybersecurity function. The Risk and Compliance Committee receives reports from our CISO on key security topics, which may include, among other things, the cybersecurity risk landscape, and briefings on our cyber risk management program and significant cybersecurity incidents. The Board receives quarterly reports from the Chair of the Risk and Compliance Committee with applicable updates on the Company’s cybersecurity risk landscape, and briefings on our cyber risk management program and significant cybersecurity incidents. The CISO and/or the Chief Legal Officer also periodically present to the Board on cybersecurity topics that impact public companies.
Our CISO supervises and assists the ERMC in staying informed about and monitoring efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the information technology environment.
Our CISO, along with the STRC, are responsible for assessing and managing our material risks from cybersecurity threats. Our CISO has primary responsibility for leading our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity service providers. Our CISO has significant global experience in managing and leading information technology and cybersecurity teams. Our CISO has over 20 years’ experience in the technology and security fields, including over 10 years in executive security leadership roles. Our CISO and senior members of the cybersecurity team also participate in both private and public knowledge shares, including maintaining ongoing relationships with government and non-public entities.
ITEM 2. PROPERTIES
Properties
Our corporate headquarters and main data center are located in Chicago, Illinois in an office building that we own. We also own a data center building in Hamilton, Ontario, Canada. As of December 31, 2017,2023, 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, ItemITEM 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 18, “Contingencies,”23, “Contingencies” for additional information about these reserves. However, for certain of the matters described below, we are not able to reasonably estimateregarding 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.

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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.

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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.

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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.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our executive officers, and their positions and ages as of February 12, 2018,28, 2024, are set forth below:
NameAgePosition
Christopher A. Cartwright58
NameAgePosition
James M. Peck54Director, President & Chief Executive Officer and Director
Todd M. CelloVenkat Achanta4251Executive Vice President, Chief Technology, Data & Analytics Officer
Todd M. Cello48Executive Vice President, Chief Financial Officer
John W. BlenkeSteven M. Chaouki6251President, U.S. Markets and Consumer Interactive
Timothy J. Martin53Executive Vice President, & Corporate General CounselChief Global Solutions Officer
Christopher A. CartwrightR. Dane Mauldin53Executive Vice President, Chief Operations Officer
Susan W. Muigai54Executive Vice President, Chief Human Resources Officer
Heather J. Russell52Executive Vice President-U.S. Information ServicesPresident, Chief Legal Officer
John T. DanaherTodd C. Skinner5354Executive Vice President-Consumer Interactive
Gerald M. McCarthy, Jr.48Executive Vice President-Healthcare
David M. Neenan52Executive Vice President-InternationalPresident, International
James M. PeckChristopher 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 2012August 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 aU.S. Information Services, where he helped drive TransUnion’s transformation into a higher-growth, higher-marginglobal information and insights company as the head of the largest business by settingunit, including providing consumer reports, risk scores, analytical services and executing a strong strategy focused on enhancingdecision technology to customers in the Company’s data, technologyU.S. across the financial services, insurance, tenant and analytics capabilitiesemployment screening and achieving growth in key industry verticals and international markets. public sector industries.
Prior to joining TransUnion, Mr. PeckCartwright was with Reed Elsevier,the Chief Executive Officer of Decision Insight Information Group, a FTSE 100portfolio 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 asheld 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. PeckWolters Kluwer, he was the Senior Vice President, Strategic Planning & Operations for Christie’s Inc. and Chief Product OfficerStrategy Consultant for the LexisNexis group. Previously, Coopers and Lybrand.
Mr. Peck was the Senior Vice PresidentCartwright 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 decadeTexas at LexisNexis in engineering and executive roles to manage and build information solutions.Austin. He also serves on the boardsBoard 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 Technology, Data & Analytics Officer for TransUnion since July 2023. Along with leading a unified data strategy and data science across the organization, in this role, Mr. Achanta is responsible for all aspects of the company’s technology, including strategy, security, product engineering, operations, infrastructure and delivery of solutions that support TransUnion’s global information systems. He previously held the role of Executive Vice President, Chief Data & Analytics Officer from February 2022 to July 2023. Mr. Achanta previously served as Executive Vice President and Chief Data & Technology Officer of Neustar, Inc., where he led data science, data strategy and technology teams across the company. While at Neustar, he helped lead the creation of the OneID platform and technology transformation across all products.
Prior to joining Neustar in 2016, Mr. Achanta was Chief Data Officer and Head of Data and Analytics at Walmart, beginning in 2014, leading all data and analytics delivery platforms across the company globally. While at Walmart, he spearheaded the data fabric, advanced analytics platforms and decision services groups. Prior to Walmart, Mr. Achanta was Global Head of Analytics and Big Data at AIG. Mr. Achanta also has held senior leadership positions in technology and data & analytics at Capital One and Experian.
Mr. Achanta earned his Bachelor of Science degree in Computer Science and Engineering from Andhra University in India and his M.B.A. from UCLA’s Anderson School of Management.
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
41


December 2008, overseeing financial operations of our USISthe U.S. Information Services segment. Mr. Cello also serves on the University of Illinois at Chicago’s College of Business Advisory Council.
Mr. Cello earned his bachelor’s degree in Accounting from University of Illinois at Chicago and is a certified public accountant.
Steven M. Chaouki is President, U.S. Markets and Consumer Interactive, overseeing two TransUnion business lines. U.S. Markets provides information and insights to business customers across financial services, insurance, public sector, media and diversified markets. Consumer Interactive provides credit, financial and identity protection services to consumers.
He previously held the role of Executive Vice President, Financial Services from 2013 until May 2019, responsible for the company’s financial services business, which provides solutions to banks, credit unions, capital markets, financial services resellers, auto lenders and other customers. Before joining TransUnion, Mr. Chaouki held roles at HSBC in card/retail services and auto finance. Mr. Chaouki serves on the board of Kaleidoscope, a Chicago-based non-profit child welfare agency.MAIA Biotechnology, Inc. (NYSE American: MAIA).
John W. Blenke joinedMr. Chaouki earned his bachelor’s degree from Boston University and his M.B.A. from the Company in May 2003. Since Mr. Blenke joined, heUniversity of Chicago Booth School of Business.
Timothy J. Martin has served as the Executive Vice President, Chief Global Solutions Officer since May 2019. In this role, Mr. Martin is responsible for managing revenue growth and Corporate General Counsel. From 1989profitability through April 2003, hethe 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 varietynumber of positions with Household International, Inc. (predecessorindustry 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 North America), including most recently the Vice President of Corporate Law,Auto Finance where he managed the corporate legal functions responsiblehad direct profit and loss responsibility for mergersall strategy, business development, sales, marketing, pricing, risk management, underwriting operations, customer service and acquisitions, corporate financecollections. Prior to joining HSBC, he was a consultant with Booz Allen Hamilton (now PWC Strategy&) from 1998 to 2003, and consumer finance branch-based and wholesale lending.From December 2013 through December 2016,senior marketing analyst with American Airlines from 1992 to 1996. Mr. Blenke served as a TransUnion representativeMartin serves on the boardsboard of various industry-created associationsJuvenile Diabetes Research Foundation of South Florida and joint ventures, including the Consumer Data Industry AssociationChild Rescue Coalition.
Mr. Martin earned his B.S. in Management from Purdue University and Central Source, LLC.his M.B.A. from the University of Michigan Business School.
Christopher A. Cartwright joined the Company in August 2013R. Dane Mauldin has served as Executive Vice President-U.S. Information Services. From December 2010 through March 2013,President, Chief Operations Officer for TransUnion since May 2019. Mr. Mauldin leads the organization’s focus on operations across the enterprise, including the vision, planning and execution required throughout the customer journey. Previously, he was Chief Product Officer from February 2013 until May 2019, where he was responsible for content acquisition, analytic discovery, product development and product delivery across the company’s global footprint.
Mr. Mauldin has an extensive background in the information solutions industry. Prior to joining TransUnion, he served as Chief Executive Officer of Decision InsightInformation Group,Screening Solutions and Customer Operations for LexisNexis Risk Solutions, a portfoliodivision of independent businesses providing real property information, softwareReed Elsevier. Other roles at LexisNexis were Vice President of Total Customer Experience and servicesVice President of Collections Market Planning. He also held management positions at Commercial Financial Services and Experian.
Mr. Mauldin earned his bachelor’s degree in Journalism from the University of Oklahoma.
Susan W. Muigai has served as Executive Vice President, Chief Human Resources Officer since 2021. She is responsible for leading TransUnion’s human resource strategy and function, and nurturing an inclusive, high-performance culture to insurance, finance,help TransUnion achieve its vision and strategy.
Ms. Muigai brings deep expertise in talent strategy with an extensive background in global HR, human capital management, organizational leadership, diversity and inclusion, legal and real estate professionalscompliance, business transformation and more. She previously spent 16 years at Walmart, based in the United States,U.S., Canada and Europe. From June 1997 through October 2010, he held a variety of positions at Wolters Kluwer, a global information servicesand 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 wasIndia, serving as 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 currentlyPeople from March 2020 to September 2021, Executive Vice President-Consumer Interactive. Mr. Danaher hasPresident People/Corporate Affairs, Walmart Canada from August 2016 to August 2020, Senior Vice President People, Walmart Canada from January 2016 to July 2016, Vice President People, Walmart Canada from February 2015 to December 2015, Vice President, International Real Estate and Vice President International Real Estate, Walmart International Real Estate from March 2014 to February 2015, Senior Vice President Legal, General Counsel & Chief Ethics Officer, Walmart India from November 2012 to March 2014, Vice President Audit, Walmart Canada from September 2009 to October 2012, and Senior Director, Risk Management, Walmart Canada from June 2005 to September 2009.
Ms. Muigai earned her Bachelor of Law from the University of Windsor in Canada, and her Master of Law in International Business from the University of London. She serves on the board of directors of Coursera, Inc. (NYSE: COUR) and Breakfast Club of Canada.
Heather J. Russell is Executive Vice President, Chief Legal Officer of TransUnion. Ms. Russell is an accomplished legal executive with more than 25 years of diverse experience across the global financial services industry expertise and direct marketing experiencetechnology sectors. She is
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responsible for legal, risk, compliance, government and regulatory relations, corporate governance, consumer privacy and ESG functions for TransUnion and its subsidiaries around the world. Prior to joining the Company in 2018, Ms. Russell was a partner at the law firm of Buckley, LLP, where she led the firm’s Financial Institutions Regulation, Supervision and FinTech practices. Previously, she served as Executive Vice President, Chief Legal Officer and Corporate Secretary at Fifth Third Bank. Prior to that, she served as Managing Director and Global Head of Public Policy and Regulatory Affairs at Bank of New York Mellon, and as Senior Vice President and Associate General Counsel at Bank of America. She also spent eight years at Skadden in Washington, D.C. and London focused on financial services, corporate finance, and mergers and acquisitions.
Ms. Russell earned her B.A. from the College of William & Mary and her J.D. with honors from American University’s Washington College of Law, where she received the Outstanding Graduate Award. Ms. Russell serves on the board of directors of the U.S. Chamber of Commerce, the world’s largest business organization, representing the interests of over three million businesses and organizations. She is also on the boards of Illinois Legal Aid Online and the Chicago Council on Global Affairs where she chairs the board’s Nominating and Governance Committee.
Todd C. Skinner has served as the presidentPresident, 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 ofexperience 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 planningCanada, 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

34


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 ImagingFirst 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 GlobalChief Credit Officer and Chief Operations Officer for HSBC’s insurance division. From 2009 through 2011, he served as the Global Head of SalesRetail Banking and marketing for the insurance division. From July 2006 through 2008, heWealth Management at HSBC.He also served as President and CEOChief 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 degree 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 the board of directors for Trans Union de Mexico S.A., TransUnion International UK Ltd., TransUnion CIBIL Limited. He is also on the board of directors of Cliffside Capital.
Our executive officers are elected annually by our Board of Directors.Board. There are no family relationships among any of the Company’s executive officers.


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PART II


ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock has been listed on The New York Stock Exchange under the symbol “TRU” since June 25, 2015. 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, 2018,2024, we had 3512 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 311,043 $69.85 — $166.5 
November 1 to November 301,808 49.00 — $166.5 
December 1 to December 319,300 64.99 — $166.5 
Total12,151 $63.03 — 
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 authorized the repurchase of up to $300.0 million of our common stock through February 13, 2020. Our Board removed the three-year time limitation on February 8, 2018. Prior to the fourth quarter of 2017, we had purchased approximately $133.5 million of common stock under the program and may purchase up to an additional $166.5 million. Additional repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases or through privately negotiated transactions, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities underunder 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, 2018, in each of the Company’s common stock, the Russell 3000 and the Dow Jones U.S. Financial Index. The cumulative total returns for the Russell 3000 and the Dow Jones U.S. Financial Index assume reinvestment of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance.



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Performance Graph.jpg


ITEM 6. SELECTED FINANCIAL DATARESERVED
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.
































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45




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.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of TransUnion’s financial condition and results of operations is provided as a supplement to, and should be read in conjunction with Part I, Item 1A, “Risk Factors,” 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 riskinformation and information solutions provider toinsights company that makes trust possible between businesses and consumers. consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to link and match our expanding high-quality datasets. We use this enriched data and analytics, combined with our expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer reports, risk scores, analytical servicesidentities, mitigate fraud, and decisioning capabilities to businesses.effectively manage call center operations. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions. Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information, and take precautions against identity theft. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including Financial Services and Emerging Verticals. Emerging Verticals consists of Technology, Commerce & Communications, Insurance, Media, Services and Collections, Tenant and Employment, and Public Sector. We have a global presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India, and Asia Pacific.
Our addressable market includes the global data and analytics market, which continues to grow as companies around the world increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services. There are several underlying trends supporting this market growth, including the proliferation of data, advances in technology and analytics that enable data to be processed more quickly and efficiently to provide business insights, and growing demand for these business insights across industries and geographies. Leveraging our established position as a leading provider of information and insights, we have grown our business by expanding the breadth and depth of our data, strengthening our analytics capabilities, expanding into complementary adjacent and vertical markets, deepening our solution suite in fraud mitigation and marketing, building out our geographic portfolio, investing in technology infrastructure, and enhancing our global operating model. As a result, we believe we are well positioned to expand our share within the markets we currently serve and capitalize on the larger data and analytics opportunity.
Segments
We manage our business and report our financial results in three reportable segments: U.S. Markets, International and Consumer Interactive. See Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statement,” Note 21, “Reportable Segments” for additional information.
U.S. Markets
Our U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses. These businesses use our services to engage and acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use our solutions to view their credit profiles and access analytical tools that help them understand and manage their personal information and take precautions against identity theft. 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.mitigate fraud risk.
Our solutions are based on a foundation of financial, credit, alternative credit, identity, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information from 90,000 data 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 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 interpret data and apply their specific qualifying criteria to make decisions and take action with respect to their customers. Collectively, our data, analytics 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.

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.
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We manage our business and report our financial results in three reportable segments: USIS, International and Consumer Interactive.

USIS provides consumer reports, risk scores, analytical and decisioning services to businesses. These businesses use our services to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery platforms in our USIS 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 industries.
International
The International segment provides services similar to our USISU.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 decisioningtechnology solutions services and other value-added risk management services. In addition, weWe also have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including

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financial services, retail credit, insurance, automotive, collections, public sector and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer servicessolutions similar to those offered by our Consumer Interactive segment thatto help consumers proactively manage their personal finances.
Consumer Interactive
The Consumer Interactive segment offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraudidentity 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 friendlyuser-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.With our acquisition of Sontiq, we have added to our foundational credit monitoring solutions with a comprehensive set of identity protection offerings.
In addition, Corporate
Corporate provides sharedsupport 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 TrendsTrends
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, and consumer confidence.
During 2022, the labor market remained strong and supply chain constraints began to ease, while persistent inflation, rapidly increasing energy prices, and consecutive interest rate increases by the Federal Reserve all contributed to constrained economic activity. In addition, a slowing housing market, coupled with lower GDP growth, softening consumer confidence and housing demand. Inglobal geopolitical events added to the markets where we compete, we have generally seen good economicdeterioration of global macroeconomic conditions and increased market stabilization overincreasing recession fears compared to the past few years. Inpost-pandemic rebound of 2021.
During 2023, the United States, we continue to see a healthy, well-functioning consumer lending market driven by a strongU.S. labor market remained steady with low unemployment and consumer confidence that is near an all-time high. Risingrising real wages. However, subsiding but still elevated inflation, increasing housing costs, and continued interest rate increases by the Federal Reserve all contributed to constrained economic activity. In addition, liquidity challenges within the banking sector, a slowing housing market, and global geopolitical events all added to the deterioration of global macroeconomic conditions compared with the post-pandemic rebound of 2021 and early 2022. These slowing macroeconomic conditions had a more pronounced impact in our developed markets, including the U.K., compared with our emerging markets. The U.K. experienced persistently unfavorable and worsening macroeconomic conditions, including rising interest rates, have begun to impact the housing refinance market, which has been offset bysubsiding but still elevated inflation, and a slowing labor market. In addition, the impact of exchange rates continued to have a strongsignificant impact on our International segment. In the U.S., the impact of higher interest rates has slowed demand for consumer loans and auto loans, and has been particularly acute in the housing sector, where higher borrowing rates significantly impact both home affordability, driving down purchase marketactivity, and demand for mortgage loan refinancing. The impact of higher interest rates on slowing aggregate demand is expected to result in increased unemployment levels over the next year, which is likely to reduce consumer credit activity. These dynamics impact the comparability of our results of operations, including our revenue and expense, between the periods presented below.
The ongoing uncertainty and the increased availabilityunpredictable nature of home equity. Wethe macroeconomic environment could have also seen solid demand fora material adverse impact on various aspects of our marketing services,business in the future, including our stock price, results of operations and in our Consumer Interactive segment, strong demand for our credit and identity theft solutions. We continue 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 compared with the prior year.
Our revenues are also significantly influenced by industry trends,financial condition, including the demand for information services in financial services, insurance, healthcare and other industries 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 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 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,carrying value of our long-lived assets such as an increase in the size of the middle classgoodwill and a significant increase in the use of financial services by under-served and under-banked customers. Demand for consumer solutions is rising 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”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act, continue to make operations for businesses more challenging.intangible assets.
Effects of Inflation
We do not believe that inflation has had and we expect will continue to have a material effectnegative impact on our business and results of operations, or financial condition.including decreased demand for our services resulting from the Federal Reserve and other central banks raising rates throughout 2023. While central banks have paused rate increases and current conditions indicate that they may begin to
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cautiously lower rates from the higher interest rates established to combat inflation, rates that remain higher may result in slowing consumer spending on non-essential goods and services, and consequently lower demand for credit. The impact of elevated but subsiding levels of inflation and the resulting response by the Federal Reserve and other central banks to maintain higher but decreasing interest rates could have a material adverse impact on various aspects of our business in the future.
Recent Developments
During 2017,The following developments impact the comparability of our balance sheets, results of operations and cash flows between years:
On November 12, 2023, our Board approved a transformation plan to optimize our operating model and continue to advance our technology. We expect to recognize one-time pre-tax expenses associated with this transformation plan of $355.0 to $375.0 million from the fourth quarter of 2023 through the end of 2025, with the majority of costs to be incurred by the end of 2024. All pre-tax expenses will be cash expenditures, other than approximately $15.0 to $20.0 million of non-cash, facility exit costs. In addition, we borrowedanticipate capital expenditures to increase to approximately 9% of revenue in 2024 and then return to approximately 8% of revenue for 2025 due to investment in our technology infrastructure in connection with this transformation plan. Upon completion of this program, we expect to generate annual savings of $120.0 to $140.0 million and reduce our capital expenditures from 8% of revenue to 6%, based on 2023 revenue. The following summarizes initiatives under the transformation plan.
•The operating model optimization program will reduce our global workforce, transition certain job responsibilities to our Global Capability Centers, which we expect will improve productivity, reduce costs and fund growth, optimize business processes, and reduce our facility footprint. We expect to incur total one-time pre-tax expenses of $205.0 to $215.0 million, underincluding employee separation expenses of approximately $110.0 million, facility exit expenses of approximately $45.0 million, and business optimization expenses of approximately $55.0 million.
•The incremental investment to advance our technology is the Senior Secured Revolving Line of Credit to partially fund various acquisitions and the repurchasefinal phase of our common stock. See Note 11, “Stockholders’ Equity”accelerated technology investment. We expect to incur one-time pre-tax expenses of $150.0 to $160.0 million, including approximately $65.0 million in 2024 related to the final year of Project Rise, and approximately $90.0 million of incremental expenses during 2024 and 2025 to streamline our product delivery platforms, and leverage the cloud-based infrastructure being established with Project Rise. The accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance, enable a continuous improvement approach, and provide a single global platform for additional information regardingfulfillment of our product lines. Project Rise was announced in February 2020 and expanded in February 2022, and is expected to be completed in 2024 with a total estimated expense of approximately $240.0 million, including the common stock repurchase. Duringapproximately $65.0 million to be incurred in 2024, as discussed above.
For the year ended December 31, 2023, we repaid $130.0incurred total expenses associated with this effort of $77.6 million. comprised of restructuring expenses of $71.9 million for employee separation and $3.4 million for non-cash impairment charges associated with leased facilities, as well as $2.3 million of other business optimization expenses. Employee separation costs and non-cash impairment charges are included in Restructuring expenses in our Consolidated Statements of Operations. We have accrued liabilities for the borrowings on the Senior Secured Revolving Linepayment of Credit.employee separation costs of $64.9 million as of December 31, 2023.
On August 9, 2017,October 27, 2023, we refinanced and amended certain provisions of our senior secured credit facility. Amendmentsexecuted Amendment No. 21 to the Senior Secured Term Loan B includedCredit Facility, pursuant to which we: (1) refinanced our existing revolving credit facility with a 0.50% reductionnew tranche of revolving credit commitments in the applicable margin. Amendments to thean aggregate principal amount of $600.0 million (an increase of $300.0 million); and (2) entered into Senior Secured Term Loan A includedA-4 with an extensionaggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, prepay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. We also extended the maturity date 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 extensionFacility from December 10, 2024 to October 27, 2028. In connection with the refinancing, we expensed $5.9 million of the maturity date from June 2020unamortized original issue discount, deferred financing fees, and other related fees to August 2022, a reductionother income and expense in the applicable margin depending on ourConsolidated Statements of Operations for the year ended December 31, 2023. Additionally, we recorded incremental deferred financing fees of $4.8 million that will be amortized over the new loan term.
In October 2023, we agreed to settle two matters with federal regulators for a total net leverage ratio,of $23.0 million. On October 5, 2023, we reached a reductionsettlement in the annual commitment fee onform of a Consent Order with the unused borrowings,CFPB and an increasethe FTC pursuant to which we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties in connection with alleged violations under the FCRA related to our tenant and employment screening business. On October 10, 2023, we reached a settlement with the CFPB in the commitment amountform of a Consent Order pursuant to $300.0 million. Other key provisions include changeswhich we agreed to pay $3.0 million in incremental borrowing limitsredress and $5.0 million in civil money penalties in connection with alleged violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies,” for further information about these matters.
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During the third quarter of 2023, we identified a reductiontriggering event requiring an interim impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $414.0 million, as discussed in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 6, “Goodwill.”
In each of the first three quarters of 2023 we prepaid $75.0 million, and in the maximumfourth quarter of 2023 we prepaid $25.0 million, for the senior secured net leverage ratio test to 5.5-to-1. On January 31, 2017, we refinanced and amended certain provisionsa total of $250.0 million in 2023, of our Senior Secured Term Loan B. KeyB-6, funded from cash on hand. During the first quarter of 2022 we prepaid $400.0 million, and in the fourth quarter of 2022 we prepaid $200.0 million, for a total of $600.0 million in 2022, of our Senior Secured Term Loan B-6, funded from cash-on-hand. During 2021, we prepaid $85.0 million of Senior Secured Term Loan B-5, funded with cash on hand. These transactions affect the comparability of interest expense between years, as further discussed in “Results of Operations – Non-Operating Income and (Expense) – Interest Expense” below.
Since December 1, 2021, we have completed the acquisition of three businesses that collectively materially affected our results of operations in 2022 and 2023, and the comparability of results to 2021. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements,” Note 2, “Business Acquisitions” for further information about these transactions.
On December 30, 2022, we completed the previously announced sale of the non-core businesses of VF, the financial services business unit we acquired from Verisk Analytics, Inc. We classified the results of operations of these non-core businesses as discontinued operations, net of tax, in the Consolidated Statements of Operations since the acquisition in April 2022. Upon the sale, we received total proceeds of $173.9 million, consisting of $103.6 million in cash, and a note receivable with a face value of $72.0 million and a fair value of $70.3 million on the date of sale. We finalized the purchase price in the third quarter of 2023 and recorded a $0.5 million reduction of the gain on sale included in discontinued operations, net of tax. For the year ended December 31, 2022, we recognized a $7.5 million gain on the sale of these businesses, which is included in discontinued operations, net of tax.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. These swaps replaced other swaps that expired on December 30, 2022. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,300.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On April 12, 2022, after failed settlement negotiations with the CFPB regarding a certain regulatory matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. and our former President of Consumer Interactive. During 2022, we recorded an incremental $29.5 million of expense related to this matter. As of December 31, 2023 and 2022, we have an accrued liability of $56.0 million in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements,” Note 23, “Contingencies,” for further information about this matter.
On January 24, 2022, we reached a tentative class settlement with the plaintiffs in Ramirez v. TransUnion LLC, which required court approval. Accordingly, we revised the amount of the probable loss that we previously estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, and a corresponding net reduction recorded in selling, general and administrative expense for the year-end December 31, 2021. On December 19, 2022, the court entered final approval of the class settlement and we paid the settlement amount to the plaintiffs on January 20, 2023, resulting in a full resolution of this matter.
On December 23, 2021, we entered into a tranche of interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The tranche commenced on December 31, 2021, and expires on December 31, 2026, with a current aggregate notional amount of $1,568.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 17, 2021, we completed the sale of our Healthcare business. The Healthcare business met the criteria for discontinued operations at December 31, 2021, as the sale represented a strategic shift in our business that will have a major effect on our results of operations. The results of operations are classified as discontinued operations, net of tax, in our Consolidated Statements of Operations for all periods presented. Discontinued operations, net of tax, also includes a gain on the divestiture of the Healthcare business of $982.5 million, net of tax, in the Consolidated Statements of Operations for 2021. All tables and discussions below exclude the impact of the Healthcare business.
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On December 1, 2021, we entered into an agreement to amend certain provisions of the amendmentSenior 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.

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includedOn December 1, 2021, we entered into a two-year extensionSecond Lien Credit Agreement to obtain term loans in an aggregate amount of $640.0 million (the “Second Lien Term Loan”), less original issue discount and deferred financing fees of $3.2 million and $14.3 million, respectively, used to fund the acquisition of Sontiq. On December 23, 2021, we fully repaid the Second Lien Term Loan using a portion of the maturity dateproceeds from April 2021our 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 statementsConsolidated Statements of income.
On November 2, 2017, certain of our stockholders completed 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 included 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 impact on our financial statements, other than approximately $1.7 million of transaction costs recorded in other income and expense for the twelve-month period in 2017. We were obligated to pay these costs in accordance with an agreement with the selling stockholders. We did not receive any proceeds from these offering 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.Operations.
Recent Acquisitions and Partnerships
We selectivelyselectively evaluate acquisitions and partnerships as a means to expand our business and international footprint and to enter new markets. During the past three yearsSince January 1, 2021, 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 is a providerthe entities that comprised VF. We retained the core businesses of alternative credit data,Argus, and divested the remaining non-core businesses on December 30, 2022. Argus provides financial institutions, payments providers, and retailers worldwide with competitive studies, predictive analytics, models, and risk scoring information that empowers lenders to make more informed decisions, and increases financial inclusion to a wider population of consumers.advisory services. The results of operations of FactorTrust, whichArgus are not material to our consolidated financial statements, have been included as part of our USISin the U.S. Markets segment in our consolidated statementsConsolidated Statements of incomeOperations since the date of the acquisition. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions” and Note 3 “Discontinued Operations,” for additional information.
•On October 2, 2017,December 1, 2021, we acquired 100% of the equity of xTech Holdings, Inc. (“eBureau”). eBureau isNeustar. 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, whichNeustar are not material to our consolidated financial statements, have been included in Financial Services and Emerging Verticals as part of our USISU.S. Markets segment in our consolidated statementsConsolidated Statements of incomeOperations since the date of the acquisition. See Item 8, “Financial Statements and Supplementary Data - 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’sSontiq. Sontiq, a leader in digital identity protection and security, provides solutions provide enhanced data that identifies risks associated with an applicant’s driving behaviorincluding identity monitoring, restoration, and provides insurers with a cost competitive, timelyresponse 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, whichSontiq are not material to our consolidated financial statements, have been included as part of our USISin the Consumer Interactive segment in our consolidated statementsConsolidated Statements of incomeOperations since the date of the acquisition. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions,” for additional information.
On July 19, 2017, we acquired a non-controlling, non-voting preferred stock equity interest in Synthetic P2P Holdings Corporation (“PeerIQ”). Also, on November 10, 2016, we entered into an agreement with PeerIQ whereby we licensed data to PeerIQ and, in return, received warrants to purchase a non-controlling interest in their common stock. PeerIQ is a credit risk analytics provider. We account for PeerIQ on the cost method 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's results of operations are included as part of our International segment in our consolidated statements of income since May 21, 2014, the date we obtained control.

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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 International segment in our consolidated statements of income since the date of the acquisition.
On September 21, 2016, we acquired 100% of the equity of RTech. RTech uses innovative proprietary technology to help healthcare providers protect revenue and cash. The results of operations of RTech have been 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 USIS 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.

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Key Components of Our Results of Operations
Revenue
We derivereport revenue for our USISthree reportable segments, U.S. Markets, International and Consumer Interactive. Within the U.S. Markets segment, we report and disaggregate revenue by vertical, which consists of our Financial Services and Emerging Verticals. A portion of the revenue from three operating platforms: Online Dataour recent acquisition of Neustar is included in each vertical. Revenue from our recent acquisition of Argus is included in the Financial Services Marketing Services and Decision Services. Online Data 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 areby regions, which consists of Canada, and Hong Kong. Our emerging markets include Africa, Latin America, the U.K., 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. Servicessegment, 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.
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Selling, General and Administrative
Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions.
Goodwill Impairment
Goodwill impairment relates to the impairment of our United Kingdom reporting unit, as discussed above.
Restructuring
Restructuring expenses relate to the operating model optimization program announced in November 2023.
Non-Operating Income and Expense
Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from cost-method investments, impairmentsCost Method Investments, fair-value adjustments of equity-methodequity method and cost-method investments,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.
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Results of Operations—Twelve Months Ended December 31, 2017, 20162023, 2022 and 20152021
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:

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       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 expense82.1
 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 amortization238.0
 265.2
 278.4
 (27.2) (10.2)% (13.2) (4.8)%
EBITDA682.2
 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 EBITDA65.9
 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(Tabular amounts in millions, rounding differences may exist in the table above.
1.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.
3.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.

45


except per share amounts)
For the twelve months ended December 31, 2016, consisted2023, 2022 and 2021, 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.
5.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.

46


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 areoperations 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 Services188.1
 160.9
 149.2
 27.2
 16.9 % 11.6
 7.8 %
     Decision Services242.7
 206.4
 173.2
 36.3
 17.6 % 33.2
 19.2 %
Total USIS1,204.1
 1,045.1
 924.5
 159.0
 15.2 % 120.6
 13.0 %
              
International:             
     Developed Markets126.1
 109.2
 95.2
 16.9
 15.5 % 14.0
 14.7 %
     Emerging Markets235.8
 204.7
 174.4
 31.1
 15.2 % 30.3
 17.4 %
Total International361.9
 313.9
 269.6
 48.0
 15.3 % 44.3
 16.4 %
              
Consumer Interactive432.1
 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 % $198.1
 13.1 %
Twelve Months EndedChange
December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Revenue$3,831.2 $3,709.9 $2,960.2 $121.3 3.3 %$749.7 25.3 %
Operating expenses
Cost of services (exclusive of depreciation and amortization below)1
1,517.3 1,385.1 1,022.3 132.2 9.5 %362.8 35.5 %
Selling, general and administrative1
1,171.6 1,179.4 909.0 (7.8)(0.7)%270.4 29.7 %
Depreciation and amortization524.4 519.0 377.0 5.4 1.0 %142.0 37.7 %
Goodwill impairment414.0 — — 414.0 nm— — %
Restructuring75.3 — — 75.3 nm— — %
Total operating expenses3,702.7 3,083.5 2,308.3 619.1 20.1 %775.2 33.6 %
Operating income128.5 626.3 651.9 (497.8)(79.5)%(25.6)(3.9)%
Non-operating income and (expense)
Interest expense(288.2)(230.9)(112.6)(57.3)24.8 %(118.3)105.1 %
Interest income20.7 4.7 3.4 16.1 nm1.3 38.2 %
Earnings from equity method investments16.3 13.0 12.0 3.3 25.4 %1.0 8.3 %
Other income and (expense), net(22.7)(30.0)(49.2)7.3 (24.3)%19.2 (39.0)%
Total non-operating income and (expense)(273.9)(243.3)(146.3)(30.6)12.6 %(97.0)66.3 %
(Loss) income from continuing operations before income taxes(145.3)383.0 505.6 (528.4)nm(122.6)(24.2)%
Provision for income taxes(44.7)(118.9)(131.9)74.2 (62.4)%13.0 (9.9)%
(Loss) income from continuing operations(190.1)264.1 373.7 (454.2)nm(109.6)(29.3)%
Discontinued operations, net of tax(0.7)17.4 1,031.7 (18.1)nm(1,014.3)(98.3)%
Net (loss) income(190.8)281.5 1,405.4 (472.3)nm(1,123.9)(80.0)%
Less: net income attributable to noncontrolling interests(15.4)(15.2)(15.0)(0.2)1.3 %(0.2)1.3 %
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 $(472.4)nm$(1,124.0)(80.8)%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
USIS Segment1.We revised our Consolidated Statement of Operations for the years ended December 31, 2022 and 2021 to correct errors in the classification of employee costs related to certain of our recent acquisitions identified in the second quarter of 2023 and certain expenses identified in the fourth quarter of 2023 between cost of services and selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. We also corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the year ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies” and Note 26, “Quarterly Financial Data (Unaudited).”
52


Revenue
For 2017, USIS2023, revenue increased $159.0$121.3 million, or 3.3%, compared with 2022, due primarily to growth in our International and U.S. Markets segments, partially offset by a decrease in our Consumer Interactive segment and a decrease of 0.6% due to the impact of foreign currencies, as further discussed in the Segment Results of Operations section below.
For 2022, revenue increased $749.7 million, or 25.3%, compared with 2021, due primarily to 24.4% increase from our acquisitions in the U.S. Markets and Consumer Interactive segments and organic growth in our International segment, partially offset by a decrease of 2.3% from the impact of foreign currencies, as further discussed in the Segment Results of Operations below.
Operating Expenses
Cost of services
For 2023, cost of services increased $132.2 million compared with 2016,2022. The increase was due primarily to:
•    an increase of approximately $78.0 million in variable product costs primarily resulting from an increase in third-party royalty costs in our U.S. Markets segment and from the increase in revenue;
•an increase of approximately $30.0 million in technology-related costs, including costs for our accelerated technology investment;
•an increase of approximately $19.0 million in operating costs in the first quarter from our April 2022 acquisition in our U.S. Markets segment; and
•an increase of approximately $17.0 million in labor costs due to increasesincreased headcount and incentive compensation;
partially offset by:
•a decrease of approximately $5.0 million from the impact of foreign currencies on our international operations.
For 2022, cost of services increased $362.8 million compared with 2021. The increase was due primarily to:
•an increase of approximately $303.0 million in revenueoperating and integration-related costs from all platformsour recent acquisitions in our U.S. Markets and Consumer Interactive segments;
•an increase of approximately $41.0 million in labor costs, including revenuean increase in stock-based compensation, primarily in our U.S. Markets and International segments, as we continue to invest in key strategic growth initiatives;
•an increase of approximately $30.0 million in technology-related costs, including cost for our accelerated technology investment; and
•an increase of approximately $9.0 million in product costs in our U.S. Markets and International segment due to the increase in revenue;
partially offset by:
•a decrease of approximately $16.0 million from the impact of foreign currencies on our international operations.
Selling, general and administrative
For 2023, selling, general and administrative expenses decreased $7.8 million compared with 2022. The increase was due primarily to:
•an increase of approximately $43.0 million in labor costs due to increased headcount and stock-based incentive compensation; and
•an increase of approximately $23.0 million of certain administrative expenses including travel, professional services and miscellaneous taxes;
partially offset by:
•a decrease of approximately $24.0 million in certain legal and regulatory expenses, primarily due to the CFPB litigation as discussed in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies”;
•a decrease of approximately $22.0 million in advertising expense, primarily in our Consumer Interactive segment;
53


•    a decrease of approximately $14.0 million in integration-related costs for our 2021 and 2022 acquisitions in our U.S. Markets and Consumer Interactive segments; and
•a decrease of approximately $6.0 million from the impact of foreign currencies on our international operations.
For 2022, selling, general and administrative expenses increased $270.4 million compared with 2021. The increase was due primarily to:
•an increase of approximately $254.0 million in operating and integration-related costs from our acquisitions Auditzin our U.S. Markets and RTechConsumer Interactive segments;
•an increase of approximately $25.0 million for certain legal and regulatory expenses;
•an increase of approximately $12.0 million in 2016travel and DataLink, eBureauentertainment expenses due to increased travel following the easing of COVID-19 travel restrictions, primarily in our U.S. Markets and FactorTrustInternational segments; and
•an increase of approximately $7.0 million in 2017.labor costs, as we continue to invest in key strategic growth initiatives;
partially offset by:
•    a decrease in advertising expense of approximately $18.0 million, primarily in our Consumer Interactive segment; and
•    a decrease of approximately $14.0 million from the impact of foreign currencies on the expenses of our International segment.
Depreciation and amortization
For 2016, USIS revenue2023, depreciation and amortization was consistent with 2022.
For 2022, depreciation and amortization increased $120.6$142.0 million compared with 2015,2021, due primarily to recent acquisitions of tangible and intangible assets.
Goodwill impairment
For 2023, we recorded a partial goodwill impairment of $414.0 million related to our United Kingdom reporting unit.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 6, “Goodwill,” for additional information.
Restructuring
Restructuring expenses relate to our operating model optimization program. For 2023, these expenses include approximately $71.9 million related to employee separation and $3.4 million related to facility exits.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 11, “Restructuring,” for additional information.
Non-Operating Income and (Expense)
Interest expense
As discussed above, in December 2021, we borrowed a significant amount of additional debt to fund our acquisition of Neustar, and in 2022 and 2023, we prepaid a significant amount of debt, both of which impact the comparability of interest expense between periods.
For 2023, interest expense increased $57.3 million compared with 2022. The increase in interest expense for 2023 was due primarily to the impact of an increase in the average periodic variable interest rate on the unhedged portion of our debt, partially offset by a decrease in outstanding principal balance due to increasesthe prepayments made in revenue from all platforms2022 and 2023. Approximately 73.9% of this debt is hedged with interest rate swaps.
For 2022, interest expense increased $118.3 million compared with 2021. The increase in interest expense for 2022 was due primarily to additional borrowings of $3,100.0 million under our Senior Secured Credit Facility to fund the acquisition of Neustar on December 1, 2021, and the impact of an increase in the average interest rate.
Interest income
For 2023, interest income increased $16.1 million, compared with 2022. The increase was due primarily to interest earned on notes receivable, including revenue fromthe note receivable issued in connection with our sale of the non-core VF
54


businesses as discussed above, as discussed above, and an increase in interest on our investments due to the increase in interest rates.
For 2022, interest income was consistent with 2021.
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
Change
 Twelve months ended December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Other income and (expense), net:
Acquisition fees$(8.2)$(23.7)$(48.1)$15.5 65.4 %$24.4 50.7 %
Debt-related expenses(11.5)(11.0)(19.6)(0.5)(4.5)%8.6 43.9 %
Other income (expense), net(3.0)4.7 18.5 (7.7)nm(13.8)(74.7)%
Total other income and (expense), net$(22.7)$(30.0)$(49.2)$7.3 (24.3)%$19.2 39.0 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Acquisition fees
Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions, and include costs related to our acquisitions of TrustevArgus in 20152022, and AuditzNeustar and RTechSontiq in 2016.2021.

Debt-related expenses
47For 2023, debt-related expenses included $9.3 million of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancing of our Senior Secured Term Loan A-3 and $2.2 million of other debt financing expenses. For 2022, debt-related expenses included $9.3 million of deferred financing fees and other net costs expensed as a result of our repayment of our Senior Secured Term Loans and the partial repayment of our other Term Loans. For 2021, debt-related expenses included $17.9 million of deferred financing fees and other net costs expensed as a result of our repayment of our Second Lien Term Loan and the partial repayment of our other Term Loans. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 13, “Debt,” for additional information about our debt.


Other income (expense), net
Online Data Services. For 2017, online data2023, other income (expense), net included impairment losses totaling $15.9 million on Cost Method Investments in our U.S. Markets segment and Corporate in 2023, partially offset by a $10.1 million adjustment to the fair value of a put option liability related to a minority investment, gains and losses on other Cost Method investments, currency remeasurement gains and losses, dividends received from Cost Method Investments, and other miscellaneous non-operating income and expense items. For 2022, other income and expense included $6.8 million of reimbursements for transition services revenue increased $95.5related to divested businesses, net of separation expenses, a $3.4 million gain related to a government tax reimbursement from a recent business acquisition and dividends received from cost method investments, partially offset by currency remeasurement losses and other miscellaneous non-operating income and expense items. For 2021, other income and expense included $18.4 million of gains on Cost Method investments, dividends received from cost method investments, currency remeasurement losses, and other miscellaneous non-operating income and expense items.
Provision for Income Taxes
For 2023, we reported a (30.8)% effective tax rate, which is lower than the 21.0% U.S. federal corporate statutory rate due primarily to a 3.6% increase in online credit report unit volume, a change in the miximpact of customer volumes which resulted in an increase in average pricing for online credit reports, and an increasenon-deductible goodwill impairment, partially offset by benefits on the remeasurement of deferred taxes due to new product initiatives.changes in state apportionment rates.
For 2016, online data services revenue increased $75.7 million due primarily to2022, we reported a 4.6% increase in online credit report unit volume and an increase due to new product initiatives. Also, a change in31.0% effective tax rate, which is higher than 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 2016,21.0% 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 healthcare market,research and development credit and excess tax benefits on stock-based compensation.
55


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.
Segment Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021
Management, including our chief operating decision maker (“CODM”), evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the twelve months ended December 31, 2023, 2022 and 2021, our segment revenue and Adjusted EBITDA were as follows:
Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment
Change
Twelve months ended December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Revenue:
U.S. Markets gross revenue
     Financial Services$1,280.3$1,255.1 $1,090.0$25.2 2.0 %$165.1 15.1 %
     Emerging Verticals1,223.91,192.1701.031.8 2.7 %491.1 70.1 %
U.S. Markets gross revenue$2,504.2$2,447.3$1,791.0$56.9 2.3 %$656.3 36.6 %
International:
     Canada$139.5$128.2$126.9$11.3 8.8 %$1.2 1.0 %
     Latin America120.6112.9103.27.7 6.8 %9.7 9.4 %
     UK197.2203.0216.5(5.7)(2.8)%(13.5)(6.2)%
     Africa60.661.759.5(1.1)(1.8)%2.2 3.7 %
     India218.8174.2133.144.6 25.6 %41.1 30.9 %
     Asia Pacific88.675.962.712.6 16.7 %13.2 21.1 %
International gross revenue$825.3$755.9$701.9$69.4 9.2 %$54.0 7.7 %
Consumer Interactive gross revenue$579.7$585.3$545.8$(5.6)(0.9)%$39.5 7.2 %
Total gross revenue$3,909.3$3,788.4$3,038.7$120.8 3.2 %$749.8 24.7 %
Intersegment revenue eliminations(78.1)(78.6)(78.4)0.5 nm(0.1)nm
Total revenue as reported$3,831.2$3,709.9$2,960.2$121.3 3.3 %$749.6 25.3 %
Adjusted EBITDA:
U.S. Markets$846.8$869.0$717.2$(22.2)(2.6)%$151.8 21.2 %
International361.5329.3300.132.2 9.8 %29.2 9.7 %
Consumer Interactive278.2282.3263.1(4.1)(1.5)%19.3 7.3 %
Adjusted EBITDA margin:
U.S. Markets33.8 %35.5 %40.0 %(1.7)%(4.5)%
International43.8 %43.6 %42.8 %0.2 %0.8 %
Consumer Interactive48.0 %48.2 %48.2 %(0.3)%— %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
We define Adjusted EBITDA margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
56


U.S. Markets Segment
Revenue
For 2023, U.S. Markets revenue increased $56.9 million, or 2.3%, compared with the same period in 2022, due to organic growth in both verticals and an increase of 0.8% from our recent acquisitions.acquisition of Argus, which is included in our Financial Services vertical. Revenue from Emerging Verticals and Financial Services increased $31.8 million and $25.2 million, respectively, as discussed below.
For 2022, U.S. Markets revenue increased $656.3 million, compared with the same period in 2021, due primarily to a 36.6% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue in our Financial Services vertical.
Financial Services: For 2023, Financial Services revenue increased $25.2 million, or 2.0%, compared to 2022, due primarily to a 1.6% increase from our acquisition of Argus, an increase in our Mortgage line of business primarily from price increases partially offset by volume declines due to higher interest rates, and an increase in our Auto line of business due to price and volume increases. These increases were partially offset by decreases in our Consumer Lending line of business due to softness in the FinTech space from increasing interest rates and in our Card and Banking line of business due primarily to a decrease in volume.
For 2016, decision services2022, Financial Services revenue increased $33.2$165.1 million, compared with 2015,2021, due primarily to a 16.7% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue. Organic revenue decreased in our Mortgage line of business as volumes declined due to the significant increases in the healthcare market includinginterest rates, which was partially offset by an increase in revenue from new product initiatives in our card and banking, consumer lending, and auto lines of business.
Emerging Verticals: For 2023, Emerging Verticals revenue increased $31.8 million, or 2.7%, compared with 2022, due to increases in our Technology, Commerce and Communications, Insurance, Service & Collections, Public Sector, and Media verticals due primarily to increased volumes in existing products and new products from our recent acquisitions, partially offset by a decrease in our Tenant and Employment vertical due to volume decreases.
For 2022, Emerging Verticals revenue increased $491.1 million, compared to 2022, due primarily to a 64.7% increase from our acquisition of Neustar and an increase in organic revenue. Organic revenue increased in all of our verticals due primarily to new wins in our existing product portfolio.
Adjusted EBITDA
For 2023, Adjusted EBITDA decreased $22.2 million due primarily to higher variable product costs and an increase in people costs, partially offset by an increase in revenue. Adjusted EBITDA margins decreased 1.7% due primarily to a shift in the insurance market.revenue mix and the lower margin profile of the Argus business.
For 2022, Adjusted EBITDA increased $151.8 million due primarily to an increase in Adjusted EBITDA from recent acquisitions. Adjusted EBITDA margins decreased 4.5% due primarily to the impact of the lower margin profile of the Neustar business, integration costs from our acquisition of Argus, and an increase in product costs resulting from the increase in revenue, and a decrease in organic revenue in our financial services vertical, partially offset by an increase in organic revenue in our Emerging Verticals.
International SegmentNon-Operating Income and Expense
Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from Cost Method Investments, fair-value adjustments of equity method and Cost Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.
51


Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021
(Tabular amounts in millions, except per share amounts)
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 inclusiontwelve months ended December 31, 2023, 2022 and 2021, our results of revenue from our acquisition of CIFIN in 2016 and by an increase of 3.5% 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.






48


Operating Expenses
Operating expenses for the periods reportedoperations 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 administrative585.4
 560.1
 499.7
 25.3
 4.5 % 60.4
 12.1 %
Depreciation and amortization238.0
 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 % $94.7
 7.2 %
Twelve Months EndedChange
December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Revenue$3,831.2 $3,709.9 $2,960.2 $121.3 3.3 %$749.7 25.3 %
Operating expenses
Cost of services (exclusive of depreciation and amortization below)1
1,517.3 1,385.1 1,022.3 132.2 9.5 %362.8 35.5 %
Selling, general and administrative1
1,171.6 1,179.4 909.0 (7.8)(0.7)%270.4 29.7 %
Depreciation and amortization524.4 519.0 377.0 5.4 1.0 %142.0 37.7 %
Goodwill impairment414.0 — — 414.0 nm— — %
Restructuring75.3 — — 75.3 nm— — %
Total operating expenses3,702.7 3,083.5 2,308.3 619.1 20.1 %775.2 33.6 %
Operating income128.5 626.3 651.9 (497.8)(79.5)%(25.6)(3.9)%
Non-operating income and (expense)
Interest expense(288.2)(230.9)(112.6)(57.3)24.8 %(118.3)105.1 %
Interest income20.7 4.7 3.4 16.1 nm1.3 38.2 %
Earnings from equity method investments16.3 13.0 12.0 3.3 25.4 %1.0 8.3 %
Other income and (expense), net(22.7)(30.0)(49.2)7.3 (24.3)%19.2 (39.0)%
Total non-operating income and (expense)(273.9)(243.3)(146.3)(30.6)12.6 %(97.0)66.3 %
(Loss) income from continuing operations before income taxes(145.3)383.0 505.6 (528.4)nm(122.6)(24.2)%
Provision for income taxes(44.7)(118.9)(131.9)74.2 (62.4)%13.0 (9.9)%
(Loss) income from continuing operations(190.1)264.1 373.7 (454.2)nm(109.6)(29.3)%
Discontinued operations, net of tax(0.7)17.4 1,031.7 (18.1)nm(1,014.3)(98.3)%
Net (loss) income(190.8)281.5 1,405.4 (472.3)nm(1,123.9)(80.0)%
Less: net income attributable to noncontrolling interests(15.4)(15.2)(15.0)(0.2)1.3 %(0.2)1.3 %
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 $(472.4)nm$(1,124.0)(80.8)%
Cost of Services
For 2017, cost of services increased $66.6 million compared with 2016. The increase was due primarily to:
an increase in product costs resulting from the increase in revenue, primarily in our USIS segment;
an increase in labor costs, primarily in our USIS and International segments, as we continue to invest in key strategic growth initiatives;
operating costs related to our recent acquisitions in our USIS and International segments; and
the impact of strengthening foreign currencies on the expenses of our International segment,
partially offset by:
savings enabled by our technology transformation 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.

For 2016, cost of services increased $47.5 million compared with 2015. The increase was due primarily to:
an increase in labor costs as we continue to invest in key strategic growth initiative;
an increase in product costs resulting from the increase in revenue, primarily in our USIS segment; and
operating costs related to our recent acquisitions in our USIS and International segments,
partially offset by:
a decrease in product costs 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; and
the impact of weakening foreign currencies on the expenses of our International segment.
Selling, General and Administrative
For 2017, selling, general and administrative expenses increased $25.3 million compared with 2016. The increase was due primarily to:
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 compensation;
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,
partially offset by:
a decrease in litigation 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.


49


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:
the impact of weakening foreign currencies on the expenses of our International segment.
Depreciation and amortization
For 2017, depreciation and amortization decreased $27.2 million compared with 2016, primarily in our USIS segment, due to the useful lives of certain USIS internal-use software and equipment assets ending June 30, 2016, 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.
For 2016, depreciation and amortization decreased $13.2 million compared with 2015, primarily in our USIS segment, due to the useful lives of certain USIS internal-use software and equipment assets ending June 30, 2016, in conjunction with our strategic initiative to transform our technology platform, partially offset by additional depreciation and amortization from recent capital expenditures related to our technology transformation initiative and from assets acquired with our recent business acquisitions.




















50


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, consolidated1.We revised our Consolidated Statement of Operations for the years ended December 31, 2022 and 2021 to correct errors in the classification of employee costs related to certain of our recent acquisitions identified in the second quarter of 2023 and certain expenses identified in the fourth quarter of 2023 between cost of services and selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. We also corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the year ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies” and Note 26, “Quarterly Financial Data (Unaudited).”
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Revenue
For 2023, revenue increased $164.2$121.3 million, or 3.3%, compared with 2022, due primarily to:
an increase in revenue in all of our segments, including revenue from recent acquisitions;
a decrease in depreciation and amortization primarilyto growth in our USIS segment;
International and U.S. Markets segments, partially offset by 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 and a decrease of 0.6% due to the impact of foreign currencies, as further discussed in the Segment Results of Operations section below.
For 2022, revenue increased $749.7 million, or 25.3%, compared with 2021, due primarily to 24.4% increase from our acquisitions in the U.S. Markets and Consumer Interactive segments and organic growth in our International segment, partially offset by a decrease of 2.3% from the impact of foreign currencies, as further discussed in the Segment Results of Operations below.
Operating Expenses
Cost of services
For 2023, cost of services increased $132.2 million compared with 2022. The increase was due primarily to:
•    an increase of approximately $78.0 million in variable product costs primarily resulting from an increase in third-party royalty costs in our U.S. Markets segment and from the increase in revenue;
•an increase of approximately $30.0 million in technology-related costs, including costs for our accelerated technology investment;
•an increase of approximately $19.0 million in operating costs in the first quarter from our April 2022 acquisition in our U.S. Markets segment; and
•an increase of approximately $17.0 million in labor costs due to increased headcount and incentive compensation;
partially offset by:
•a decrease of approximately $5.0 million from the impact of foreign currencies on our international operations.
For 2022, cost of services increased $362.8 million compared with 2021. The increase was due primarily to:
•an increase of approximately $303.0 million in operating and integration-related costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;
•an increase of approximately $41.0 million in labor costs, including an increase in labor costs,stock-based compensation, primarily in our USISU.S. Markets and International segments, as we continue to invest in key strategic growth initiatives and higher stock-based and incentive compensation;initiatives;
•an increase of approximately $30.0 million in technology-related costs, including cost for our accelerated technology investment; and
•an increase of approximately $9.0 million in product costs in our USISU.S. Markets and International segment due to the increase in revenue;
partially offset by:
•a decrease of approximately $16.0 million from the impact of foreign currencies on our international operations.
Selling, general and administrative
For 2023, selling, general and administrative expenses decreased $7.8 million compared with 2022. The increase was due primarily to:
•an increase of approximately $43.0 million in labor costs due to increased headcount and stock-based incentive compensation; and
•an increase of approximately $23.0 million of certain administrative expenses including travel, professional services and miscellaneous taxes;
partially offset by:
•a decrease of approximately $24.0 million in certain legal and regulatory expenses, primarily due to the CFPB litigation as discussed in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies”;
•a decrease of approximately $22.0 million in advertising expense, primarily in our Consumer Interactive segment;
53


•    a decrease of approximately $14.0 million in integration-related costs for our 2021 and 2022 acquisitions in our U.S. Markets and Consumer Interactive segments; and
•a decrease of approximately $6.0 million from the impact of foreign currencies on our international operations.
For 2022, selling, general and administrative expenses increased $270.4 million compared with 2021. The increase was due primarily to:
•an increase of approximately $254.0 million in operating and integration-related costs from our acquisitions in our USISU.S. Markets and International segments.Consumer Interactive segments;
For 2017, margins•an increase of approximately $25.0 million for the USIS segment increasedcertain legal and regulatory expenses;
•an increase of approximately $12.0 million in travel and entertainment expenses due to increased travel following 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 mixeasing 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,COVID-19 travel restrictions, primarily in our USIS segment,U.S. Markets and International segments; and

51


partially offset by:
•an increase of approximately $7.0 million 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;partially offset by:
operating costs related to our recent acquisitions in our USIS and International segments;
an increase•    a decrease in advertising costsexpense of approximately $18.0 million, primarily in our Consumer Interactive segment; and
•    a decrease of approximately $14.0 million from the impact of foreign currencies on the expenses of our International segment.
Depreciation and amortization
For 2023, depreciation and amortization was consistent with 2022.
For 2022, depreciation and amortization increased $142.0 million compared with 2021, due primarily to recent acquisitions of tangible and intangible assets.
Goodwill impairment
For 2023, we recorded a partial goodwill impairment of $414.0 million related to our United Kingdom reporting unit.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 6, “Goodwill,” for additional information.
Restructuring
Restructuring expenses relate to our operating model optimization program. For 2023, these expenses include approximately $71.9 million related to employee separation and $3.4 million related to facility exits.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 11, “Restructuring,” for additional information.
Non-Operating Income and (Expense)
Interest expense
As discussed above, in December 2021, we borrowed a significant amount of additional debt to fund our acquisition of Neustar, and in 2022 and 2023, we prepaid a significant amount of debt, both of which impact the comparability of interest expense between periods.
For 2023, interest expense increased $57.3 million compared with 2022. The increase in interest expense for 2023 was due primarily to the impact of an increase in the average periodic variable interest rate on the unhedged portion of our debt, partially offset by a decrease in outstanding principal balance due to the prepayments made in 2022 and 2023. Approximately 73.9% of this debt is hedged with interest rate swaps.
For 2022, interest expense increased $118.3 million compared with 2021. The increase in interest expense for 2022 was due primarily to additional borrowings of $3,100.0 million under our Senior Secured Credit Facility to fund the acquisition of Neustar on December 1, 2021, and the impact of an increase in the average interest rate.
Interest income
For 2023, interest income increased $16.1 million, compared with 2022. The increase was due primarily to interest earned on notes receivable, including the note receivable issued in connection with our sale of the non-core VF
54


businesses as discussed above, as discussed above, and an increase in interest on our investments due to the increase in interest rates.
For 2022, interest income was consistent with 2021.
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
Change
 Twelve months ended December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Other income and (expense), net:
Acquisition fees$(8.2)$(23.7)$(48.1)$15.5 65.4 %$24.4 50.7 %
Debt-related expenses(11.5)(11.0)(19.6)(0.5)(4.5)%8.6 43.9 %
Other income (expense), net(3.0)4.7 18.5 (7.7)nm(13.8)(74.7)%
Total other income and (expense), net$(22.7)$(30.0)$(49.2)$7.3 (24.3)%$19.2 39.0 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Acquisition fees
Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions, and include costs related to our acquisitions of Argus in 2022, and Neustar and Sontiq in 2021.
Debt-related expenses
For 2023, debt-related expenses included $9.3 million of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancing of our Senior Secured Term Loan A-3 and $2.2 million of other debt financing expenses. For 2022, debt-related expenses included $9.3 million of deferred financing fees and other net costs expensed as a result of our repayment of our Senior Secured Term Loans and the partial repayment of our other Term Loans. For 2021, debt-related expenses included $17.9 million of deferred financing fees and other net costs expensed as a result of our repayment of our Second Lien Term Loan and the partial repayment of our other Term Loans. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 13, “Debt,” for additional information about our debt.
Other income (expense), net
For 2023, other income (expense), net included impairment losses totaling $15.9 million on Cost Method Investments in our U.S. Markets segment and Corporate in 2023, partially offset by a $10.1 million adjustment to the fair value of a put option liability related to a minority investment, gains and losses on other Cost Method investments, currency remeasurement gains and losses, dividends received from Cost Method Investments, and other miscellaneous non-operating income and expense items. For 2022, other income and expense included $6.8 million of reimbursements for transition services related to divested businesses, net of separation expenses, a $3.4 million gain related to a government tax reimbursement from a recent business acquisition and dividends received from cost method investments, partially offset by currency remeasurement losses and other miscellaneous non-operating income and expense items. For 2021, other income and expense included $18.4 million of gains on Cost Method investments, dividends received from cost method investments, currency remeasurement losses, and other miscellaneous non-operating income and expense items.
Provision for Income Taxes
For 2023, we reported a (30.8)% effective tax rate, which is lower than the 21.0% U.S. federal corporate statutory rate due primarily to the impact of non-deductible goodwill impairment, partially offset by benefits on the remeasurement of deferred taxes due to changes in state apportionment rates.
For 2022, we reported a 31.0% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases in valuation allowances on foreign tax credit carryforwards, nondeductible expenses in connection with certain legal and regulatory matters and executive compensation limitations, and other rate-impacting items, partially offset by benefits from the research and development credit and excess tax benefits on stock-based compensation.
55


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.
Segment Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021
Management, including our chief operating decision maker (“CODM”), evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the twelve months ended December 31, 2023, 2022 and 2021, our segment revenue and Adjusted EBITDA were as follows:
Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment
Change
Twelve months ended December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Revenue:
U.S. Markets gross revenue
     Financial Services$1,280.3$1,255.1 $1,090.0$25.2 2.0 %$165.1 15.1 %
     Emerging Verticals1,223.91,192.1701.031.8 2.7 %491.1 70.1 %
U.S. Markets gross revenue$2,504.2$2,447.3$1,791.0$56.9 2.3 %$656.3 36.6 %
International:
     Canada$139.5$128.2$126.9$11.3 8.8 %$1.2 1.0 %
     Latin America120.6112.9103.27.7 6.8 %9.7 9.4 %
     UK197.2203.0216.5(5.7)(2.8)%(13.5)(6.2)%
     Africa60.661.759.5(1.1)(1.8)%2.2 3.7 %
     India218.8174.2133.144.6 25.6 %41.1 30.9 %
     Asia Pacific88.675.962.712.6 16.7 %13.2 21.1 %
International gross revenue$825.3$755.9$701.9$69.4 9.2 %$54.0 7.7 %
Consumer Interactive gross revenue$579.7$585.3$545.8$(5.6)(0.9)%$39.5 7.2 %
Total gross revenue$3,909.3$3,788.4$3,038.7$120.8 3.2 %$749.8 24.7 %
Intersegment revenue eliminations(78.1)(78.6)(78.4)0.5 nm(0.1)nm
Total revenue as reported$3,831.2$3,709.9$2,960.2$121.3 3.3 %$749.6 25.3 %
Adjusted EBITDA:
U.S. Markets$846.8$869.0$717.2$(22.2)(2.6)%$151.8 21.2 %
International361.5329.3300.132.2 9.8 %29.2 9.7 %
Consumer Interactive278.2282.3263.1(4.1)(1.5)%19.3 7.3 %
Adjusted EBITDA margin:
U.S. Markets33.8 %35.5 %40.0 %(1.7)%(4.5)%
International43.8 %43.6 %42.8 %0.2 %0.8 %
Consumer Interactive48.0 %48.2 %48.2 %(0.3)%— %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
We define Adjusted EBITDA margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
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U.S. Markets Segment
Revenue
For 2023, U.S. Markets revenue increased $56.9 million, or 2.3%, compared with the same period in 2022, due to organic growth in both verticals and an increase of 0.8% from our acquisition of Argus, which is included in our Financial Services vertical. Revenue from Emerging Verticals and Financial Services increased $31.8 million and $25.2 million, respectively, as discussed below.
For 2022, U.S. Markets revenue increased $656.3 million, compared with the same period in 2021, due primarily to a 36.6% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue in our Financial Services vertical.
Financial Services: For 2023, Financial Services revenue increased $25.2 million, or 2.0%, compared to 2022, due primarily to a 1.6% increase from our acquisition of Argus, an increase in our Mortgage line of business primarily from price increases partially offset by volume declines due to higher interest rates, and an increase in our Auto line of business due to price and volume increases. These increases were partially offset by decreases in our Consumer Lending line of business due to softness in the FinTech space from increasing interest rates and in our Card and Banking line of business due primarily to a decrease in volume.
For 2022, Financial Services revenue increased $165.1 million, compared with 2021, due primarily to a 16.7% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue. Organic revenue decreased in our Mortgage line of business as volumes declined due to the significant increases in interest rates, which was partially offset by an increase in revenue from new product initiatives in our card and banking, consumer lending, and auto lines of business.
Emerging Verticals: For 2023, Emerging Verticals revenue increased $31.8 million, or 2.7%, compared with 2022, due to increases in our Technology, Commerce and Communications, Insurance, Service & Collections, Public Sector, and Media verticals due primarily to increased volumes in existing products and new products from our recent acquisitions, partially offset by a decrease in our Tenant and Employment vertical due to volume decreases.
For 2022, Emerging Verticals revenue increased $491.1 million, compared to 2022, due primarily to a 64.7% increase from our acquisition of Neustar and an increase in organic revenue. Organic revenue increased in all of our verticals due primarily to new wins in our existing product portfolio.
Adjusted EBITDA
For 2023, Adjusted EBITDA decreased $22.2 million due primarily to higher variable product costs and an increase in people costs, partially offset by an increase in revenue. Adjusted EBITDA margins decreased 1.7% due primarily to a shift in the revenue mix and the lower margin profile of the Argus business.
For 2022, Adjusted EBITDA increased $151.8 million due primarily to an increase in Adjusted EBITDA from recent acquisitions. Adjusted EBITDA margins decreased 4.5% due primarily to the impact of the lower margin profile of the Neustar business, integration costs from our acquisition of Argus, and an increase in product costs primarily in our USIS segment, resulting from the increase in revenue;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 thea decrease in depreciation and amortization, organic revenue in our financial services vertical, partially offset by thean increase in compensation costs and the increaseorganic revenue 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.Emerging Verticals.
Non-Operating Income and Expense
Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from Cost Method Investments, fair-value adjustments of equity method and Cost Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.
51

       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)% $48.7
 36.3 %
Interest income5.5
 4.6
 3.8
 0.8
 18.2 % 0.8
 22.2 %
Earnings from equity method investments9.1
 8.6
 8.8
 0.5
 5.4 % (0.2) (2.7)%
Other income and expense, net:             
Acquisition fees(8.3) (17.6) (5.8) 9.2
 52.7 % (11.7) nm
Loan Fees(11.9) (1.4) (39.0) (10.5) nm
 37.6
 96.4 %
Dividends from cost method investments1.0
 0.9
 0.8
 0.1
 12.2 % 0.1
 6.9 %
Other income (expense), net0.1
 (4.7) (4.9) 4.8
 102.4 % 0.2
 3.7 %
Total other income and expense, net(19.2) (22.8) (48.9) 3.7
 16.0 % 26.1
 53.4 %
Non-operating income and expense$(92.2) $(95.1) $(170.5) $2.9
 3.0 % $75.4
 44.2 %

Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021
(Tabular amounts in millions, except per share amounts)
For the twelve months ended December 31, 2023, 2022 and 2021, our results of operations were as follows:
Twelve Months EndedChange
December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Revenue$3,831.2 $3,709.9 $2,960.2 $121.3 3.3 %$749.7 25.3 %
Operating expenses
Cost of services (exclusive of depreciation and amortization below)1
1,517.3 1,385.1 1,022.3 132.2 9.5 %362.8 35.5 %
Selling, general and administrative1
1,171.6 1,179.4 909.0 (7.8)(0.7)%270.4 29.7 %
Depreciation and amortization524.4 519.0 377.0 5.4 1.0 %142.0 37.7 %
Goodwill impairment414.0 — — 414.0 nm— — %
Restructuring75.3 — — 75.3 nm— — %
Total operating expenses3,702.7 3,083.5 2,308.3 619.1 20.1 %775.2 33.6 %
Operating income128.5 626.3 651.9 (497.8)(79.5)%(25.6)(3.9)%
Non-operating income and (expense)
Interest expense(288.2)(230.9)(112.6)(57.3)24.8 %(118.3)105.1 %
Interest income20.7 4.7 3.4 16.1 nm1.3 38.2 %
Earnings from equity method investments16.3 13.0 12.0 3.3 25.4 %1.0 8.3 %
Other income and (expense), net(22.7)(30.0)(49.2)7.3 (24.3)%19.2 (39.0)%
Total non-operating income and (expense)(273.9)(243.3)(146.3)(30.6)12.6 %(97.0)66.3 %
(Loss) income from continuing operations before income taxes(145.3)383.0 505.6 (528.4)nm(122.6)(24.2)%
Provision for income taxes(44.7)(118.9)(131.9)74.2 (62.4)%13.0 (9.9)%
(Loss) income from continuing operations(190.1)264.1 373.7 (454.2)nm(109.6)(29.3)%
Discontinued operations, net of tax(0.7)17.4 1,031.7 (18.1)nm(1,014.3)(98.3)%
Net (loss) income(190.8)281.5 1,405.4 (472.3)nm(1,123.9)(80.0)%
Less: net income attributable to noncontrolling interests(15.4)(15.2)(15.0)(0.2)1.3 %(0.2)1.3 %
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 $(472.4)nm$(1,124.0)(80.8)%
nm: not meaningful
As a result of displaying amounts in millions, rounding differencedifferences may exist in the table above.
For 2017, interest expense increased $2.1 million compared with 2016 due primarily1.We revised our Consolidated Statement of Operations for the years ended December 31, 2022 and 2021 to an increasecorrect errors in the average outstanding principal balance.
For 2016, interest expense decreased $48.7 million compared with 2015 as a resultclassification 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 represent costs we have incurred for various acquisition-related efforts. For 2017, acquisition fees includedemployee costs related to certain of our acquisitionrecent acquisitions identified in the second quarter of DataLink, eBureau2023 and FactorTrust,certain expenses identified in the fourth quarter of 2023 between cost of services and costs of other acquisition efforts.
For 2016, acquisition fees included costsselling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. We also corrected an immaterial error related to our acquisitionan over accrual of CIFIN, Auditz and RTech, and costsexpenses, net of other acquisition efforts.
For 2015, acquisition fees included coststhe related to our acquisitionincome tax effect, during the year ended December 31, 2021, that had previously been corrected out of Trustev and costs of other acquisition efforts.
Loan fees were impacted byperiod during the 2017 and 2015 refinancing transactions.twelve months ended December 31, 2022. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 10, “Debt,1, “Significant Accounting and Reporting Policies” and Note 26, “Quarterly Financial Data (Unaudited).”
52


Revenue
For 2023, revenue increased $121.3 million, or 3.3%, compared with 2022, due primarily to growth in our International and U.S. Markets segments, partially offset by a decrease in our Consumer Interactive segment and a decrease of 0.6% due to the impact of foreign currencies, as further discussed in the Segment Results of Operations section below.
For 2022, revenue increased $749.7 million, or 25.3%, compared with 2021, due primarily to 24.4% increase from our acquisitions in the U.S. Markets and Consumer Interactive segments and organic growth in our International segment, partially offset by a decrease of 2.3% from the impact of foreign currencies, as further discussed in the Segment Results of Operations below.
Operating Expenses
Cost of services
For 2023, cost of services increased $132.2 million compared with 2022. The increase was due primarily to:
•    an increase of approximately $78.0 million in variable product costs primarily resulting from an increase in third-party royalty costs in our U.S. Markets segment and from the increase in revenue;
•an increase of approximately $30.0 million in technology-related costs, including costs for our accelerated technology investment;
•an increase of approximately $19.0 million in operating costs in the first quarter from our April 2022 acquisition in our U.S. Markets segment; and
•an increase of approximately $17.0 million in labor costs due to increased headcount and incentive compensation;
partially offset by:
•a decrease of approximately $5.0 million from the impact of foreign currencies on our international operations.
For 2022, cost of services increased $362.8 million compared with 2021. The increase was due primarily to:
•an increase of approximately $303.0 million in operating and integration-related costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;
•an increase of approximately $41.0 million in labor costs, including an increase in stock-based compensation, primarily in our U.S. Markets and International segments, as we continue to invest in key strategic growth initiatives;
•an increase of approximately $30.0 million in technology-related costs, including cost for our accelerated technology investment; and
•an increase of approximately $9.0 million in product costs in our U.S. Markets and International segment due to the increase in revenue;
partially offset by:
•a decrease of approximately $16.0 million from the impact of foreign currencies on our international operations.
Selling, general and administrative
For 2023, selling, general and administrative expenses decreased $7.8 million compared with 2022. The increase was due primarily to:
•an increase of approximately $43.0 million in labor costs due to increased headcount and stock-based incentive compensation; and
•an increase of approximately $23.0 million of certain administrative expenses including travel, professional services and miscellaneous taxes;
partially offset by:
•a decrease of approximately $24.0 million in certain legal and regulatory expenses, primarily due to the CFPB litigation as discussed in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies”;
•a decrease of approximately $22.0 million in advertising expense, primarily in our Consumer Interactive segment;
53


•    a decrease of approximately $14.0 million in integration-related costs for our 2021 and 2022 acquisitions in our U.S. Markets and Consumer Interactive segments; and
•a decrease of approximately $6.0 million from the impact of foreign currencies on our international operations.
For 2022, selling, general and administrative expenses increased $270.4 million compared with 2021. The increase was due primarily to:
•an increase of approximately $254.0 million in operating and integration-related costs from our acquisitions in our U.S. Markets and Consumer Interactive segments;
•an increase of approximately $25.0 million for certain legal and regulatory expenses;
•an increase of approximately $12.0 million in travel and entertainment expenses due to increased travel following the easing of COVID-19 travel restrictions, primarily in our U.S. Markets and International segments; and
•an increase of approximately $7.0 million in labor costs, as we continue to invest in key strategic growth initiatives;
partially offset by:
•    a decrease in advertising expense of approximately $18.0 million, primarily in our Consumer Interactive segment; and
•    a decrease of approximately $14.0 million from the impact of foreign currencies on the expenses of our International segment.
Depreciation and amortization
For 2023, depreciation and amortization was consistent with 2022.
For 2022, depreciation and amortization increased $142.0 million compared with 2021, due primarily to recent acquisitions of tangible and intangible assets.
Goodwill impairment
For 2023, we recorded a partial goodwill impairment of $414.0 million related to our United Kingdom reporting unit.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 6, “Goodwill,” for additional information.

Restructuring

Restructuring expenses relate to our operating model optimization program. For 2023, these expenses include approximately $71.9 million related to employee separation and $3.4 million related to facility exits.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 11, “Restructuring,” for additional information.
Non-Operating Income and (Expense)
Interest expense
As discussed above, in December 2021, we borrowed a significant amount of additional debt to fund our acquisition of Neustar, and in 2022 and 2023, we prepaid a significant amount of debt, both of which impact the comparability of interest expense between periods.
For 2023, interest expense increased $57.3 million compared with 2022. The increase in interest expense for 2023 was due primarily to the impact of an increase in the average periodic variable interest rate on the unhedged portion of our debt, partially offset by a decrease in outstanding principal balance due to the prepayments made in 2022 and 2023. Approximately 73.9% of this debt is hedged with interest rate swaps.
For 2022, interest expense increased $118.3 million compared with 2021. The increase in interest expense for 2022 was due primarily to additional borrowings of $3,100.0 million under our Senior Secured Credit Facility to fund the acquisition of Neustar on December 1, 2021, and the impact of an increase in the average interest rate.
Interest income
For 2023, interest income increased $16.1 million, compared with 2022. The increase was due primarily to interest earned on notes receivable, including the note receivable issued in connection with our sale of the non-core VF
52
54




businesses as discussed above, as discussed above, and an increase in interest on our investments due to the increase in interest rates.
For 2017,2022, interest income was consistent with 2021.
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
Change
 Twelve months ended December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Other income and (expense), net:
Acquisition fees$(8.2)$(23.7)$(48.1)$15.5 65.4 %$24.4 50.7 %
Debt-related expenses(11.5)(11.0)(19.6)(0.5)(4.5)%8.6 43.9 %
Other income (expense), net(3.0)4.7 18.5 (7.7)nm(13.8)(74.7)%
Total other income and (expense), net$(22.7)$(30.0)$(49.2)$7.3 (24.3)%$19.2 39.0 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Acquisition fees
Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions, and include costs related to our acquisitions of Argus in 2022, and Neustar and Sontiq in 2021.
Debt-related expenses
For 2023, debt-related expenses included $10.5$9.3 million of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancing of our Senior Secured Term Loan A-3 and $2.2 million of other debt financing expenses. For 2022, debt-related expenses included $9.3 million of deferred financing fees and other net costs expensed as a result of refinancingour repayment of our Senior Secured Term Loans and the partial repayment of our other Term Loans. For 2021, debt-related expenses included $17.9 million of deferred financing fees and other net costs expensed as a result of our repayment of our Second Lien Term Loan in January 2017 and August 2017.the partial repayment of our other Term Loans. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 13, “Debt,” for additional information about our debt.
Other income (expense), net
For 2015, loan fees included $33.8 million of 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 2017,2023, other income (expense), net included $1.7impairment losses totaling $15.9 million on Cost Method Investments in our U.S. Markets segment and Corporate in 2023, partially offset by a $10.1 million adjustment to the fair value of fees incurred in connection with secondary offerings of shares of TransUnion common stock by certain of our stockholders, $0.6 million ofa put option liability related to a minority investment, gains and losses on other Cost Method investments, currency remeasurement gains and losses, dividends received from Cost Method Investments, and other miscellaneous non-operating income and expense items. For 2022, other income and expense included $6.8 million of reimbursements for transition services related to divested businesses, net of separation expenses, a $3.4 million gain related to a government tax reimbursement from a recent business acquisition and a $(2.2) milliondividends received from cost method investments, partially offset by currency remeasurement gain.
losses and other miscellaneous non-operating income and expense items. 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 and2021, other income and expenses.
For 2015, other income (expense), netexpense included a $3.6$18.4 million of gains on Cost Method investments, dividends received from cost method investments, currency remeasurement loss, a $0.8 million loss on a swap that no longer qualifies for hedge accounting,losses, and other miscellaneous non-operating income and expenses.expense items.
Provision for Income Taxes
For 2017,2023, we reported a negative 21.2%(30.8)% effective tax rate, which is lower than the 35.0%21.0% U.S. federal corporate statutory rate due primarily to the one-time benefit resulting from enactmentimpact of the Act in December 2017 and the excess taxnon-deductible goodwill impairment, partially offset by benefits on stock-based compensation that is now recorded to income tax expensethe remeasurement of deferred taxes 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.changes in state apportionment rates.
For 2016,2022, we reported a 36.0%31.0% effective tax rate, which is higher than the 35.0%21.0% U.S. federal corporate statutory rate due primarily to increases resulting from changes to our statein valuation allowances on foreign tax assumptionscredit carryforwards, nondeductible expenses in connection with certain legal and tax on our foreign earnings that are not considered permanently reinvested outside the United States,regulatory matters and executive compensation limitations, and other rate-impacting items, partially offset by decreases resultingbenefits from the impact of international restructuringresearch and Internal Revenue Code Section 199 Domestic Productions Activities Deductiondevelopment credit and Research and Developmentexcess tax credits.benefits on stock-based compensation.
55


For 2015,2021, we reported a 42.4%26.1% effective tax rate, which is higher than the 35.0%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.
Segment Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021
Management, including our foreign earnings that arechief operating decision maker (“CODM”), evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the twelve months ended December 31, 2023, 2022 and 2021, our segment revenue and Adjusted EBITDA were as follows:
Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment
Change
Twelve months ended December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Revenue:
U.S. Markets gross revenue
     Financial Services$1,280.3$1,255.1 $1,090.0$25.2 2.0 %$165.1 15.1 %
     Emerging Verticals1,223.91,192.1701.031.8 2.7 %491.1 70.1 %
U.S. Markets gross revenue$2,504.2$2,447.3$1,791.0$56.9 2.3 %$656.3 36.6 %
International:
     Canada$139.5$128.2$126.9$11.3 8.8 %$1.2 1.0 %
     Latin America120.6112.9103.27.7 6.8 %9.7 9.4 %
     UK197.2203.0216.5(5.7)(2.8)%(13.5)(6.2)%
     Africa60.661.759.5(1.1)(1.8)%2.2 3.7 %
     India218.8174.2133.144.6 25.6 %41.1 30.9 %
     Asia Pacific88.675.962.712.6 16.7 %13.2 21.1 %
International gross revenue$825.3$755.9$701.9$69.4 9.2 %$54.0 7.7 %
Consumer Interactive gross revenue$579.7$585.3$545.8$(5.6)(0.9)%$39.5 7.2 %
Total gross revenue$3,909.3$3,788.4$3,038.7$120.8 3.2 %$749.8 24.7 %
Intersegment revenue eliminations(78.1)(78.6)(78.4)0.5 nm(0.1)nm
Total revenue as reported$3,831.2$3,709.9$2,960.2$121.3 3.3 %$749.6 25.3 %
Adjusted EBITDA:
U.S. Markets$846.8$869.0$717.2$(22.2)(2.6)%$151.8 21.2 %
International361.5329.3300.132.2 9.8 %29.2 9.7 %
Consumer Interactive278.2282.3263.1(4.1)(1.5)%19.3 7.3 %
Adjusted EBITDA margin:
U.S. Markets33.8 %35.5 %40.0 %(1.7)%(4.5)%
International43.8 %43.6 %42.8 %0.2 %0.8 %
Consumer Interactive48.0 %48.2 %48.2 %(0.3)%— %
nm: not considered permanently reinvested outsidemeaningful
As a result of displaying amounts in millions, rounding differences may exist in the United States,table above.
We define Adjusted EBITDA margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
56


U.S. Markets Segment
Revenue
For 2023, U.S. Markets revenue increased $56.9 million, or 2.3%, compared with the same period in 2022, due to organic growth in both verticals and an increase of 0.8% from our acquisition of Argus, which is included in our Financial Services vertical. Revenue from Emerging Verticals and Financial Services increased $31.8 million and $25.2 million, respectively, as discussed below.
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 favorabledecrease in organic revenue in our Financial Services vertical.
Financial Services: For 2023, Financial Services revenue increased $25.2 million, or 2.0%, compared to 2022, due primarily to a 1.6% increase from our acquisition of Argus, an increase in our Mortgage line of business primarily from price increases partially offset by volume declines due to higher interest rates, and an increase in our Auto line of business due to price and volume increases. These increases were partially offset by decreases in our Consumer Lending line of business due to softness in the FinTech space from increasing interest rates and in our Card and Banking line of business due primarily to a decrease in volume.
For 2022, Financial Services revenue increased $165.1 million, compared with 2021, due primarily to a 16.7% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue. Organic revenue decreased in our Mortgage line of business as volumes declined due to the significant increases in interest rates, which was partially offset by an increase in revenue from new product initiatives in our card and banking, consumer lending, and auto lines of business.
Emerging Verticals: For 2023, Emerging Verticals revenue increased $31.8 million, or 2.7%, compared with 2022, due to increases in our Technology, Commerce and Communications, Insurance, Service & Collections, Public Sector, and Media verticals due primarily to increased volumes in existing products and new products from our recent acquisitions, partially offset by a decrease in our Tenant and Employment vertical due to volume decreases.
For 2022, Emerging Verticals revenue increased $491.1 million, compared to 2022, due primarily to a 64.7% increase from our acquisition of Neustar and an increase in organic revenue. Organic revenue increased in all of our verticals due primarily to new wins in our existing product portfolio.
Adjusted EBITDA
For 2023, Adjusted EBITDA decreased $22.2 million due primarily to higher variable product costs and an increase in people costs, partially offset by an increase in revenue. Adjusted EBITDA margins decreased 1.7% due primarily to a shift in the revenue mix and the lower margin profile of the Argus business.
For 2022, Adjusted EBITDA increased $151.8 million due primarily to an increase in Adjusted EBITDA from recent acquisitions. Adjusted EBITDA margins decreased 4.5% due primarily to the impact of the lower margin profile of the Neustar business, integration costs from our acquisition of Argus, and an increase in product costs resulting from the increase in revenue, and a decrease in organic revenue in our financial services vertical, partially offset by an increase in organic revenue in our Emerging Verticals.
International Segment
Revenue
For 2023, International revenue increased $69.4 million, or 9.2%, compared with 2022. The increase was due primarily to higher local currency revenue in all regions except for the United Kingdom, driven by increased volumes from improving economic conditions and new product initiatives, partially offset by a decrease of 3.0% from the impact of foreign currencies.
For 2022, International revenue increased $54.0 million, or 7.7%, compared with 2021. The increase was due primarily to higher local currency revenue in all regions from increased volumes, which resulted from improving economic conditions and from new product initiatives, partially offset by a decrease of 7.3% from the impact of foreign currencies.
Canada: For 2023, Canada revenue increased $11.3 million, or 8.8%, compared with 2022. The increase was due primarily to higher local currency revenue from new business wins at large banks and FinTechs, increased breach volumes and other volume increases across key verticals, partially offset by a decrease of 4.0% from the impact of foreign currencies.
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For 2022, Canada revenue increased $1.2 million, or 1.0%, compared with 2021. The increase was due primarily to higher local currency revenue from new business wins and incremental revenue with current customers, partially offset by a decrease of 3.8% from the impact of foreign currencies and revenue earned from a significant breach contract in the prior year.
Latin America: For 2023, Latin America revenue increased $7.7 million, or 6.8%, compared with 2022. The increase was due primarily to higher local currency revenue from new business in the financial services vertical and an increase in batch jobs and an increase of 0.8% from the impact of foreign currencies.
For 2022, Latin America revenue increased $9.7 million, or 9.4%, compared with 2021. The increase was due primarily to higher local currency revenue from growth across our markets reflecting good local macroeconomic conditions and consumer fundamentals and ongoing new business wins and expansion of our new solutions, partially offset by a decrease of 4.5% from the impact of foreign currencies.
United Kingdom: For 2023, United Kingdom revenue decreased $5.7 million, or 2.8%, compared with 2022. The decrease was primarily driven by the impact of a drop in volume for a one-time contract compared to the prior year and a decline in FinTech revenue, partially offset by volume growth from new products across most verticals and an increase of 0.5% from the impact of foreign currencies.
For 2022, United Kingdom revenue decreased $13.5 million, or 6.3%, compared with 2021. The decrease was primarily driven by a decrease of 10.3% from the impact of foreign currencies and a drop in volume for a one-time contract compared to the prior year, partially offset by and increase in local currency revenue due to an expansion of key product offerings.
Africa: For 2023, Africa revenue decreased $1.1 million, or 1.8%, compared to 2022. The decrease was primarily driven by a decrease of 12.8% from the impact of foreign currencies, partially offset by an increase in local currency revenue in South Africa from large customers in emerging verticals and growth in the insurance and financial services verticals.
For 2022, Africa revenue increased $2.2 million, or 3.8%, compared to 2021. The increase was due primarily to higher local currency revenue from meaningful new business wins and contract renewals as well as growth in emerging countries, partially offset by a decrease of 10.1% from the impact of foreign currencies.
India: For 2023, India revenue increased $44.6 million, or 25.6%, compared to 2022. The increase was due primarily to higher local currency revenue across all lines of business, including online, batch, consumer and commercial, partially offset by a decrease of 6.5% from the impact of foreign currencies.
For 2022, India revenue increased $41.1 million, or 30.9%, compared to 2021. The increase was due primarily to higher local currency revenue from growth in consumer lending and card issuance driven by consumers who continue to spend despite rising inflation, partially offset by a decrease of 8.4% from the impact of foreign currencies.
Asia Pacific: For 2023, Asia Pacific revenue increased $12.6 million, or 16.7%, compared to 2022. The increase was due primarily to higher local currency revenue in the Philippines from volume and batch increases in the financial services vertical and an increase in the Fintech vertical in Hong Kong, partially offset by a decrease in revenue of 0.6% from the impact of foreign currencies.
For 2022, Asia Pacific revenue increased $13.2 million, or 21.1%, due primarily to higher local currency revenue from increased volumes resulting from improved macroeconomic conditions, and new business wins, particularly in the Philippines and Hong Kong, partially offset by a decrease of 3.1% from the impact of foreign currencies.
Adjusted EBITDA
For 2023, Adjusted EBITDA increased $32.2 million due primarily to increased revenue in India and other regions as discussed above, partially offset by an increase in labor and other people-related costs to support growth initiatives in certain regions. Adjusted EBITDA margins were relatively flat as the revenue increase was largely offset by an increase in labor costs to support growth initiatives in certain regions.
For 2022, Adjusted EBITDA increased $29.2 million due primarily to increases in India and all of the other regions except the United Kingdom. Adjusted EBITDA margins increased 0.8% due primarily to an increase in local currency revenue and improving market conditions in most of our regions, partially offset by an increase in labor costs.
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Consumer Interactive Segment
Revenue
For 2023, Consumer Interactive revenue decreased $5.6 million, or 0.9%, compared with 2022, due primarily to a decrease in revenue in our Direct channel as reduced advertising and slowing macroeconomic conditions significantly reduced consumer demand for our paid credit products, partially offset by an increase in revenue in our indirect channel from breach revenue and an increase in volumes.
For 2022, Consumer Interactive revenue increased $39.5 million, or 7.2%, compared with 2021, due primarily to an increase of 15.8% from our acquisition of Sontiq, partially offset by a decrease in revenue in both of our channels. In our Indirect channel, revenue decreased due primarily to a large breach services contract which was recognized in the second half of 2021. In our Direct channel, slowing macroeconomic conditions significantly reduced consumer demand for our paid credit products.
Adjusted EBITDA
For 2023, Adjusted EBITDA decreased $4.1 million due primarily to a decrease in revenue. For 2022, Adjusted EBITDA increased $19.3 million due primarily to an increase in revenue. Adjusted EBITDA margins for both years were relatively flat as the changes in revenue were offset by changes in costs, including advertising expenses.
Non-GAAP Measures—Twelve Months Ended December 31, 2023, 2022 and 2021
In addition to the GAAP measures discussed above, Management, including our CODM, evaluates the financial performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio.
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in 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, differentialnet income (loss) attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our Board and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
Consolidated Adjusted EBITDA

Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:

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•Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations. We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations.
•Net interest expense, which is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations.
•Provision for income taxes, as reported on our Consolidated Statements of Operations.
•Depreciation and amortization, as reported on our Consolidated Statements of Operations.
•Goodwill impairment, as reported on our Consolidated Statements of Operations. We exclude goodwill impairment because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations during that period and such expense can vary significantly between periods.
•Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a creditnon-cash expense. We exclude stock-based compensation because it may not correlate to deferred state tax expense for changes in state tax rates.
Significant Changes in Assetsthe underlying performance of our business operations during the period since it is measured at the grant date fair value 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,it is subject to variability as a result of purchase accounting entriesperformance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations.
•Operating model optimization program represents employee separation costs, facility lease exit costs, and other business process optimization expenses incurred in connection with the transformation plan discussed further in “Results of Operations - Factors Affecting Our Results of Operations.” We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in selling, general and administrative and restructuring expenses on our Consolidated Statements of Operations.
•Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024 and increased the total estimated cost to approximately $240 million. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. The additional investment is expected to be approximately $90 million during 2024 and 2025 and represents the final phase of the technology investment in our global technology infrastructure and core customer applications. We expect that the accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure requires us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no disruptions to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs from our non-GAAP measures provides a better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
•Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments related to investments and call and put options, (iv) transition services agreement income, and (v) a loss on disposal of a business. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our Consolidated Statements of Operations.
•Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) currency remeasurement on foreign operations, (iii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iv) legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly
60


correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations.

Consolidated Adjusted EBITDA Margin

Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.

Adjusted Net Income

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

•Discontinued operations, net of tax (see Consolidated Adjusted EBITDA above)
•Goodwill impairment (see Consolidated Adjusted EBITDA above)
•Amortization of certain intangible assets presents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our Consolidated Statements of Operations.
•Stock-based compensation (see Consolidated Adjusted EBITDA above)
•Operating model optimization program (see Consolidated Adjusted EBITDA above)
•Accelerated technology investment (see Consolidated Adjusted EBITDA above)
•Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)
•Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.
•Total adjustments for entities acquiredincome taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in 2016Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our consolidated statement of operations.

Adjusted Diluted Earnings Per Share

Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.

Adjusted Provision for Income Taxes

Management has excluded the following items from our provision for income taxes for the periods presented:

•Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a comprehensive view of our adjusted net income.
•Excess tax expense (benefit) for stock-based compensation is the permanent difference between expenses recognized for book purposes and 2017.expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.
•Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves
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related to prior periods, and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.

Adjusted Effective Tax Rate
Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by adjusted income from continuing operations before income taxes. We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from (loss) income from continuing operations before income taxes.

Leverage Ratio
Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
For the twelve months ended December 31, 2023, 2022 and 2021, these non-GAAP measures were as follows:
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Adjusted EBITDA and Adjusted EBITDA Margin
 Twelve Months EndedChange
  December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Reconciliation of net (loss) income attributable to TransUnion to consolidated Adjusted EBITDA:
Net (loss) income attributable to TransUnion6
$(206.2)$266.3 $1,390.3 $(472.4)nm$(1,124.1)(80.8)%
Discontinued operations, net of tax0.7 (17.4)(1,031.7)18.1 nm1,014.3 (98.3)%
Net (loss) income from continuing operations attributable to TransUnion6
$(205.4)$248.9 $358.7 $(454.3)nm$(109.7)(30.6)%
Net interest expense267.5 226.2 109.2 41.3 18.3 %117.1 nm
Provision for income taxes6
44.7 118.9 131.9 (74.2)(62.4)%(13.0)(9.8)%
Depreciation and amortization524.4 519.0 377.0 5.4 1.0 %142.0 37.7 %
EBITDA6
$631.2 $1,113.1 $976.7 $(481.9)(43.3)%$136.3 14.0 %
Adjustments to EBITDA:
Goodwill impairment414.0 — — 414.0 nm— nm
Stock-based compensation100.6 81.1 70.1 19.5 24.0 %11.0 15.6 %
Operating model optimization program1
77.6 — — 77.6 nm— nm
Accelerated technology investment2,6
70.6 54.0 39.7 16.6 30.7 %14.3 36.0 %
Mergers and acquisitions, divestitures and business optimization3
34.6 50.7 52.6 (16.1)(31.8)%(1.9)(3.6)%
Net other4
15.2 46.1 19.4 (30.9)(67.0)%26.7 nm
Total adjustments to EBITDA6
$712.5 $231.9 $181.8 $480.6 nm$50.1 27.6 %
Consolidated Adjusted EBITDA6
$1,343.7 $1,344.9 $1,158.5 $(1.3)(0.1)%$186.5 16.1 %
Net (loss) income attributable to TransUnion margin 6
(5.4)%7.2 %47.0 %(12.6)%(39.8)%
Consolidated Adjusted EBITDA Margin5,6
35.1 %36.3 %39.1 %(1.2)%(2.8)%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Consists of restructuring expenses of $71.9 million related to employee separation costs and $3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business process optimization expenses included primarily in selling, general and administrative.
2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Twelve Months Ended December 31,
202320222021
Foundational Capabilities$35.8 $34.1 $27.7 
Migration Management29.6 14.6 7.3 
Program Enablement5.2 5.3 4.7 
Total accelerated technology investment$70.6 $54.0 $39.7 
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3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Twelve Months Ended December 31,
202320222021
Transaction and integration costs$30.9 $56.9 $57.2 
Post-acquisition adjustments4.3 (3.4)— 
Fair value and impairment adjustments1.6 4.0 (3.5)
Transition services agreement income(2.5)(6.8)(1.1)
Loss on business disposal0.3 — — 
Total mergers and acquisitions, divestitures and business optimization$34.6 $50.7 $52.6 
4.Net other consisted of the following adjustments:
Twelve Months Ended December 31,
202320222021
Deferred loan fee expense from debt prepayments and refinancing$9.3 $9.3 $17.9 
Currency remeasurement on foreign operations4.8 6.3 2.0 
Other debt financing expenses2.2 1.7 1.5 
Legal and regulatory expenses, net— 28.4 1.2 
Other non-operating (income) and expensea
(1.0)0.3 (3.3)
Total other adjustments$15.2 $46.1 $19.4 
a.Other non-operating (income) and expense includes a $3.5 million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region in the twelve months ended December 31, 2021.
5. Consolidated Adjusted EBITDA Margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
6. Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment.
Consolidated Adjusted EBITDA
For 2023, Consolidated Adjusted EBITDA was relatively consistent, as the increase in cost of services and selling, general and administrative expenses, excluding the operating expenses added back, was mostly offset by the increase in revenue, as disclosed in the discussions and tables above.
Adjusted EBITDA Margin decreased in 2023 primarily due to lower margins from our recent acquisitions and higher variable product costs in our U.S. Markets segment.
For 2022, Consolidated Adjusted EBITDA increased $186.5 million due primarily to an increase in Adjusted EBITDA from our recent acquisitions and the increase in revenue, partially offset by the increase in cost of services and selling, general and administrative expenses.
EBITDA Margin decreased in 2022 due primarily to lower margins from our recent acquisitions.
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Adjusted Net Income and Adjusted Earnings Per Share
Twelve Months EndedChange
December 31,2023 vs. 20222022 vs. 2021
202320222021$%$%
Reconciliation of net (loss) income attributable to TransUnion to Adjusted Net Income:
Net (loss) income attributable to TransUnion8
$(206.2)$266.3 $1,390.3 $(472.4)nm$(1,124.1)(80.8)%
Discontinued operations, net of tax0.7 (17.4)(1,031.7)18.1 nm1,014.3 (98.3)%
(Loss) income from continuing operations attributable to TransUnion8
$(205.4)$248.9 $358.7 $(454.3)nm$(109.8)(30.6)%
Pre-tax adjustments:
Goodwill impairment414.0 — — 414.0 nm— nm
Amortization of certain intangible assets293.6 306.7 189.3 (13.1)(4.3)%117.4 62.0 %
Stock-based compensation100.6 81.1 70.1 19.5 24.0 %11.0 15.7 %
Operating model optimization program1
77.6 — — 77.6 nm— nm
Accelerated technology investment2,8
70.6 54.0 39.7 16.6 30.8 %14.3 36.0 %
Mergers and acquisitions, divestitures and business optimization3
34.6 50.7 52.6 (16.1)(31.7)%(1.83)(3.5)%
Net other4
14.0 44.3 17.7 (30.3)(68.4)%26.6 nm
Total adjustments before income tax items8
$1,005.0 $536.8 $369.4 $468.2 87.2 %$167.4 45.3 %
Total adjustments for income taxes5,8
$(144.1)$(86.8)$(62.3)$(57.3)66.0 %$(24.5)39.3 %
Adjusted Net Income8
$655.4 $698.9 $665.7 $(43.5)(6.2)%$33.2 5.0 %
Weighted-average shares outstanding:
Basic193.4 192.5 191.4 0.90.5 %1.10.6 %
Diluted194.7 193.1 193.0 1.60.8 %0.10.1 %
Adjusted Earnings per Share:8
Basic$3.39 $3.63 $3.48 $(0.24)(6.7)%$0.15 4.3 %
Diluted$3.37 $3.62 $3.45 $(0.25)(7.0)%$0.17 4.9 %


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 Twelve Months Ended December 31,
202320222021
Reconciliation of diluted (loss) earnings per share from net (loss) income attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:7
Net (loss) income attributable to TransUnion8
$(1.07)$1.38 $7.20 
Discontinued operations, net of tax— (0.09)(5.35)
(Loss) income from continuing operations attributable to TransUnion8
$(1.06)$1.29 $1.86 
Adjustments before income tax items:
Goodwill impairment2.13 — — 
Amortization of certain intangible assets1.51 1.59 0.98 
Stock-based compensation0.52 0.42 0.36 
Operating model optimization program1
0.40 — — 
Accelerated technology investment2,8
0.36 0.28 0.21 
Mergers and acquisitions, divestitures and business optimization3
0.18 0.26 0.27 
Net other4
0.07 0.23 0.09 
Total adjustments before income tax items8
$5.16 $2.78 $1.91 
Total adjustments for income taxes5,8
(0.74)(0.45)(0.32)
Impact of additional dilutive shares6
$0.02 $— $— 
Adjusted Diluted Earnings per Share8
$3.37 $3.62 $3.45 
As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below.
1.Consists of restructuring expenses of $71.9 million related to employee separation costs and $3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business process optimization expenses included primarily in selling, general and administrative.
2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Twelve Months Ended December 31,
202320222021
Foundational Capabilities$35.8 $34.1 $27.7 
Migration Management29.6 14.6 7.3 
Program Enablement5.2 5.3 4.7 
Total accelerated technology investment$70.6 $54.0 $39.7 
3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Twelve Months Ended December 31,
202320222021
Transaction and integration costs$30.9 $56.9 $57.2 
Post-acquisition adjustments4.3 (3.4)— 
Fair value and impairment adjustments1.6 4.0 (3.5)
Transition services agreement income(2.5)(6.8)(1.1)
Loss on business disposal0.3 — — 
Total mergers and acquisitions, divestitures and business optimization$34.6 $50.7 $52.6 
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4.Net other consisted of the following adjustments:
Twelve Months Ended December 31,
202320222021
Deferred loan fee expense from debt prepayments and refinancing$9.3 $9.3 $17.9 
Currency remeasurement on foreign operations4.8 6.3 2.0 
Legal and regulatory expenses, net— 28.4 1.2 
Other non-operating (income) and expensea
— 0.3 (3.5)
Total other adjustments$14.0 $44.3 $17.7 
a.Other non-operating (income) and expense includes a $3.5 million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region in the twelve months ended December 31, 2021.
5.Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
6.Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional 1.3 million of dilutive securities for the twelve months ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the twelve months ended December 31, 2023.
7.For the twelve months ended December 31, 2023, each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.
8.Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment and the income tax effect of this adjustment.

Adjusted Net Income
For 2023, Adjusted Net Income decreased slightly, due primarily to an increase in cost of services and selling, general and administrative expenses and net interest expense, partially offset by the increase in revenue.
For 2022, the increase in Adjusted Net Income was due primarily to earnings from our recent acquisitions and organic growth, partially offset by an increase in interest expense.


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Adjusted Provision for Income Taxes and Effective Tax Rate
 Twelve Months Ended December 31,
202320222021
(Loss) income from continuing operations before income taxes2
$(145.3)$383.0 $505.6 
Total adjustments before income tax items from Adjusted Net Income table above2
1,005.0 536.8 369.4 
Noncontrolling interest portion of Adjusted Net Income adjustments— — (2.0)
Adjusted income from continuing operations before income taxes2
$859.7 $919.8 $873.0 
Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes
Provision for income taxes2
$(44.7)$(118.9)$(131.9)
Adjustments for income taxes:
Tax effect of above adjustments2
(135.6)(117.4)(68.8)
Eliminate impact of excess tax expenses/(benefits) for stock-based compensation3.0 (5.0)(10.8)
Other1
(11.5)35.6 17.3 
Total adjustments for income taxes2
$(144.1)$(86.8)$(62.3)
Adjusted Provision for Income Taxes2
$(188.8)$(205.7)$(194.2)
Effective tax rate2
(30.8)%31.0 %26.1 %
Adjusted Effective Tax Rate2
22.0 %22.4 %22.2 %
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Other adjustments for income taxes include:
Twelve Months Ended December 31,
202320222021
Deferred tax adjustments$(12.9)$6.7 $29.3 
Valuation allowance adjustments4.0 25.7 (4.5)
Return to provision, audit adjustments, and reserves related to prior periods(1.0)(0.3)(5.4)
Other adjustments(1.6)3.5 (2.1)
Total other adjustments$(11.5)$35.6 $17.3 
2. Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an immaterial error related to the income tax effect of an over accrual of expenses during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment and the income tax effect of this adjustment.

Adjusted Provision for Income Taxes
We reported an adjusted tax rate of 22.0%, 22.4% and 22.2%, for 2023, 2022 and 2021, respectively, each of which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases for state taxes and foreign withholding taxes, partially offset by foreign taxes in jurisdictions which have tax rates lower than the U.S. federal corporate statutory rate and the research and development credit.
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Leverage Ratio
 Twelve Months Ended December 31,
202320222021
Reconciliation of net (loss) income attributable to TransUnion to Consolidated Adjusted EBITDA:
Net (loss) income attributable to TransUnion7
$(206.2)$266.3 $1,390.3 
Discontinued operations, net of tax0.7 (17.4)(1,031.7)
(Loss) income from continuing operations attributable to TransUnion7
$(205.4)$248.9 $358.7 
Net interest expense267.5 226.2 109.2 
Provision for income taxes7
44.7 118.9 131.9 
Depreciation and amortization524.4 519.0 377.0 
EBITDA7
$631.2 $1,113.1 $976.7 
Adjustments to EBITDA:
Goodwill impairment$414.0 $— $— 
Stock-based compensation100.6 81.1 70.1 
Operating model optimization program1
77.6 — — 
Accelerated technology investment2,7
70.6 54.0 39.7 
Mergers and acquisitions, divestitures and business optimization3
34.6 50.7 52.6 
Net other4
15.2 46.1 19.4 
Total adjustments to EBITDA7
$712.5 $231.9 $181.8 
Consolidated Adjusted EBITDA7
1,343.7 1,344.9 1,158.5 
Adjusted EBITDA for Pre-Acquisition Period5
— 6.4 145.4 
Leverage Ratio Adjusted EBITDA7
$1,343.7 $1,351.3 $1,303.9 
Total debt$5,340.4 $5,670.1 $6,365.9 
Less: Cash and cash equivalents476.2 585.3 1,842.4 
Net Debt$4,864.2 $5,084.8 $4,523.5 
Ratio of Net Debt to Net (loss) income attributable to TransUnion7
(23.6)19.1 3.3 
Leverage Ratio6,7
3.6 3.8 3.5 
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Consists of restructuring expenses of $71.9 million related to employee separation costs and $3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business process optimization expenses included primarily in selling, general and administrative.
2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Twelve Months Ended December 31,
202320222021
Foundational Capabilities$35.8 $34.1 $27.7 
Migration Management29.6 14.6 7.3 
Program Enablement5.2 5.3 4.7 
Total accelerated technology investment$70.6 $54.0 $39.7 
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3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Twelve Months Ended December 31,
202320222021
Transaction and integration costs$30.9 $56.9 $57.2 
Post-acquisition adjustments4.3 (3.4)— 
Fair value and impairment adjustments1.6 4.0 (3.5)
Transition services agreement income(2.5)(6.8)(1.1)
Loss on business disposal0.3 — — 
Total mergers and acquisitions, divestitures and business optimization$34.6 $50.7 $52.6 
4.Net other consisted of the following adjustments:
Twelve Months Ended December 31,
202320222021
Deferred loan fee expense from debt prepayments and refinancing$9.3 $9.3 $17.9 
Currency remeasurement on foreign operations4.8 6.3 2.0 
Other debt financing expenses2.2 1.7 1.5 
Legal and regulatory expenses, net— 28.4 1.2 
Other non-operating (income) and expensea
(1.0)0.3 (3.3)
Total other adjustments$15.2 $46.1 $19.4 
a.Other non-operating (income) and expense includes a $3.5 million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region in the twelve months ended December 31, 2021.
5.For years in which we made significant acquisitions, we have included a twelve-month period of adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The twelve months ended December 31, 2021 includes the eleven months of Adjusted EBITDA related to Neustar and Sontiq prior to our acquisitions in December 2021. The twelve months ended December 31, 2022 includes the three months of Adjusted EBITDA related to Argus prior to our acquisition in April 2022.
6.We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.
7.Our results for the twelve months ended December 31, 2022 and 2021 have been adjusted to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment.

Our Leverage Ratio decreased in 2023 compared with 2022 due primarily to a decrease in deferred taxes as of December 31, 2017,debt due to our prepayments and scheduled repayments made throughout the year and a decrease in Adjusted EBITDA, partially offset by a corresponding decrease in cash used to make the debt payments, which was partially offset by cash generated from operations. Our Leverage Ratio increased in 2022 compared with December 31, 2016 is2021 due primarily to the one-time impactsdecrease 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 enactmentthe sale of the Act in December 2017. See “Recent Developments” above and Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 4, “Goodwill,” Note 5, Intangible Assets,” and note 13, “Income Taxes” for additional information.

non-core VF businesses.
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70





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 lineSenior Secured Revolving Line of credit.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 lineSenior Secured Revolving Line of creditCredit 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$476.2 million and $182.2$585.3 million at December 31, 20172023 and 2016,2022, respectively, of which $84.9$356.4 million and $91.3$303.4 million was held outside the United States.States in each respective period. As of December 31, 2017,2023, we had $85.0 millionno outstanding balance under the senior secured revolving lineSenior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit and could have borrowed up to the additional $215.0 million available.an available borrowing balance of $598.8 million.
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,Senior Secured Credit Facility up to the greater of an additional $1,000.0 million and may incur additional incremental loans so100% of Consolidated EBITDA. In addition, as 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. 
The balance retainedDuring the year ended December 31, 2023, we prepaid $250.0 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand. As discussed above in cash and cash equivalents is consistent with“Results of Operations - Factors Affecting our short-term cash needs and investment objectives.TheResults of Operations,” we used proceeds from the October 27, 2023 refinancing of our Senior Secured Term Loan A-3 to prepay $300.0 million of Senior Secured Term Loan B-6.
Each year, the Company 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 theour credit agreement.There were no excess cash flows for 20172023 and therefore no additional payment will be required in 2018.2024. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 13, “Debt,” for additional information about our debt.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investments in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date.
On February 8, 2024, the Company refinanced its Senior Secured Term Loan B-6. The aggregate principal amount of this debt instrument immediately following the transaction was approximately $1.9 billion. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 10, “Debt,25, “Subsequent Event,” for additional information about the refinancing.
The dividend rate was $0.105 per share in each quarter of 2023 and the third and fourth quarters of 2022, $0.095 per share in each quarter from the second quarter of 2021 to the second quarter of 2022, and $0.075 per share in the first quarter of 2021. During 2023, we paid total dividends of $81.8 million. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest. While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our debt.Board and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our Board deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board.
OnIn February 13, 2017, our board of directorsBoard authorized the repurchase of up to $300$300.0 million of our common stock over the ensuing threenext 3 years. Our board of directorsBoard removed the three-year time limitation onin February 8, 2018. Repurchases may be made from timeTo 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
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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.
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.







54


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)2023202220212023 vs. 20222022 vs. 2021
Cash provided by operating activities$468.0
 $389.9
 $309.1
 $78.1
 $80.8
Cash used in investing activities(480.8) (495.8) (197.1) 15.0
 (298.7)
Cash (used in) provided by financing activities(53.9) 153.8
 (51.3) (207.7) 205.1
Effect of exchange rate changes on cash and cash equivalents0.3
 1.1
 (5.4) (0.8) 6.5
Net change in cash and cash equivalents$(66.4) $49.0
 $55.3
 $(115.4) $(6.3)
Operating Activities
For 2017,2023, the increase in cash provided by operating activities was due primarily to prior year taxes paid on the gain from the divestiture of our Healthcare business and lower bonus and commission payments in the current year, partially offset by an increase in operating income excluding depreciation and amortization and non-cash items.interest expense. For 2016, the increase2022, decrease in cash provided by operating activities was due primarily to payments for taxes due on the increasegain on the divestiture of our Healthcare business made in revenue and decrease2022, an increase in interest expense partially offset by theand an increase in cash operating expenses.paid for accrued incentive and other compensation.
Investing Activities
For 2017,2023, the decrease in cash used in investing activities was due primarily to slightly lower cash used for acquisitions and purchases of other investments.$508.1 million in 2022, partially offset by $103.6 million of proceeds from the sale of discontinued operations. For 2016,2022, the increasedecrease in cash used in investing activities was due primarily to $508.1 million of cash used for acquisitions in 2022 compared with $3,596.1 million in 2021, partially offset by $103.6 million of proceeds from the sale of discontinued operations in 2022 compared with $1,706.8 million in 2021 and an increase in cash used to fund acquisitions.capital expenditures.
Financing Activities
For 2017,2023, the increasedecrease in cash used in financing activities was due primarily to a decrease in debt payments and cash used for our stock buy-back program and lower borrowings in 2017 compared with 2016.to pay employee taxes on restricted stock. For 2016,2022, the increasedecrease in cash provided byfrom financing activities was due primarily to additional borrowingnet debt proceeds in 20162021 to fund acquisitions.our acquisitions partially offset by an increase in debt prepayments in 2022.
Capital Expenditures
We make capital expenditures to grow our business by developing new and enhanced capabilities, to increase the effectiveness and efficiency of the organization and to reduce risks. We make capital expenditures for product development, disaster recovery, security enhancements, regulatory compliance, and the replacement and upgrade of existing equipment at the end of its useful life.
For 2017,2023, cash paid for capital expenditures increased $11.3$12.6 million to $310.7 million. For 2016,2022, cash paid for capital expenditures decreased $8.2increased $74.0 million to $298.2 million. Capital expenditures as a percent of revenue represented 8.1% and 8.0% for 2023 and 2022, respectively.
Debt
Senior Secured Credit FacilityHedges
Effective May 31, 2023, we amended all our interest rate swaps to replace the reference rate from LIBOR to Term SOFR. We applied the practical expedient for reference rate reform to continue to apply hedge accounting to the existing relationships.
72


On June 15, 2010,November 16, 2022, we entered into a senior secured credit facilityinterest rate swap agreements 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 RevolvingLine of Credit.
On August 9, 2017, we refinanced and amended certain provisions ofcounterparties that effectively fix our senior secured credit facility. Amendments to the Senior Secured Term Loan B includedvariable interest rate 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 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 marginor similar replacement debt. The new swaps commenced on December 30, 2022, 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 borrowingsexpire on the Senior Secured Revolving Line of Credit.

55


As of December 31, 2017, we had $85.02024, with a current aggregate notional amount of $1,300.0 million outstanding underthat amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the senior secured revolving line of credit and couldvariable rate on our loans. We 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 longdesignated these swap agreements 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. 
Hedgecash flow hedges.
On December 18, 2015,23, 2021, we entered into interest rate capswap agreements with various counter-partiescounterparties that effectively capfix our LIBOR exposure on a portion of our existing senior secured term loansSenior Secured Term Loan or similar replacement debt at 0.75% beginning June 30, 2016.debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,568.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these capswap agreements as cash flow hedges.
On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap commences on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount under these agreements is $1,483.5of $1,080.0 million and will continue to decreasethat amortizes each quarter until the agreement terminates on June 30, 2020. In July 2016, we beganafter it commences. The second swap requires us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the various counter-parties a fixedvariable 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 capour 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.
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.as cash flow hedges.
Effect of certain debt covenantsCertain 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 lineSenior Secured Revolving Line of creditCredit 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,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 facilitySenior 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 facilitySenior 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 testmeasurement 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, 2017,2023, we were in compliance with all debt covenants.
Our ability to meet our liquidity needs or to pay dividends on itsour 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 10,13, “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:

56


(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
201914.2
 35.3
 36.7
 97.6
 183.8
202012.5
 23.7
 43.3
 98.2
 177.7
202110.3
 12.6
 39.9
 97.2
 160.0
20226.2
 3.6
 354.9
 90.8
 455.5
Thereafter20.2
 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 10,13, “Debt,” Note 14, “Leases” and Note 22, “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.2023.
Application of Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”). The notesSee Part II, Item 8, “Financial Statements and Supplementary Data — Notes to our consolidated financial statements include disclosuresConsolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” for additional information about our significant accounting policies. These accountingand reporting policies that require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities.
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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, 2017,2023, our consolidated balance sheetConsolidated Balance Sheet included goodwill of $2,368.8 million. As of December 31, 2017, we had no other indefinite-lived intangible assets.$5,176.0 million. We test goodwill and indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or on an interim basis if there is an indicatormore of impairment.our reporting units exceeds its fair value. We have the option to first considerperform a qualitative factorsanalysis to determine if it is more likely than not that the fair value of anya reporting unitsunit is less than its carrying amount.value. If the qualitative assessmentanalysis indicates that an impairmentimpairment 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 also have the option to bypass the qualitative goodwill impairment tests, we analyze actual and projectedanalysis for any reporting unit growth trendsand 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 andthat 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 requiremethod, and a market approach, using the guideline public company method. The quantitative impairment test requires the application of a number of significant assumptions, including projectionsestimates 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 theeach reporting unitsunit are based on thehistorical experience and internal operating plans reviewed by management. The projectionsmanagement, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of future exchange rates werecapital 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 rateGuideline Public Company Method using comparable publicly traded company multiples of interest and estimated risk premiumsEBITDA 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 quantitativeimpairment analysis are reasonable and consistent with assumptions that would be used by other marketplace participants. SuchHowever, such assumptions are however, inherently uncertain, and differenta change in assumptions could leadchange the estimated fair values of our reporting units and, therefore, future impairment charges could be required, which could be material to the consolidated financial statements. In order to ensure the assumptions used in the analysis are reasonable, we reconcile the sum of the fair value of the reporting units to our market capitalization adjusted for an estimated control premium.
When we perform a differentquantitative impairment test, we engage a third-party valuation specialist to assist in our analysis of the fair value of our reporting units. All judgments, significant assumptions and estimates, and forecasts are either provided by or reviewed by us. While we choose to utilize a third-party valuation specialist for assistance, the fair value analyses reflect the conclusions of management and not those of any third party.
Third Quarter Interim Impairment Test for United Kingdom Reporting Unit
During the three months ended September 30, 2023, we identified a triggering event requiring an interim impairment assessment for aour United Kingdom reporting unit, that could resultwhich resulted in a materialgoodwill impairment of $414.0 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures and rising interest rates increasingly impacted our United Kingdom business for the third quarter and the near-term outlook. Due to these factors, management believes the U.K. recovery will take longer, and will be at a slower pace, than previously expected. As a result, we revised our short-term and mid-term forecasts for revenue and EBITDA expectations for our United Kingdom reporting unit. These factors particularly impacted the online-only FinTech lenders that would adversely affectrepresent the largest vertical within our results of operations.United Kingdom reporting unit. These lenders experienced declines in their access to capital impacting their ability to lend and in some cases leading to bankruptcies.

Annual Impairment Test
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During 2017, 2016 and 2015, there were no impairments of goodwill or other indefinite-lived intangible assets. For 2017,our 2023 annual impairment test, we performedelected to bypass the qualitative goodwill impairment analysis similar to 2022 and 2021, and instead performed a quantitative goodwill impairment test for all reporting units. For each of our reporting units, the fair value exceeded the carrying value and the results ofno impairment was recorded. For our tests indicated that it was not more likely than not that the goodwill in anyUnited Kingdom reporting unit, was impaired, with the exceptionfair value approximates the carrying value as a result of Africa. For Africa, we also performed the quantitative test and determined that no impairment existed. Further, a 10% decreaserecorded in the estimated cash flows or a 10% increase inthree months ended September 30, 2023. Our annual impairment test for the discount rate would not result in a material impairment.
Long-Lived Depreciable and Amortizable Assets
United Kingdom reporting unit indicated no further impairment was required. As of December 31, 2017,2023, we had $288.8 million of goodwill for our consolidated balance sheet included fixed assetsUnited Kingdom reporting unit, and an accumulated goodwill impairment 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$414.0 million. Additionally, we did not identify any triggering events in the fourth quarter subsequent to amortizationour annual test that would require an interim impairment test 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 comparisonany of the carrying amount of an asset group toreporting units.
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We believe 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, anassumptions that we used in our interim and annual 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 to be disposed of 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. When a long-lived asset group is testedassessments for recoverability, 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 flows 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 thatour United Kingdom reporting unit are reasonable and consistent with assumptions that would be used by other marketplace participants. Such estimates, however,However, such assumptions are inherently uncertain, and estimates using differenta change in assumptions or different valuation techniques, could change the estimated fair value of our United Kingdom reporting unit. Therefore, future impairments of our United Kingdom reporting unit could be required, which could be material to the consolidated financial statements.
We performed a sensitivity assessment for the significant assumptions used with the annual goodwill impairment analysis for the United Kingdom reporting unit as of October 31, 2023:
•A hypothetical 50 basis point increase to the discount rate, holding all other assumptions constant, would result in significantly different results. During 2017, 2016 and 2015, there were no materiala further impairment charges.expense of approximately $35 million determined by the income approach.
•A hypothetical decrease in the expected average annual revenue growth rate of approximately 70 basis points over the entire forecast period, holding all other assumptions constant, would result in a further impairment expense of approximately $30 million determined by the income approach.
•A hypothetical decrease in the expected EBITDA margins of 150 basis points in each year over the entire forecast period, holding all other assumptions constant, would result in a further impairment expense of $30 million determined by the income approach.
Legal Contingencies
In the ordinary course of business, weWe 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 onsubstantial or indeterminate or when the facts currently known. Due to the uncertainties inherentproceedings or investigations are in the investigation andearly 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 litigationlegal 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 litigationlegal 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, 20172023 and 2016,2022, we accrued $46.3$147.8 million and $35.9$125.0 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 sheetsConsolidated Balance Sheets and the associated expenses were recorded in selling, general and administrative expenses in the consolidated statementsConsolidated Statements of income.Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
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See Part I, Item 3, “Legal Proceedings” and Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 18,23, “Contingencies,” for further information.

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Income Taxes
As of December 31, 2017, TransUnion’s consolidated balance sheet2023, our Consolidated Balance Sheet included noncurrentnon-current deferred tax liabilities of $419.4$592.9 million. Certain deferred tax assets, including net operating loss and foreign tax credit carryforwards, may be deducted from future taxable income in computing our federal income tax liability. Our deferred tax liability includes deferred tax assets and liabilities resulting from net operating loss and foreignlosses, tax credit carryforwards and temporary differences, and unrecognized tax benefits for uncertain tax positions.differences.
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 $228.0 million, net of valuation allowances of $104.7 million. Our estimate of the amount of the deferred tax asset we can realize requires significant assumptions about projected revenues and income that are impacted by future market and economic conditions. We believe the judgments and estimates used are reasonable, but events may arise that were not anticipated and the outcome of tax audits may differ significantly from what is expected.
Recent Accounting Pronouncements
For information about recent accounting pronouncements and the potential impact on our consolidated financial statements, see Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies.”
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, we are exposed to market risk, primarily from changes in variable interest rates and foreign currency exchange rates, which could impact our results of operations and financial position. We manage the exposure to this market risk through our regular operating and financing activities. We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes.
Interest Rate Risk
Our Senior Secured Credit Facility consists of senior secured term loans and a $600.0 million Senior Secured Revolving Line of Credit. The variable interest rates on these borrowings are based, at our election, on SOFR or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. As of December 31, 2023, essentially all of our outstanding debt was variable-rate debt, and had a weighted-average interest rate of 7.33% and a weighted-average life of 4.07 years. During 2023, a 10% change in the average Term SOFR rates utilized in the calculation of our actual interest expense would have increased our interest expense by approximately $8.0 million for the year.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,300.0 million that amortizes each quarter. The new swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,568.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,080.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 13, “Income Taxes”“Debt,” for additional information about the impact the Act hadinterest rates on our debt.
Foreign Currency Exchange Rate Risk
A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we transact business in a number of foreign currencies, including British pounds sterling, the South African rand, the Canadian dollar, the Indian rupee, the Colombian peso and the Brazilian real. In reporting the results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currencies.
We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate in our Consolidated Balance Sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our Consolidated Statements of Operations. The resulting translation adjustment is included in other comprehensive income, taxes.as a component of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expense as incurred.
In 2023, revenue attributable to our International segment was $825.3 million, and Adjusted EBITDA attributable to our International segment was $361.5 million. A 10% change in the value of the U.S. dollar relative to a basket of the currencies for all foreign countries in which we had operations during 2023 would have changed our revenue by $82.5 million and our Adjusted EBITDA by $36.2 million. We derive an insignificant amount of international revenue and Adjusted EBITDA from our U.S. Markets and Consumer Interactive segments.
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A 10% change in the value of the U.S. dollar relative to a basket of currencies for all foreign countries in which we had operations would not have had a significant impact on our 2023 realized foreign currency transaction gains and losses.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP (PCAOB ID 238)
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Consolidated Balance Sheets
83
Consolidated Statements of Operations
84
Consolidated Statements of Comprehensive Income (Loss)
85
Consolidated Statements of Cash Flows
86
Consolidated Statements of Stockholders’ Equity
87
Notes to Consolidated Financial Statements
90
Notes to Consolidated Financial Statements


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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of TransUnion

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of TransUnion and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls over (i) certain information used in the interim goodwill impairment test and (ii) the classification of certain costs between cost of services and selling, general and administrative expenses in the consolidated statement of operations.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Interim Goodwill Impairment Assessment – United Kingdom Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,176 million as of December 31, 2023, of which $288.8 million was recorded at the United Kingdom reporting unit. Management conducts an impairment test annually in the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. For each reporting unit, management compares the fair value to its carrying value including goodwill. If the fair value of the reporting unit is less than its carrying value, management records an impairment charge based on that difference, up to the amount of goodwill recorded in that reporting unit. During the three months ended September 30, 2023, management identified a triggering event requiring an interim impairment assessment for the United Kingdom reporting unit, due to worsening macroeconomic conditions from inflationary pressures and rising interest rates, which resulted in a goodwill impairment of $414.0 million. When management performs a quantitative impairment test, they use a combination of an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method, to determine the fair value of each reporting unit. Management’s estimate of fair value requires the application of a number of significant assumptions, including estimates of future revenue growth rates, earnings before interest, taxes, depreciation and amortization (EBITDA) margins, discount rates, and market multiples.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the United Kingdom reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the United Kingdom reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future revenue growth rates, EBITDA margins, the discount rate, and market multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of certain controls relating to management’s goodwill impairment assessment, including controls over the valuation of the United Kingdom reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the United Kingdom reporting unit; (ii) evaluating the appropriateness of the discounted cash flow method and guideline public company method used by management; (iii) testing the completeness and accuracy of underlying data used in the valuation methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to future revenue growth rates, EBITDA margins, the discount rate, and market multiple. Evaluating management’s assumptions related to future
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revenue growth rates and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the United Kingdom reporting unit; (ii) the consistency with external market data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and guideline public company method and (ii) the reasonableness of the discount rate and market multiple assumptions.


/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 28, 2024

We have served as the Company’s auditor since 2020.
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TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets
(in millions, except per share data)
 December 31,
2023		December 31,
2022
Assets
Current assets:
Cash and cash equivalents$476.2 $585.3 
Trade accounts receivable, net of allowance of $16.4 and $11.0723.0 602.2 
Other current assets275.9 262.7 
Total current assets1,475.1 1,450.2 
Property, plant and equipment, net of accumulated depreciation and amortization of $804.4 and $711.3199.3 218.2 
Goodwill5,176.0 5,551.4 
Other intangibles, net of accumulated amortization of $2,719.8 and $2,268.63,515.3 3,675.5 
Other assets739.4 771.0 
Total assets$11,105.1 $11,666.3 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$251.3 $250.4 
Short-term debt and current portion of long-term debt89.6 114.6 
Other current liabilities661.8 540.5 
Total current liabilities1,002.7 905.5 
Long-term debt5,250.8 5,555.5 
Deferred taxes592.9 762.0 
Other liabilities153.2 173.9 
Total liabilities6,999.6 7,396.9 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022, respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively2.0 2.0 
Additional paid-in capital2,412.9 2,290.3 
Treasury stock at cost; 6.2 million and 6.0 million shares at December 31, 2023 and December 31, 2022, respectively(302.9)(284.5)
Retained earnings2,157.1 2,446.6 
Accumulated other comprehensive loss(260.9)(284.5)
Total TransUnion stockholders’ equity4,008.2 4,169.9 
Noncontrolling interests97.3 99.5 
Total stockholders’ equity4,105.5 4,269.4 
Total liabilities and stockholders’ equity$11,105.1 $11,666.3 
See accompanying notes to consolidated financial statements.

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Table of Contents
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Operations
(in millions, except per share data)
Twelve Months Ended December 31,
 202320222021
Revenue$3,831.2 $3,709.9 $2,960.2 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)1,517.3 1,385.1 1,022.3 
Selling, general and administrative1,171.6 1,179.4 909.0 
Depreciation and amortization524.4 519.0 377.0 
Goodwill impairment414.0 — — 
Restructuring75.3 — — 
Total operating expenses3,702.7 3,083.5 2,308.3 
Operating income128.5 626.3 651.9 
Non-operating income and (expense)
Interest expense(288.2)(230.9)(112.6)
Interest income20.7 4.7 3.4 
Earnings from equity method investments16.3 13.0 12.0 
Other income and (expense), net(22.7)(30.0)(49.2)
Total non-operating income and (expense)(273.9)(243.3)(146.3)
(Loss) income from continuing operations before income taxes(145.3)383.0 505.6 
Provision for income taxes(44.7)(118.9)(131.9)
(Loss) income from continuing operations(190.1)264.1 373.7 
Discontinued operations, net of tax(0.7)17.4 1,031.7 
Net (loss) income(190.8)281.5 1,405.4 
Less: net income attributable to noncontrolling interests(15.4)(15.2)(15.0)
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 
(Loss) income from continuing operations$(190.1)$264.1 $373.7 
Less: income from continuing operations attributable to noncontrolling interests(15.4)(15.2)(15.0)
(Loss) income from continuing operations attributable to TransUnion(205.4)248.9 358.7 
Discontinued operations, net of tax(0.7)17.4 1,031.7 
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 
Basic (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.87 
Discontinued operations, net of tax— 0.09 5.39 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.26 
Diluted (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.86 
Discontinued operations, net of tax— 0.09 5.35 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.20 
Weighted-average shares outstanding:
Basic193.4 192.5 191.4 
Diluted193.4 193.1 193.0 
As a result of displaying amounts in millions, and for the calculation of earnings per share, rounding differences may exist in the table above. See accompanying notes to consolidated financial statements.
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Consolidated Statements of Comprehensive Income (Loss)
(in millions)
Twelve Months Ended December 31,
 202320222021
Net (loss) income$(190.8)$281.5 $1,405.4 
Other comprehensive (loss) income:
         Foreign currency translation:
               Foreign currency translation adjustment81.1 (195.7)(66.4)
               (Expense) benefit for income taxes(2.0)(0.7)0.3 
         Foreign currency translation, net79.1 (196.4)(66.1)
  Hedge instruments:
              Net change on interest rate swap(75.5)260.1 67.3 
              Benefit (provision) for income taxes18.9 (64.9)(16.8)
         Hedge instruments, net(56.6)195.2 50.5 
         Available-for-sale securities:
              Net unrealized loss— (0.3)— 
              Benefit for income taxes— 0.1 — 
         Available-for-sale securities, net— (0.2)— 
Total other comprehensive income (loss), net of tax22.5 (1.4)(15.6)
Comprehensive (loss) income(168.3)280.1 1,389.8 
Less: comprehensive income attributable to noncontrolling interests(14.3)(12.9)(12.7)
Comprehensive (loss) income attributable to TransUnion$(182.6)$267.2 $1,377.1 
See accompanying notes to consolidated financial statements.


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Consolidated Statements of Cash Flows
(in millions)
Twelve Months Ended December 31,
 202320222021
Cash flows from operating activities:
Net (loss) income$(190.8)$281.5 $1,405.4 
Less: Discontinued operations, net of tax(0.7)17.4 1,031.7 
(Loss) income from continuing operations(190.1)264.1 373.7 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization524.4 519.0 377.0 
Goodwill impairment414.0 — — 
Loss on repayment of loans7.6 9.4 17.9 
Deferred taxes(162.7)(88.9)(17.2)
Stock-based compensation100.3 82.8 69.2 
Other26.0 22.6 (13.1)
Changes in assets and liabilities:
Trade accounts receivable(135.1)(37.5)(36.2)
Other current and long-term assets(12.7)(17.7)(20.9)
Trade accounts payable(6.5)(16.5)41.5 
Other current and long-term liabilities80.4 (436.3)(32.5)
Cash provided by operating activities of continuing operations645.6 301.0 759.4 
Cash (used in) provided by operating activities of discontinued operations(0.2)(3.8)48.9 
Cash provided by operating activities645.4 297.2 808.3 
Cash flows from investing activities:
Capital expenditures(310.7)(298.2)(224.2)
Proceeds from sale/maturity of other investments82.3 143.5 36.3 
Purchases of other investments(53.5)(146.1)(66.9)
Investments in consolidated affiliates, net of cash acquired— (508.1)(3,596.1)
Investments in nonconsolidated affiliates and purchase of convertible notes(36.9)(16.2)(75.4)
(Payments) proceeds related to disposal of discontinued operations(0.5)103.6 1,706.8 
Other0.4 2.7 (1.1)
Cash used in investing activities of continuing operations(318.9)(718.8)(2,220.6)
Cash (used in) provided by investing activities of discontinued operations— (5.1)7.7 
Cash used in investing activities(318.9)(723.9)(2,212.9)
Cash flows from financing activities:
Proceeds from Term Loans655.8 — 3,740.0 
Repayments of Term Loans(347.7)— (640.0)
Repayments of debt(650.0)(714.6)(140.8)
Debt financing fees(3.3)— (68.8)
Proceeds from issuance of common stock and exercise of stock options23.1 18.7 21.9 
Dividends to shareholders(81.8)(77.8)(69.8)
Employee taxes paid on restricted stock units recorded as treasury stock(18.4)(32.5)(36.8)
Payment of contingent consideration— (2.8)(32.4)
Distributions to noncontrolling interests(16.5)(11.5)(11.0)
Cash (used in) provided by financing activities of continuing operations(438.8)(820.5)2,762.3 
Effect of exchange rate changes on cash and cash equivalents3.2 (9.9)(8.0)
Net change in cash and cash equivalents(109.1)(1,257.1)1,349.7 
Cash and cash equivalents, beginning of period585.3 1,842.4 492.7 
Cash and cash equivalents, end of period$476.2 $585.3 $1,842.4 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest$281.2 $221.1 $109.1 
Income taxes, net of refunds$206.4 $573.6 $181.2 
See accompanying notes to consolidated financial statements.
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Consolidated Statements of Stockholders’ Equity
(in millions)
 Common Stock      
 SharesAmountPaid-In
Capital		Treasury
Stock		Retained EarningsAccumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2020190.5 $2.0 $2,088.1 $(215.2)$937.4 $(272.1)$95.9 $2,636.1 
Net income— — — — 1,390.3 — 15.0 1,405.4 
Other comprehensive loss— — — — — (13.3)(2.3)(15.6)
Distributions to noncontrolling interests— — — — — — (11.0)(11.0)
Stock-based compensation— — 75.7 — — — — 75.7 
Employee share purchase plan0.2 — 22.2 — — — — 22.2 
Exercise of stock options0.3 — 2.9 — — — — 2.9 
Vesting of restricted stock units and performance stock units1.2 — — — — — — — 
Treasury stock purchased(0.4)— — (36.8)— — — (36.8)
Dividends to shareholders— — — — (69.9)— — (69.9)
Other— — — — — — 0.5 0.5 
Balance, December 31, 2021191.8 $2.0 $2,188.9 $(252.0)$2,257.8 $(285.4)$98.1 $4,009.4 
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Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
Common Stock
SharesAmountPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2021191.8 $2.0 $2,188.9 $(252.0)$2,257.8 $(285.4)$98.1 $4,009.4 
Net income— — — — 266.3 — 15.2 281.5 
Other comprehensive income (loss)— — — — — 0.9 (2.3)(1.4)
Distributions to noncontrolling interests— — — — — — (11.5)(11.5)
Stock-based compensation— — 79.6 — — — — 79.6 
Employee share purchase plan0.2 — 21.0 — — — — 21.0 
Exercise of stock options0.1 — 0.8 — — — — 0.8 
Vesting of restricted stock units and performance stock units0.9 — — — — — — — 
Treasury stock purchased(0.3)— — (32.5)— — — (32.5)
Dividends to shareholders— — — — (77.5)— — (77.5)
Balance, December 31, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
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Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
 Common Stock
 SharesAmountPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
Net loss— — — — (206.2)— 15.4 (190.8)
Other comprehensive income (loss)— — — — — 23.6 (1.1)22.5 
Distributions to noncontrolling interests— — — — — — (16.5)(16.5)
Stock-based compensation— — 95.6 — — — — 95.6 
Employee share purchase plan0.4 — 26.4 — — — — 26.4 
Exercise of stock options0.1 — 0.6 — — — — 0.6 
Vesting of restricted stock units and performance stock units0.8 — — — — — — — 
Treasury stock purchased(0.2)— — (18.4)— — — (18.4)
Dividends to shareholders— — — — (83.3)— — (83.3)
Balance, December 31, 2023193.8 $2.0 $2,412.9 $(302.9)$2,157.1 $(260.9)$97.3 $4,105.5 
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
Years Ended December 31, 2023, 2022 and 2021
(Tabular amounts in millions, except per share amounts)
1. Significant Accounting and Reporting Policies
Description of Business
TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to link and match our expanding high-quality datasets. We use this enriched data and analytics, combined with our expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions. Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information, and take precautions against identity theft.
Our addressable market includes the global data and analytics market, which continues to grow as companies around the world increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services. We leverage our differentiated capabilities in order to serve a global customer base across multiple geographies and industry verticals.
Basis of Presentation
The accompanying consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Our consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the periods presented. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. We have recast certain items, including the prior year’s revenue disaggregation disclosures in Note 21, “Reportable Segments,” to conform to the current year presentation.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Revision of Previously Issued Financial Statements
The Company identified an error in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations, which resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. This error was incremental to the classification error of employee costs related to certain of our recent acquisitions that was identified in the second quarter of 2023. In addition, the Company identified an overstatement of the supplemental disclosure for cash paid for interest on its Consolidated Statements of Cash Flows for the twelve months ended December 31, 2022.
The Company concluded that, while the expense classification errors and supplemental cash paid for interest disclosure were not material to its consolidated financial statements taken as a whole, it should revise its previously issued consolidated financial statements to correct the errors. In doing so, the Company has also corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. Accordingly, the Company has revised its previously issued Consolidated Statements of Operations, Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows, and Consolidated Statements of Stockholders' Equity for the twelve months ended
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December 31, 2022 and 2021 to correct for these errors that are not material within these consolidated financial statements taken as a whole. The impact of the revisions is presented below.

Consolidated Statements of Operations
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$1,222.9 $162.2 $1,385.1 $991.6 $30.7 $1,022.3 
Selling, general and administrative1,337.4 (158.0)1,179.4 943.9 (34.9)909.0 
Total operating expenses3,079.3 4.2 3,083.5 2,312.5 (4.2)2,308.3 
Operating income630.5 (4.2)626.3 647.7 4.2 651.9 
Income from continuing operations before income taxes387.2 (4.2)383.0 501.4 4.2 505.6 
Provision for income taxes(119.9)1.0 (118.9)(130.9)(1.0)(131.9)
Income from continuing operations267.3 (3.2)264.1 370.5 3.2 373.7 
Net income284.7 (3.2)281.5 1,402.2 3.2 1,405.4 
Net income attributable to TransUnion269.5 (3.2)266.3 1,387.1 3.2 1,390.3 
Income from continuing operations attributable to TransUnion252.1 (3.2)248.9 355.5 3.2 358.7 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$1.31 $(0.02)$1.29 $1.86 $0.02 $1.87 
Net income attributable to TransUnion$1.40 $(0.02)$1.38 $7.25 $0.02 $7.26 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$1.31 $(0.02)$1.29 $1.84 $0.02 $1.86 
Net income attributable to TransUnion$1.40 $(0.02)$1.38 $7.19 $0.02 $7.20 

Consolidated Statements of Comprehensive Income (Loss)
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$284.7 $(3.2)$281.5 $1,402.2 $3.2 $1,405.4 
Comprehensive income283.3 (3.2)280.1 1,386.6 3.2 1,389.8 
Comprehensive income attributable to TransUnion270.4 (3.2)267.2 1,373.9 3.2 1,377.1 
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Consolidated Statements of Cash Flows
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$284.7 $(3.2)$281.5 $1,402.2 $3.2 $1,405.4 
Income from continuing operations267.3 (3.2)264.1 370.5 3.2 373.7 
Trade accounts payable(20.7)4.2 (16.5)45.7 (4.2)41.5 
Other current and long-term liabilities(435.3)(1.0)(436.3)(33.5)1.0 (32.5)
Cash provided by operating activities of continuing operations301.0 — 301.0 759.4 — 759.4 
The Company revised its supplemental disclosure for cash paid for interest for the twelve months ended December 31, 2022 by $91.2 million, reducing it from the previously reported amount of $312.3 million to $221.1 million as revised.
Consolidated Statements of Stockholders’ Equity
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Retained Earnings, Beginning Period Balance$2,254.6 $3.2 $2,257.8 $937.4 $— $937.4 
Net income269.5 (3.2)266.3 1,387.1 3.2 1,390.3 
Retained Earnings, Ending Period Balance$2,446.6 $— $2,446.6 $2,254.6 $3.2 $2,257.8 
Total Equity Beginning Period Balance$4,006.2 $3.2 $4,009.4 $2,636.1 $— $2,636.1 
Net income284.7 (3.2)281.5 1,402.2 3.2 1,405.4 
Total Equity Ending Period Balance$4,269.4 $— $4,269.4 $4,006.2 $3.2 $4,009.4 
The Company will also revise previously reported quarterly and year-to-date financial information for these errors in its future filings, as applicable. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued consolidated financial statements for each quarterly and year-to-date period is presented in Note 26, “Quarterly Financial Data (Unaudited).”
Principles of Consolidation
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
Segments
Operating segments are businesses for which separate financial information is available and evaluated regularly by our chief operating decision maker (“CODM”) deciding how to allocate resources and assess performance. We have three operating and
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reportable segments; U.S. Markets, International and Consumer Interactive. We also report expenses for Corporate, which provides support services to each segment. Details of our segment results are discussed in Note 21, “Reportable Segments.”
Revenue Recognition and Deferred Revenue
All of our revenue is derived from contracts with our customers and is reported as revenue in the Consolidated Statements of Operations generally as or at the point in time our performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations; those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.
Deferred revenue generally consists of amounts billed in excess of revenue recognized for the sale of data services, subscriptions and set up fees. The current and long-term portions of deferred revenue are included in other current liabilities and other liabilities.
See Note 16, “Revenue,” for a further discussion about our revenue recognition policies.
Costs of Services
Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions. Advertising costs are expensed as incurred. Advertising costs, which include commissions we pay to our partners to promote our products online, for the years ended December 31, 2023, 2022 and 2021 were $64.2 million, $87.7 million and $92.9 million, respectively.
Stock-Based CompensationConsolidated Balance Sheets
(in millions, except per share data)
 December 31,
2023		December 31,
2022
Assets
Current assets:
Cash and cash equivalents$476.2 $585.3 
Trade accounts receivable, net of allowance of $16.4 and $11.0723.0 602.2 
Other current assets275.9 262.7 
Total current assets1,475.1 1,450.2 
Property, plant and equipment, net of accumulated depreciation and amortization of $804.4 and $711.3199.3 218.2 
Goodwill5,176.0 5,551.4 
Other intangibles, net of accumulated amortization of $2,719.8 and $2,268.63,515.3 3,675.5 
Other assets739.4 771.0 
Total assets$11,105.1 $11,666.3 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$251.3 $250.4 
Short-term debt and current portion of long-term debt89.6 114.6 
Other current liabilities661.8 540.5 
Total current liabilities1,002.7 905.5 
Long-term debt5,250.8 5,555.5 
Deferred taxes592.9 762.0 
Other liabilities153.2 173.9 
Total liabilities6,999.6 7,396.9 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022, respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively2.0 2.0 
Additional paid-in capital2,412.9 2,290.3 
Treasury stock at cost; 6.2 million and 6.0 million shares at December 31, 2023 and December 31, 2022, respectively(302.9)(284.5)
Retained earnings2,157.1 2,446.6 
Accumulated other comprehensive loss(260.9)(284.5)
Total TransUnion stockholders’ equity4,008.2 4,169.9 
Noncontrolling interests97.3 99.5 
Total stockholders’ equity4,105.5 4,269.4 
Total liabilities and stockholders’ equity$11,105.1 $11,666.3 
See accompanying notes to consolidated financial statements.

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Consolidated Statements of Operations
(in millions, except per share data)
Twelve Months Ended December 31,
 202320222021
Revenue$3,831.2 $3,709.9 $2,960.2 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)1,517.3 1,385.1 1,022.3 
Selling, general and administrative1,171.6 1,179.4 909.0 
Depreciation and amortization524.4 519.0 377.0 
Goodwill impairment414.0 — — 
Restructuring75.3 — — 
Total operating expenses3,702.7 3,083.5 2,308.3 
Operating income128.5 626.3 651.9 
Non-operating income and (expense)
Interest expense(288.2)(230.9)(112.6)
Interest income20.7 4.7 3.4 
Earnings from equity method investments16.3 13.0 12.0 
Other income and (expense), net(22.7)(30.0)(49.2)
Total non-operating income and (expense)(273.9)(243.3)(146.3)
(Loss) income from continuing operations before income taxes(145.3)383.0 505.6 
Provision for income taxes(44.7)(118.9)(131.9)
(Loss) income from continuing operations(190.1)264.1 373.7 
Discontinued operations, net of tax(0.7)17.4 1,031.7 
Net (loss) income(190.8)281.5 1,405.4 
Less: net income attributable to noncontrolling interests(15.4)(15.2)(15.0)
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 
(Loss) income from continuing operations$(190.1)$264.1 $373.7 
Less: income from continuing operations attributable to noncontrolling interests(15.4)(15.2)(15.0)
(Loss) income from continuing operations attributable to TransUnion(205.4)248.9 358.7 
Discontinued operations, net of tax(0.7)17.4 1,031.7 
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 
Basic (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.87 
Discontinued operations, net of tax— 0.09 5.39 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.26 
Diluted (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.86 
Discontinued operations, net of tax— 0.09 5.35 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.20 
Weighted-average shares outstanding:
Basic193.4 192.5 191.4 
Diluted193.4 193.1 193.0 
As a result of displaying amounts in millions, and for the calculation of earnings per share, rounding differences may exist in the table above. See accompanying notes to consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(in millions)
Twelve Months Ended December 31,
 202320222021
Net (loss) income$(190.8)$281.5 $1,405.4 
Other comprehensive (loss) income:
         Foreign currency translation:
               Foreign currency translation adjustment81.1 (195.7)(66.4)
               (Expense) benefit for income taxes(2.0)(0.7)0.3 
         Foreign currency translation, net79.1 (196.4)(66.1)
  Hedge instruments:
              Net change on interest rate swap(75.5)260.1 67.3 
              Benefit (provision) for income taxes18.9 (64.9)(16.8)
         Hedge instruments, net(56.6)195.2 50.5 
         Available-for-sale securities:
              Net unrealized loss— (0.3)— 
              Benefit for income taxes— 0.1 — 
         Available-for-sale securities, net— (0.2)— 
Total other comprehensive income (loss), net of tax22.5 (1.4)(15.6)
Comprehensive (loss) income(168.3)280.1 1,389.8 
Less: comprehensive income attributable to noncontrolling interests(14.3)(12.9)(12.7)
Comprehensive (loss) income attributable to TransUnion$(182.6)$267.2 $1,377.1 
See accompanying notes to consolidated financial statements.


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Consolidated Statements of Cash Flows
(in millions)
Twelve Months Ended December 31,
 202320222021
Cash flows from operating activities:
Net (loss) income$(190.8)$281.5 $1,405.4 
Less: Discontinued operations, net of tax(0.7)17.4 1,031.7 
(Loss) income from continuing operations(190.1)264.1 373.7 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization524.4 519.0 377.0 
Goodwill impairment414.0 — — 
Loss on repayment of loans7.6 9.4 17.9 
Deferred taxes(162.7)(88.9)(17.2)
Stock-based compensation100.3 82.8 69.2 
Other26.0 22.6 (13.1)
Changes in assets and liabilities:
Trade accounts receivable(135.1)(37.5)(36.2)
Other current and long-term assets(12.7)(17.7)(20.9)
Trade accounts payable(6.5)(16.5)41.5 
Other current and long-term liabilities80.4 (436.3)(32.5)
Cash provided by operating activities of continuing operations645.6 301.0 759.4 
Cash (used in) provided by operating activities of discontinued operations(0.2)(3.8)48.9 
Cash provided by operating activities645.4 297.2 808.3 
Cash flows from investing activities:
Capital expenditures(310.7)(298.2)(224.2)
Proceeds from sale/maturity of other investments82.3 143.5 36.3 
Purchases of other investments(53.5)(146.1)(66.9)
Investments in consolidated affiliates, net of cash acquired— (508.1)(3,596.1)
Investments in nonconsolidated affiliates and purchase of convertible notes(36.9)(16.2)(75.4)
(Payments) proceeds related to disposal of discontinued operations(0.5)103.6 1,706.8 
Other0.4 2.7 (1.1)
Cash used in investing activities of continuing operations(318.9)(718.8)(2,220.6)
Cash (used in) provided by investing activities of discontinued operations— (5.1)7.7 
Cash used in investing activities(318.9)(723.9)(2,212.9)
Cash flows from financing activities:
Proceeds from Term Loans655.8 — 3,740.0 
Repayments of Term Loans(347.7)— (640.0)
Repayments of debt(650.0)(714.6)(140.8)
Debt financing fees(3.3)— (68.8)
Proceeds from issuance of common stock and exercise of stock options23.1 18.7 21.9 
Dividends to shareholders(81.8)(77.8)(69.8)
Employee taxes paid on restricted stock units recorded as treasury stock(18.4)(32.5)(36.8)
Payment of contingent consideration— (2.8)(32.4)
Distributions to noncontrolling interests(16.5)(11.5)(11.0)
Cash (used in) provided by financing activities of continuing operations(438.8)(820.5)2,762.3 
Effect of exchange rate changes on cash and cash equivalents3.2 (9.9)(8.0)
Net change in cash and cash equivalents(109.1)(1,257.1)1,349.7 
Cash and cash equivalents, beginning of period585.3 1,842.4 492.7 
Cash and cash equivalents, end of period$476.2 $585.3 $1,842.4 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest$281.2 $221.1 $109.1 
Income taxes, net of refunds$206.4 $573.6 $181.2 
See accompanying notes to consolidated financial statements.
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Consolidated Statements of Stockholders’ Equity
(in millions)
 Common Stock      
 SharesAmountPaid-In
Capital		Treasury
Stock		Retained EarningsAccumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2020190.5 $2.0 $2,088.1 $(215.2)$937.4 $(272.1)$95.9 $2,636.1 
Net income— — — — 1,390.3 — 15.0 1,405.4 
Other comprehensive loss— — — — — (13.3)(2.3)(15.6)
Distributions to noncontrolling interests— — — — — — (11.0)(11.0)
Stock-based compensation— — 75.7 — — — — 75.7 
Employee share purchase plan0.2 — 22.2 — — — — 22.2 
Exercise of stock options0.3 — 2.9 — — — — 2.9 
Vesting of restricted stock units and performance stock units1.2 — — — — — — — 
Treasury stock purchased(0.4)— — (36.8)— — — (36.8)
Dividends to shareholders— — — — (69.9)— — (69.9)
Other— — — — — — 0.5 0.5 
Balance, December 31, 2021191.8 $2.0 $2,188.9 $(252.0)$2,257.8 $(285.4)$98.1 $4,009.4 
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Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
Common Stock
SharesAmountPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2021191.8 $2.0 $2,188.9 $(252.0)$2,257.8 $(285.4)$98.1 $4,009.4 
Net income— — — — 266.3 — 15.2 281.5 
Other comprehensive income (loss)— — — — — 0.9 (2.3)(1.4)
Distributions to noncontrolling interests— — — — — — (11.5)(11.5)
Stock-based compensation— — 79.6 — — — — 79.6 
Employee share purchase plan0.2 — 21.0 — — — — 21.0 
Exercise of stock options0.1 — 0.8 — — — — 0.8 
Vesting of restricted stock units and performance stock units0.9 — — — — — — — 
Treasury stock purchased(0.3)— — (32.5)— — — (32.5)
Dividends to shareholders— — — — (77.5)— — (77.5)
Balance, December 31, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
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Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
 Common Stock
 SharesAmountPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
Net loss— — — — (206.2)— 15.4 (190.8)
Other comprehensive income (loss)— — — — — 23.6 (1.1)22.5 
Distributions to noncontrolling interests— — — — — — (16.5)(16.5)
Stock-based compensation— — 95.6 — — — — 95.6 
Employee share purchase plan0.4 — 26.4 — — — — 26.4 
Exercise of stock options0.1 — 0.6 — — — — 0.6 
Vesting of restricted stock units and performance stock units0.8 — — — — — — — 
Treasury stock purchased(0.2)— — (18.4)— — — (18.4)
Dividends to shareholders— — — — (83.3)— — (83.3)
Balance, December 31, 2023193.8 $2.0 $2,412.9 $(302.9)$2,157.1 $(260.9)$97.3 $4,105.5 
See accompanying notes to consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years Ended December 31, 2023, 2022 and 2021
(Tabular amounts in millions, except per share amounts)
1. Significant Accounting and Reporting Policies
Description of Business
TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to link and match our expanding high-quality datasets. We use this enriched data and analytics, combined with our expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions. Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information, and take precautions against identity theft.
Our addressable market includes the global data and analytics market, which continues to grow as companies around the world increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services. We leverage our differentiated capabilities in order to serve a global customer base across multiple geographies and industry verticals.
Basis of Presentation
The accompanying consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Our consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the periods presented. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. We have recast certain items, including the prior year’s revenue disaggregation disclosures in Note 21, “Reportable Segments,” to conform to the current year presentation.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the yearsperiods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Revision of Previously Issued Financial Statements
The Company identified an error in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations, which resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. This error was incremental to the classification error of employee costs related to certain of our recent acquisitions that was identified in the second quarter of 2023. In addition, the Company identified an overstatement of the supplemental disclosure for cash paid for interest on its Consolidated Statements of Cash Flows for the twelve months ended December 31, 2017, 20162022.
The Company concluded that, while the expense classification errors and 2015, we recognized stock-based compensationsupplemental cash paid for interest disclosure were not material to its consolidated financial statements taken as a whole, it should revise its previously issued consolidated financial statements to correct the errors. In doing so, the Company has also corrected an immaterial error related to an over accrual of $47.7expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. Accordingly, the Company has revised its previously issued Consolidated Statements of Operations, Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows, and Consolidated Statements of Stockholders' Equity for the twelve months ended
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December 31, 2022 and 2021 to correct for these errors that are not material within these consolidated financial statements taken as a whole. The impact of the revisions is presented below.

Consolidated Statements of Operations
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$1,222.9 $162.2 $1,385.1 $991.6 $30.7 $1,022.3 
Selling, general and administrative1,337.4 (158.0)1,179.4 943.9 (34.9)909.0 
Total operating expenses3,079.3 4.2 3,083.5 2,312.5 (4.2)2,308.3 
Operating income630.5 (4.2)626.3 647.7 4.2 651.9 
Income from continuing operations before income taxes387.2 (4.2)383.0 501.4 4.2 505.6 
Provision for income taxes(119.9)1.0 (118.9)(130.9)(1.0)(131.9)
Income from continuing operations267.3 (3.2)264.1 370.5 3.2 373.7 
Net income284.7 (3.2)281.5 1,402.2 3.2 1,405.4 
Net income attributable to TransUnion269.5 (3.2)266.3 1,387.1 3.2 1,390.3 
Income from continuing operations attributable to TransUnion252.1 (3.2)248.9 355.5 3.2 358.7 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$1.31 $(0.02)$1.29 $1.86 $0.02 $1.87 
Net income attributable to TransUnion$1.40 $(0.02)$1.38 $7.25 $0.02 $7.26 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$1.31 $(0.02)$1.29 $1.84 $0.02 $1.86 
Net income attributable to TransUnion$1.40 $(0.02)$1.38 $7.19 $0.02 $7.20 

Consolidated Statements of Comprehensive Income (Loss)
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$284.7 $(3.2)$281.5 $1,402.2 $3.2 $1,405.4 
Comprehensive income283.3 (3.2)280.1 1,386.6 3.2 1,389.8 
Comprehensive income attributable to TransUnion270.4 (3.2)267.2 1,373.9 3.2 1,377.1 
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Consolidated Statements of Cash Flows
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$284.7 $(3.2)$281.5 $1,402.2 $3.2 $1,405.4 
Income from continuing operations267.3 (3.2)264.1 370.5 3.2 373.7 
Trade accounts payable(20.7)4.2 (16.5)45.7 (4.2)41.5 
Other current and long-term liabilities(435.3)(1.0)(436.3)(33.5)1.0 (32.5)
Cash provided by operating activities of continuing operations301.0 — 301.0 759.4 — 759.4 
The Company revised its supplemental disclosure for cash paid for interest for the twelve months ended December 31, 2022 by $91.2 million, $31.2reducing it from the previously reported amount of $312.3 million to $221.1 million as revised.
Consolidated Statements of Stockholders’ Equity
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Retained Earnings, Beginning Period Balance$2,254.6 $3.2 $2,257.8 $937.4 $— $937.4 
Net income269.5 (3.2)266.3 1,387.1 3.2 1,390.3 
Retained Earnings, Ending Period Balance$2,446.6 $— $2,446.6 $2,254.6 $3.2 $2,257.8 
Total Equity Beginning Period Balance$4,006.2 $3.2 $4,009.4 $2,636.1 $— $2,636.1 
Net income284.7 (3.2)281.5 1,402.2 3.2 1,405.4 
Total Equity Ending Period Balance$4,269.4 $— $4,269.4 $4,006.2 $3.2 $4,009.4 
The Company will also revise previously reported quarterly and $22.3 million, respectively. Since June 30, 2015,year-to-date financial information for these errors in its future filings, as applicable. A summary of the date we completedcorrections to the impacted financial statement line items to the Company’s previously issued consolidated financial statements for each quarterly and year-to-date period is presented in Note 26, “Quarterly Financial Data (Unaudited).”
Principles of Consolidation
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial public offering,cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for 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 usingidentical or a risk-neutral Monte-Carlo model, with assumptions based on conditions that existed on the grant datesimilar investment of the award. For stock-based awards granted prior to June 30, 2015, the fair valuesame issuer.
Use of each award was determined by various methods including independent valuationsEstimates
The preparation of our common stock based on discounted cash flowconsolidated financial statements and selected comparable public company analysis, the Black-Scholes valuation model, and risk-neutral Monte Carlo valuation models. The various valuation models requiredrelated disclosures in accordance with GAAP requires management to make a number of significant assumptions, includingestimates and judgments that affect 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.amounts reported. We believe that the determinationsestimates used in preparation of fair values werethe accompanying consolidated financial statements are reasonable, based on assumptionsupon information available to management at this time. These estimates and estimates that were reasonablejudgments affect the reported amounts of assets, liabilities and consistent with what would have been used by other marketplace participants to determine fair value. Valuations, however,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 valuations using different assumptionsactual results could differ materially from the estimated amounts.
Segments
Operating segments are businesses for which separate financial information is available and estimates,evaluated regularly by our chief operating decision maker (“CODM”) deciding how to allocate resources and assess performance. We have three operating and
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reportable segments; U.S. Markets, International and Consumer Interactive. We also report expenses for Corporate, which provides support services to each segment. Details of our segment results are discussed in Note 21, “Reportable Segments.”
Revenue Recognition and Deferred Revenue
All of our revenue is derived from contracts with our customers and is reported as revenue in the Consolidated Statements of Operations generally as or different valuation techniques, could resultat the point in significantly different values. time our performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations; those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.
Deferred revenue generally consists of amounts billed in excess of revenue recognized for the sale of data services, subscriptions and set up fees. The current and long-term portions of deferred revenue are included in other current liabilities and other liabilities.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 14, “Stock-Based Compensation,16, “Revenue,” for additional information.a further discussion about our revenue recognition policies.
Costs of Services
Recent Accounting PronouncementsCosts 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.
For information about recent accounting pronouncementsSelling, General and the potential impact onAdministrative 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 consolidated financial statements, see Part II, Item 8, “Financial Statements and Supplementary Data - Notespartners to Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies.”

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business we are exposed to market risk, primarily from changes in variable interest rates and foreign currency exchange rates, which could impactpromote our results of operations and financial position. We manage the exposure to this market risk through our regular operating and financing activities. We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes.
Interest Rate Risk
Our senior secured credit facility consists of senior secured term loans and a $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, essentially all of our outstanding debt was variable-rate debt. As of December 31, 2017, our variable-rate debt had a weighted-average interest rate of 3.47% and a weighted-average life of 4.98 years. During 2017, a 10% change in the average LIBOR rates utilized in the calculation of our actual interest expense would have increased our interest expense by $2.6 million for the year. 
On December 18, 2015, we entered into interest rate cap agreements with various counter-parties that effectively cap our LIBOR exposure on a portion of our existing senior secured term loans or similar replacement debt at 0.75% beginning June 30, 2016. We have 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,products online, for the years ended December 31, 2017, 20162023, 2022 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 $0.32021 were $64.2 million, $87.7 million and $0.5$92.9 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.respectively.
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, “Debt,” for additional information about interest rates on our debt.
Foreign Currency Exchange Rate Risk
A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we transact business in a number of foreign currencies, including the South African rand, Canadian dollar, Indian rupee, Colombian peso and 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 as incurred.
In 2017, revenue attributable to our foreign operations was $378.9 million, and operating income attributable to our foreign operations was $64.0 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 would have changed our revenue by $37.9 million and our operating income by $6.4 million.
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 realized foreign currency transaction gains and losses.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
TransUnion:
Reports of Independent Registered Public Accounting Firm
62
Consolidated Balance Sheets
64
Consolidated Statements of Income
65
Consolidated Statements of Comprehensive Income
66
Consolidated Statements of Cash Flows
67
Consolidated Statements of Stockholders’ Equity
69
Notes to Consolidated Financial Statements
72



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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of TransUnion and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying 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 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's 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) and our report dated February 13, 2018 expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 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



















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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 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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) 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) 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) 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.
/s/ Ernst & Young LLP
Chicago, Illinois
February 13, 2018

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TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets
(in millions, except per share data)
December 31,
2017		 December 31,
2016		 December 31,
2023		December 31,
2022
Assets   
Current assets:   
Current assets:
Current assets:
Cash and cash equivalents$115.8
 $182.2
Trade accounts receivable, net of allowance of $9.9 and $6.2326.7
 277.9
Cash and cash equivalents
Cash and cash equivalents
Trade accounts receivable, net of allowance of $16.4 and $11.0
Other current assets146.2
 89.9
Total current assets588.7
 550.0
Property, plant and equipment, net of accumulated depreciation and amortization of $299.3 and $235.6198.6
 197.5
Property, plant and equipment, net of accumulated depreciation and amortization of $804.4 and $711.3
Goodwill2,368.8
 2,173.9
Other intangibles, net of accumulated amortization of $993.6 and $815.81,825.8
 1,762.3
Other intangibles, net of accumulated amortization of $2,719.8 and $2,268.6
Other assets136.6
 97.5
Total assets$5,118.5
 $4,781.2
Liabilities and stockholders’ equity   
Current liabilities:   
Current liabilities:
Current liabilities:
Trade accounts payable
Trade accounts payable
Trade accounts payable$131.3
 $114.2
Short-term debt and current portion of long-term debt119.3
 50.4
Other current liabilities207.8
 208.7
Total current liabilities458.4
 373.3
Long-term debt2,345.3
 2,325.2
Deferred taxes419.4
 579.0
Other liabilities70.8
 30.7
Total liabilities3,293.9
 3,308.2
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, respectively1.9
 1.8
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022, respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022, respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022, respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively
Additional paid-in capital1,863.5
 1,844.9
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; 6.2 million and 6.0 million shares at December 31, 2023 and December 31, 2022, respectively
Retained earnings
Accumulated other comprehensive loss(135.3) (174.8)
Total TransUnion stockholders’ equity1,728.7
 1,362.8
Noncontrolling interest95.9
 110.2
Noncontrolling interests
Total stockholders’ equity1,824.6
 1,473.0
Total liabilities and stockholders’ equity$5,118.5
 $4,781.2
See accompanying notes to consolidated financial statements.



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Consolidated Statements of IncomeOperations
(in millions, except per share data)
Twelve Months Ended December 31,
 202320222021
Revenue$3,831.2 $3,709.9 $2,960.2 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)1,517.3 1,385.1 1,022.3 
Selling, general and administrative1,171.6 1,179.4 909.0 
Depreciation and amortization524.4 519.0 377.0 
Goodwill impairment414.0 — — 
Restructuring75.3 — — 
Total operating expenses3,702.7 3,083.5 2,308.3 
Operating income128.5 626.3 651.9 
Non-operating income and (expense)
Interest expense(288.2)(230.9)(112.6)
Interest income20.7 4.7 3.4 
Earnings from equity method investments16.3 13.0 12.0 
Other income and (expense), net(22.7)(30.0)(49.2)
Total non-operating income and (expense)(273.9)(243.3)(146.3)
(Loss) income from continuing operations before income taxes(145.3)383.0 505.6 
Provision for income taxes(44.7)(118.9)(131.9)
(Loss) income from continuing operations(190.1)264.1 373.7 
Discontinued operations, net of tax(0.7)17.4 1,031.7 
Net (loss) income(190.8)281.5 1,405.4 
Less: net income attributable to noncontrolling interests(15.4)(15.2)(15.0)
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 
(Loss) income from continuing operations$(190.1)$264.1 $373.7 
Less: income from continuing operations attributable to noncontrolling interests(15.4)(15.2)(15.0)
(Loss) income from continuing operations attributable to TransUnion(205.4)248.9 358.7 
Discontinued operations, net of tax(0.7)17.4 1,031.7 
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 
Basic (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.87 
Discontinued operations, net of tax— 0.09 5.39 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.26 
Diluted (loss) earnings per common share from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.86 
Discontinued operations, net of tax— 0.09 5.35 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.20 
Weighted-average shares outstanding:
Basic193.4 192.5 191.4 
Diluted193.4 193.1 193.0 
 Twelve Months Ended December 31,
 2017 2016 2015
Revenue$1,933.8
 $1,704.9
 $1,506.8
Operating expenses     
Cost of services (exclusive of depreciation and amortization below)645.7
 579.1
 531.6
Selling, general and administrative585.4
 560.1
 499.7
Depreciation and amortization238.0
 265.2
 278.4
Total operating expenses1,469.1
 1,404.4
 1,309.7
Operating income464.7
 300.5
 197.1
Non-operating income and (expense)     
Interest expense(87.6) (85.5) (134.2)
Interest income5.5
 4.6
 3.8
Earnings from equity method investments9.1
 8.6
 8.8
Other income and (expense), net(19.2) (22.8) (48.9)
Total non-operating income and (expense)(92.2) (95.1) (170.5)
Income before income taxes372.5
 205.4
 26.6
Benefit (provision) for income taxes79.1
 (74.0) (11.3)
Net income451.6
 131.4
 15.3
Less: net income attributable to noncontrolling interests(10.4) (10.8) (9.4)
Net income attributable to TransUnion$441.2
 $120.6
 $5.9
      
Earnings per share:     
Basic$2.42
 $0.66
 $0.04
Diluted$2.32
 $0.65
 $0.04
      
Weighted average shares outstanding:     
Basic182.4
 182.6
 165.3
Diluted189.9
 184.6
 166.8
As a result of displaying amounts in millions, and for the calculation of earnings per share, rounding differences may exist in the table above. See accompanying notes to consolidated financial statements.

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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(in millions)
Twelve Months Ended December 31,Twelve Months Ended December 31,
202320222021
Twelve Months Ended December 31,
2017 2016 2015
Net income$451.6
 $131.4
 $15.3
Other comprehensive income (loss):     
Net (loss) income
Other comprehensive (loss) income:
Foreign currency translation:
Foreign currency translation:
Foreign currency translation:     
Foreign currency translation adjustment35.4
 26.7
 (86.3)
Benefit for income taxes0.6
 2.7
 4.9
Foreign currency translation adjustment
Foreign currency translation adjustment
(Expense) benefit for income taxes
Foreign currency translation, net36.0
 29.4
 (81.4)
Hedge instruments:     
Net change on interest rate cap10.1
 (12.0) 0.3
Amortization of accumulated loss0.4
 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
Net change on interest rate swap
Benefit (provision) for income taxes
Hedge instruments, net6.5
 (7.2) 0.5
Available-for-sale securities:     
Net unrealized (loss) gain(0.1) 0.4
 —
Expense for income taxes—
 (0.2) —
Net unrealized loss
Net unrealized loss
Net unrealized loss
Benefit for income taxes
Available-for-sale securities, net(0.1) 0.2
 —
Total other comprehensive income (loss), net of tax42.4
 22.4
 (80.9)
Comprehensive income (loss)494.0
 153.8
 (65.6)
Comprehensive (loss) income
Less: comprehensive income attributable to noncontrolling interests(13.3) (16.2) (2.8)
Comprehensive income (loss) attributable to TransUnion$480.7
 $137.6
 $(68.4)
Comprehensive (loss) income attributable to TransUnion
See accompanying notes to consolidated financial statements.





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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in millions)
Twelve Months Ended December 31,
 202320222021
Cash flows from operating activities:
Net (loss) income$(190.8)$281.5 $1,405.4 
Less: Discontinued operations, net of tax(0.7)17.4 1,031.7 
(Loss) income from continuing operations(190.1)264.1 373.7 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization524.4 519.0 377.0 
Goodwill impairment414.0 — — 
Loss on repayment of loans7.6 9.4 17.9 
Deferred taxes(162.7)(88.9)(17.2)
Stock-based compensation100.3 82.8 69.2 
Other26.0 22.6 (13.1)
Changes in assets and liabilities:
Trade accounts receivable(135.1)(37.5)(36.2)
Other current and long-term assets(12.7)(17.7)(20.9)
Trade accounts payable(6.5)(16.5)41.5 
Other current and long-term liabilities80.4 (436.3)(32.5)
Cash provided by operating activities of continuing operations645.6 301.0 759.4 
Cash (used in) provided by operating activities of discontinued operations(0.2)(3.8)48.9 
Cash provided by operating activities645.4 297.2 808.3 
Cash flows from investing activities:
Capital expenditures(310.7)(298.2)(224.2)
Proceeds from sale/maturity of other investments82.3 143.5 36.3 
Purchases of other investments(53.5)(146.1)(66.9)
Investments in consolidated affiliates, net of cash acquired— (508.1)(3,596.1)
Investments in nonconsolidated affiliates and purchase of convertible notes(36.9)(16.2)(75.4)
(Payments) proceeds related to disposal of discontinued operations(0.5)103.6 1,706.8 
Other0.4 2.7 (1.1)
Cash used in investing activities of continuing operations(318.9)(718.8)(2,220.6)
Cash (used in) provided by investing activities of discontinued operations— (5.1)7.7 
Cash used in investing activities(318.9)(723.9)(2,212.9)
Cash flows from financing activities:
Proceeds from Term Loans655.8 — 3,740.0 
Repayments of Term Loans(347.7)— (640.0)
Repayments of debt(650.0)(714.6)(140.8)
Debt financing fees(3.3)— (68.8)
Proceeds from issuance of common stock and exercise of stock options23.1 18.7 21.9 
Dividends to shareholders(81.8)(77.8)(69.8)
Employee taxes paid on restricted stock units recorded as treasury stock(18.4)(32.5)(36.8)
Payment of contingent consideration— (2.8)(32.4)
Distributions to noncontrolling interests(16.5)(11.5)(11.0)
Cash (used in) provided by financing activities of continuing operations(438.8)(820.5)2,762.3 
Effect of exchange rate changes on cash and cash equivalents3.2 (9.9)(8.0)
Net change in cash and cash equivalents(109.1)(1,257.1)1,349.7 
Cash and cash equivalents, beginning of period585.3 1,842.4 492.7 
Cash and cash equivalents, end of period$476.2 $585.3 $1,842.4 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest$281.2 $221.1 $109.1 
Income taxes, net of refunds$206.4 $573.6 $181.2 
See accompanying notes to consolidated financial statements.
86

 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 amortization238.0
 265.2
 278.4
Loss on refinancing transactions10.5
 —
 37.6
Impairment of cost method investment—
 2.0
 —
Amortization and loss on fair value of hedge instruments0.7
 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 fees2.7
 3.2
 6.1
Stock-based compensation33.1
 24.4
 9.0
Provision for losses on trade accounts receivable6.6
 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 payable9.7
 2.9
 1.3
Other current and long-term liabilities37.5
 31.9
 (1.6)
Cash provided by operating activities468.0
 389.9
 309.1
Cash flows from investing activities:     
Capital expenditures(135.3) (124.0) (132.2)
Proceeds from sale of trading securities3.0
 0.9
 1.0
Purchases of trading securities(1.8) (1.5) (1.5)
Proceeds from sale of other investments59.2
 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
Other0.4
 (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 A33.4
 55.0
 350.0
Extinguishment of 9.625% and 8.125% Senior Notes—
 —
 (1,000.0)
Proceeds from senior secured revolving line of credit215.0
 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
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(in millions)
 Common Stock      
 SharesAmountPaid-In
Capital		Treasury
Stock		Retained EarningsAccumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2020190.5 $2.0 $2,088.1 $(215.2)$937.4 $(272.1)$95.9 $2,636.1 
Net income— — — — 1,390.3 — 15.0 1,405.4 
Other comprehensive loss— — — — — (13.3)(2.3)(15.6)
Distributions to noncontrolling interests— — — — — — (11.0)(11.0)
Stock-based compensation— — 75.7 — — — — 75.7 
Employee share purchase plan0.2 — 22.2 — — — — 22.2 
Exercise of stock options0.3 — 2.9 — — — — 2.9 
Vesting of restricted stock units and performance stock units1.2 — — — — — — — 
Treasury stock purchased(0.4)— — (36.8)— — — (36.8)
Dividends to shareholders— — — — (69.9)— — (69.9)
Other— — — — — — 0.5 0.5 
Balance, December 31, 2021191.8 $2.0 $2,188.9 $(252.0)$2,257.8 $(285.4)$98.1 $4,009.4 
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Consolidated Statements of Cash Flows
(in millions)
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity—Continued
(in millions)
Common Stock
SharesAmountPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2021191.8 $2.0 $2,188.9 $(252.0)$2,257.8 $(285.4)$98.1 $4,009.4 
Net income— — — — 266.3 — 15.2 281.5 
Other comprehensive income (loss)— — — — — 0.9 (2.3)(1.4)
Distributions to noncontrolling interests— — — — — — (11.5)(11.5)
Stock-based compensation— — 79.6 — — — — 79.6 
Employee share purchase plan0.2 — 21.0 — — — — 21.0 
Exercise of stock options0.1 — 0.8 — — — — 0.8 
Vesting of restricted stock units and performance stock units0.9 — — — — — — — 
Treasury stock purchased(0.3)— — (32.5)— — — (32.5)
Dividends to shareholders— — — — (77.5)— — (77.5)
Balance, December 31, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
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 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 options27.1
 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 equivalents0.3
 1.1
 (5.4)
Net change in cash and cash equivalents(66.4) 49.0
 55.3
Cash and cash equivalents, beginning of period182.2
 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
 SharesAmountPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Balance, December 31, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
Net loss— — — — (206.2)— 15.4 (190.8)
Other comprehensive income (loss)— — — — — 23.6 (1.1)22.5 
Distributions to noncontrolling interests— — — — — — (16.5)(16.5)
Stock-based compensation— — 95.6 — — — — 95.6 
Employee share purchase plan0.4 — 26.4 — — — — 26.4 
Exercise of stock options0.1 — 0.6 — — — — 0.6 
Vesting of restricted stock units and performance stock units0.8 — — — — — — — 
Treasury stock purchased(0.2)— — (18.4)— — — (18.4)
Dividends to shareholders— — — — (83.3)— — (83.3)
Balance, December 31, 2023193.8 $2.0 $2,412.9 $(302.9)$2,157.1 $(260.9)$97.3 $4,105.5 
See accompanying notes to consolidated financial statements.

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TRANSUNION AND SUBSIDIARIES
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












69



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
 $—

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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity—Continued (in millions)
 Common Stock            
 Shares Amount Paid-In
Capital		 Treasury
Stock		 Retained
Earnings		 Accumulated
Other
Comprehensive
Loss		 Noncontrolling
Interests		 Total
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.


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TRANSUNION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years Ended December 31, 2017, 20162023, 2022 and 20152021
(Tabular amounts in millions, except per share amounts)
1. Significant Accounting and Reporting Policies
Description of Business
TransUnion is a leading global riskinformation and information solutions provider toinsights company that makes trust possible between businesses and consumers. consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to link and match our expanding high-quality datasets. We use this enriched data and analytics, combined with our expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer reports, risk scores, analytical servicesidentities, 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, measuredeliver 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
Our addressable market includes 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 creditglobal data and comprehensive, diverse public recordsanalytics market, which continues to grow as companies around the world increasingly recognize the benefits of data which allows usand analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to better predict behaviors, assess riskprocure goods and address a broader set of business issues forservices. We leverage our customers. We have deep domain expertise across a number of attractive industries, sometimes referreddifferentiated capabilities in order to as verticals, including financial services, specialized risk, insurance and healthcare. We haveserve a global presence in over 30 countriescustomer base across multiple geographies and territories across North America, Africa, Latin America and Asia.
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 financial, credit, alternative credit, identity, bankruptcy, lien, judgment, insurance claims, healthcare, automotive and other relevant information from 90,000 data 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, which 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 interpret data and apply their specific qualifying criteria to make decisions and take actions. Collectively, our data, analytics 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 21, “Reportable Segments,” to conform to the current year presentation.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate.Intermediate Holdings, Inc.
Initial Public OfferingRevision of Previously Issued Financial Statements
On June 30, 2015, we completed our initial public offering (“IPO”)The Company identified an error in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations, which resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. This error was incremental to the classification error of employee costs related to certain of our common stock. recent acquisitions that was identified in the second quarter of 2023. In addition, the Company identified an overstatement of the supplemental disclosure for cash paid for interest on its Consolidated Statements of Cash Flows for the twelve months ended December 31, 2022.
The proceeds,Company concluded that, while the expense classification errors and supplemental cash paid for interest disclosure were not material to its consolidated financial statements taken as a whole, it should revise its previously issued consolidated financial statements to correct the errors. In doing so, the Company has also corrected an immaterial error related to an over accrual of expenses, net of underwriter feesthe related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. Accordingly, the Company has revised its previously issued Consolidated Statements of Operations, Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows, and commission and costs incurred in connection withConsolidated Statements of Stockholders' Equity for 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.


twelve months ended
72
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December 31, 2022 and 2021 to correct for these errors that are not material within these consolidated financial statements taken as a whole. The impact of the revisions is presented below.

Consolidated Statements of Operations
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$1,222.9 $162.2 $1,385.1 $991.6 $30.7 $1,022.3 
Selling, general and administrative1,337.4 (158.0)1,179.4 943.9 (34.9)909.0 
Total operating expenses3,079.3 4.2 3,083.5 2,312.5 (4.2)2,308.3 
Operating income630.5 (4.2)626.3 647.7 4.2 651.9 
Income from continuing operations before income taxes387.2 (4.2)383.0 501.4 4.2 505.6 
Provision for income taxes(119.9)1.0 (118.9)(130.9)(1.0)(131.9)
Income from continuing operations267.3 (3.2)264.1 370.5 3.2 373.7 
Net income284.7 (3.2)281.5 1,402.2 3.2 1,405.4 
Net income attributable to TransUnion269.5 (3.2)266.3 1,387.1 3.2 1,390.3 
Income from continuing operations attributable to TransUnion252.1 (3.2)248.9 355.5 3.2 358.7 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$1.31 $(0.02)$1.29 $1.86 $0.02 $1.87 
Net income attributable to TransUnion$1.40 $(0.02)$1.38 $7.25 $0.02 $7.26 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$1.31 $(0.02)$1.29 $1.84 $0.02 $1.86 
Net income attributable to TransUnion$1.40 $(0.02)$1.38 $7.19 $0.02 $7.20 

Consolidated Statements of Comprehensive Income (Loss)
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$284.7 $(3.2)$281.5 $1,402.2 $3.2 $1,405.4 
Comprehensive income283.3 (3.2)280.1 1,386.6 3.2 1,389.8 
Comprehensive income attributable to TransUnion270.4 (3.2)267.2 1,373.9 3.2 1,377.1 
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Consolidated Statements of Cash Flows
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$284.7 $(3.2)$281.5 $1,402.2 $3.2 $1,405.4 
Income from continuing operations267.3 (3.2)264.1 370.5 3.2 373.7 
Trade accounts payable(20.7)4.2 (16.5)45.7 (4.2)41.5 
Other current and long-term liabilities(435.3)(1.0)(436.3)(33.5)1.0 (32.5)
Cash provided by operating activities of continuing operations301.0 — 301.0 759.4 — 759.4 
The Company revised its supplemental disclosure for cash paid for interest for the twelve months ended December 31, 2022 by $91.2 million, reducing it from the previously reported amount of $312.3 million to $221.1 million as revised.
Consolidated Statements of Stockholders’ Equity
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Retained Earnings, Beginning Period Balance$2,254.6 $3.2 $2,257.8 $937.4 $— $937.4 
Net income269.5 (3.2)266.3 1,387.1 3.2 1,390.3 
Retained Earnings, Ending Period Balance$2,446.6 $— $2,446.6 $2,254.6 $3.2 $2,257.8 
Total Equity Beginning Period Balance$4,006.2 $3.2 $4,009.4 $2,636.1 $— $2,636.1 
Net income284.7 (3.2)281.5 1,402.2 3.2 1,405.4 
Total Equity Ending Period Balance$4,269.4 $— $4,269.4 $4,006.2 $3.2 $4,009.4 
The Company will also revise previously reported quarterly and year-to-date financial information for these errors in its future filings, as applicable. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued consolidated financial statements for each quarterly and year-to-date period is presented in Note 26, “Quarterly Financial Data (Unaudited).”
Principles of Consolidation
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its 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 investmentsInvestments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for usingat 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 accompanyingaccompanying 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
Effective July 1, 2014, we revised the remaining useful lives of certain internal use software, equipment, leasehold improvement and corporate headquarters facility assets to align with the expected completion dates of our strategic initiatives to transform our technology infrastructure 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 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.
Segments
Operating segments are businesses for which separate financial information is available and evaluated regularly by theour chief operating decision-maker indecision maker (“CODM”) deciding how to allocate resources.resources and assess performance. We have fourthree operating and
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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 16,21, “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 portionAll of our revenue is derived from providing informationcontracts with our customers and is reported as revenue in the Consolidated Statements of Operations generally as or at the point in time our performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations; those that require us to stand ready to provide goods and services to 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, numberto 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. DeferredThe current and long-term portions of deferred revenue isare included in other current liabilities and other liabilities.
See Note 16, “Revenue,” for a further discussion about our revenue recognition policies.
Costs of Services
Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed.

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Selling, General and Administrative Expenses
Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions. Advertising costs are expensed as incurred. Advertising costs, which include commissions we pay to our partners to promote our products online, for the years ended December 31, 2017, 20162023, 2022 and 20152021 were $46.0$64.2 million, $50.8$87.7 million and $43.1$92.9 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 plans, we record the impact of forfeitures when they happen. Expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equal to the vesting period. The details of our stock-based compensation program are discussed in Note 14,19, “Stock-Based Compensation.”
Restructuring
Restructuring expenses consist of employee-separation costs, including severance and other benefits calculated based on long-standing benefit practices and local statutory requirements. In some jurisdictions, the Company has ongoing benefit arrangements under which the Company records estimated severance and other termination benefits when such costs are deemed probable and estimable, approved by the appropriate corporate management, and if actions required to complete the termination plan indicate it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Severance and other termination benefits for which there is not an ongoing benefit arrangement are recorded when appropriate corporate management has committed to the plan and the benefit arrangement is communicated to the affected employees. In addition, restructuring expenses include impairment of leased facility assets whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
Income Taxes
Deferred income tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by current enacted tax rates. The effect of a tax rate change on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the change. We periodically assess the recoverability of our deferred tax assets, and a valuation allowance is recorded against deferred tax assets if it is more likely than not that some portion of the deferred tax assets will not be realized. See Note 13,18, “Income Taxes,” for additional information.
Foreign Currency Translation
The functional currency for each of our foreign subsidiaries is generally that subsidiary’s local currency. We translate the assets and liabilities of foreign subsidiaries at the year-end exchange rate, and translate revenues and expenses at the monthly average
93

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 gainslosses for the years ended December 31, 20172023, 2022 and 20162021 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. TheWe base our allowance for doubtful accounts is basedestimate on our historical write-offloss 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,
202320222021
Beginning Balance$11.0 $10.7 $17.1 
Provision for losses on trade accounts receivable8.8 5.9 (2.6)
Write-offs, net of recovered accounts(3.4)(5.6)(3.8)
Ending balance$16.4 $11.0 $10.7 
Contract acquisition costs
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. We use a portfolio approach to amortize capitalized contract acquisition costs on a straight-line basis over five years, which reflects the estimated average period of benefit and is consistent with the transfer of our services to our customer to which the contract relates. We classify capitalized contract acquisition costs as current or noncurrent based on the timing of expense recognition. The current and noncurrent portions are included in "Other current assets" and "Other assets", respectively, in our Consolidated Balance Sheets. Amortization expense is included in "Selling, general and administrative" within our accompanying Consolidated Statements of Operations.
As of December 31, 2023 and 2022, we had capitalized contract acquisition costs of $39.9 million and $20.2 million, respectively, which have been included in "Other current assets" and "Other assets" in our accompanying Consolidated Balance Sheets.
Long-Lived Assets
Property, Plant, Equipment and Intangibles
Property, plant and equipment is depreciated primarily using the straight-line method, over the estimated useful lives of the assets. Buildings and building improvements are generally depreciated over twenty20 years. Computer equipment and furniture and purchased software are depreciated over three3 to seven7 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 to seven 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 three3 to forty40 years. Assets to be disposed of, if any, are separately presented in the consolidated balance sheetConsolidated 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,”Equipment” and Note 5,7, “Intangible Assets,”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
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the software. Once the software is ready for its intended use, it is amortized on a straight-line basis over its useful life, generally three3 to seven 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 seven10 years.
Impairment of Long-Lived Assets
We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. There were no significant impairment charges recorded during 2017, 20162023, 2022 and 2015.2021.
Goodwill
Other than goodwill, we have no other indefinite-lived assets. Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating segment. We conduct an impairment test annually in the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.
We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, we perform a quantitative impairment test for that reporting unit. We have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test.
When we perform a quantitative impairment test, we use a combination of an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method, to determine the fair value of each reporting unit. For each reporting unit, we compare the fair value to its carrying value including goodwill. If the fair value of the reporting unit is less than its carrying value, we record an impairment charge based on that difference, up to the amount of goodwill recorded in that reporting unit.
The quantitative impairment test requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the guideline public company method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies.
See Note 6, “Goodwill,” for additional information about our 2023 impairment analysis and impairment of our United Kingdom reporting unit goodwill .
Marketable Securities
We classify our investments in debt and equity securities in accordance with our intent and ability to hold the investments. Held-to-maturity securities are carried at amortized cost, which approximates fair value, and are classified as either short-term or long-term investments based on the contractual maturity date. Earnings from these securities are reported as a component of interest income. Available-for-sale securities, if any, are carried at fair market value, with the unrealized gains and losses, net of tax, included in accumulated other comprehensive income. Trading securities are carried at fair value, with unrealized gains and losses included in income.
At December 31, 20172023 and 2016,2022, 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 15,20, “Fair Value”.
We periodically review our marketable securities to determine if there is an other-than-temporary impairment on any security. If it is determined that an other-than-temporary decline in value exists, we write down the investment to its market value and record the related impairment loss in other income. There were no other-than-temporary impairments of marketable securities in 2017, 20162023, 2022 or 2015.2021.
Goodwill and Other Indefinite-Lived Intangibles
Goodwill and any indefinite-lived intangible assets are allocated to the reporting units, which are an operating segment or one level below an operating segment, that will receive the related sales and income. We test goodwill and indefinite-lived intangible assets for impairment on an annual basis, in the fourth quarter, or on an interim basis if there is an indicator of impairment. We have the option to first consider qualitative factors to determine if it is more likely than not that the fair value of any reporting units is less than its carrying amount. If the qualitative assessment 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 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 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 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, we will record an impairment charge based on that difference, up to the amount of goodwill allocated to that reporting unit.
For other indefinite-lived intangibles, if any, we use discounted cash flow techniques to determine fair value, and compare the fair value 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 assessment for a reporting unit that could adversely affect our results of operations.
See Note 4, “Goodwill,” for additional information about our 2017 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, 20162023, 2022 and 20152021 were $22.0$34.7 million, $19.1$32.9 million and $17.0$34.5 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
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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.2023.
Recent Accounting Pronouncements Not Yet Adopted
On May 28, 2014,November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). During 2016,updates the FASB issued severalrequirements for segment reporting to include, among other things, disaggregating and quantifying significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit, describing the nature of amounts not separately disaggregated, allowing for additional ASU’s relatedmeasures of a segment's profit or loss used by the CODM when deciding how to revenue recognition. This series of comprehensive guidance will replaceallocate resources, and extending nearly all existing revenue recognition guidance andannual segment reporting requirements to quarterly reporting requirements. The update 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 to apply to revenue recognition. The five-steps consist of: (1) determination of whether a contract, an agreement between two or more parties that creates legally enforceable rights and obligations, exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price 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 that were not completed as of that date. Upon adoption, under the modified retrospective approach, the cumulative effect of adopting Topic 606, which is not material, will be recognized in the opening balance of retained earnings. There will not be a material impact on our consolidated financial statements or on how we recognize revenue. Our financial statements will include enhanced disclosures, particularly around the disaggregation of revenue and contract assets and liabilities. We have implemented new internal processes and controls that will enable us to comply with the requirements of the new standard.
On January 5, 2016, the FASB issued ASU 2016-01,Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is intended 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, 2017,2023, and interim periods therein. This guidance did not have anwithin fiscal years beginning after December 15, 2024, and requires retrospective application. Early adoption is permitted. We are currently assessing the impact on our consolidated financial statement upon adoption January 1, 2018, but could impactof adopting the future carrying value of our costs method investments. See Note 7, “Investment in Affiliated Companies” for additional information about our costs method investments.updated provisions.
On February 25, 2016,December 14, 2023, the FASB issued ASU 2016-02, Leases2023-09, Income Taxes (Topic 842)740), Improvements to Income Tax Disclosures. This ASU among other things, will require lessee’srequires income tax disclosures to record a lease liability, whichinclude consistent categories and greater disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal, state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The update is 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 asseteffective for the lease term, for all long-term leases. This guidance is effectiveannual periods for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of adopting the updated provisions.
2. Business Acquisitions
The following transactions were accounted for as business combinations under the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination generally be recognized at their fair values as of the acquisition date. The determination of fair value requires management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets has been recorded as goodwill. The results of operations of these acquisitions are included in our consolidated financial statements from the respective dates of acquisition.
2022 Acquisitions
Verisk Financial Services
On April 8, 2022, we completed our acquisition of Verisk Financial Services (“VF”), the financial services business unit of Verisk Analytics, Inc. (“Verisk”). We acquired 100% of the outstanding equity interest of the entities that comprise VF for $505.7 million in cash, including a decrease of $2.3 million recorded subsequent to the acquisition date for certain customary purchase price adjustments. We have retained the leading core businesses of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), and identified several non-core businesses that we classified as held-for-sale as of the acquisition date that we have subsequently divested. See Note 3, “Discontinued Operations,” for a further discussion.
Argus provides financial institutions, payments providers, and retailers worldwide competitive studies, predictive analytics, models, and advisory services. We leverage the data provider consortium and proprietary and differentiated benchmarking datasets of these entities to provide more enhanced and holistic solution capabilities to our customers to make better and faster decisions that will help them increase financial inclusion, acquire new accounts, and improve fraud prevention, risk management, and other solutions.
We engaged in business activities with VF prior to the acquisition that were not material. The results of operations of Argus subsequent to the acquisition date are included in the U.S. Markets segment, including revenue of $71.5 million and net income of $2.8 million in 2022. The pro forma effects of this guidance willacquisition are not significant to the Company's reported financial results for any period presented. Accordingly, no pro forma financial statements have been presented herein.
Acquisition Costs
We recognized transaction costs related to the acquisition of $11.7 million for twelve months ended December 31, 2022, which we have recorded within other income and expense, net.
Purchase Price Allocation
The purchase price for this acquisition was finalized as of December 31, 2022. As of March 31, 2023, we finalized the valuation of the assets acquired and liabilities assumed, with no significant changes in the amounts and related disclosures compared with December 31, 2022.
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The table below summarizes the final allocation of fair value of assets acquired and liabilities assumed as of April 8, 2022, the date of acquisition, inclusive of measurement period adjustments:
April 8, 2022
Purchase price1:
$505.7 
Assets acquired:
Cash and cash equivalents$4.1 
Trade accounts receivable26.0 
Other current assets3.3 
Current assets of discontinued operations16.5 
Right of use lease assets6.6 
Property, plant and equipment2.1 
Goodwill1,2
167.2 
Other intangibles1
195.0 
Other assets29.0 
Other assets of discontinued operations126.9 
Total assets acquired$576.7 
Liabilities assumed:
Trade accounts payable$4.0 
Other current liabilities7.6 
Current liabilities of discontinued operations7.8 
Deferred revenue4.6 
Lease liabilities6.5 
Deferred taxes1
39.8 
Other liabilities0.1 
Other liabilities of discontinued operations0.6 
Total liabilities assumed$71.0 
Net assets acquired$505.7 
1.Since the date of acquisition, we decreased the purchase price for VF by $2.3 million to reflect the final purchase price adjustments. Additionally, we recorded other measurement period adjustments that resulted in a decrease to other intangibles of $25.0 million, an increase to goodwill of $18.0 million, a decrease in deferred taxes of $4.9 million and other insignificant changes.
2.We estimate that $46.8 million of the goodwill, which originated from previous acquisitions of VF, is tax deductible.
2021 Acquisitions
Neustar
On December 1, 2021, we completed the acquisition of Neustar, Inc. (“Neustar”). We acquired 100% of the equity of Neustar for $3,100.1 million in cash, including final purchase price adjustments as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Incremental Term B-6 Loan, which closed concurrently with the closing of the transaction. The results of operations of Neustar, which are not material to our results of operations in 2021, have been included as part of our U.S. Markets segment in our Consolidated Statements of Operations since the date of acquisition.
The purchase price allocated to total assets acquired was $3,788.9 million, which included current assets of $266.0 million, goodwill of $1,882.2 million, intangible assets of $1,510.0 million, and other non-current assets of $130.7 million, and total liabilities of $688.8 million, which included deferred tax liabilities of $354.4 million, operating lease liabilities of $87.8 million, deferred revenue of $49.3 million, and other current and non-current liabilities of $197.3 million. Intangible assets have a weighted average amortization period of 16 years as of the acquisition date.
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Sontiq
On December 1, 2021, we completed the acquisition of Sontiq, Inc. (“Sontiq”). We acquired 100% of the equity of Sontiq for $642.6 million in cash, including final purchase price adjustments as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Second Lien Term Loan, which closed concurrently with the closing of the transaction. The Second Lien Term Loan was repaid in full prior to December 31, 2021. The results of operations of Sontiq, which are not material to our results of operations in 2021, have been included as part of our Consumer Interactive segment in our Consolidated Statements of Operations since the date of acquisition.
The purchase price allocated to total assets acquired was $708.7 million, which included current assets of $29.4 million, goodwill of $437.8 million, intangible assets of $237.2 million, and other non-current assets of $4.3 million, and total liabilities of $66.1 million, which included deferred tax liabilities of $32.4 million, deferred revenue of $19.1 million, and other current and non-current liabilities of $14.6 million. Intangible assets have a weighted average amortization period of 15 years as of the acquisition date.
Unaudited pro-forma financial information
The pro-forma revenues and results of operations of Sontiq and Argus are not included because the impact on our consolidated financial statements.
On June 16, 2016,statements is immaterial. The supplemental pro-forma financial information for Neustar has been prepared using the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurementacquisition method 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 dateis based on the historical experience, current conditions,financial information of TransUnion and reasonableNeustar, assuming the transaction occurred on January 1, 2021. The supplemental pro-forma financial information does not necessarily represent what the combined companies' revenue or results of operations would have been had the acquisition of Neustar been completed on January 1, 2021, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining TransUnion and supportable forecasts. This guidance is effectiveNeustar.
The unaudited supplemental pro-forma financial information has been calculated after applying TransUnion’s accounting policies and adjusting the results of the combined company to reflect incremental amortization expense resulting from the fair value adjustments for annual reporting periods beginning afteracquired 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 15, 2019,31, 2021, TransUnion and Neustar incurred $29.7 million and $88.2 million of acquisition-related costs, respectively, and are included in other income (expense), net in our Consolidated Statements of Operations.
(Unaudited)
TransUnion and Neustar combined
For the Year Ended
December 31,
2021
Pro-forma revenue$3,493.2 
Pro-forma net income from continuing operations attributable to TransUnion$247.6 
3. Discontinued Operations
Non-core businesses from the VF acquisition
As discussed in Note 2, “Business Acquisition,” on April 8, 2022, we completed the acquisition of VF, which included Argus and several non-core businesses that we classified as held-for-sale as of the acquisition date. We classified the results of operations of the non-core businesses as discontinued operations, net of tax, in the Consolidated Statements of Operations for the year ended December 31, 2022, including interim period therein.a $7.5 million gain on the sale of these businesses. We are currently assessing the impact this guidance willsold these non-core businesses on December 30, 2022, and therefore have no assets or liabilities of these businesses on our consolidated financial statements.
On August 26, 2016Consolidated Balance Sheets for the FASB issued ASU 2016-15, Statementperiods presented. In 2022, we received total proceeds of Cash Flows (Topic 230): Classification$173.9 million, consisting of Certain Cash Receipts$103.6 million in cash, and Cash Payments. This ASU addressesa note receivable with a face value of $72.0 million and a fair value on the diversity in how certain cash receipts and cash payments are presented and classifieddate of sale of $70.3 million. We finalized the purchase price in the statementthird quarter of cash flows. This guidance is effective2023 and recorded a $0.5 million reduction of the gain on sale included in discontinued operations, net of tax. Expenses related to these non-core businesses for annual reporting periods beginning afterthe twelve months ended December 15, 2017, including interim period therein. This guidance will31, 2023 were not have a material impact on our consolidated statements of cash flows.
On August 28, 2017, 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 December 15, 2018, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements.

significant.
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Healthcare business
2.On December 17, 2021, we completed the sale of our Healthcare business for total consideration of $1,706.4 million in cash, including a $0.5 million true-up to our estimate of net working capital recorded in the twelve months ended December 31, 2022. The after-tax net proceeds were approximately $1.4 billion. The terms and conditions of the transaction are set forth in the Stock Purchase Agreement dated as of October 26, 2021, by and between Trans Union LLC and nThrive, Inc. (“nThrive”). We also entered into a transition services agreement (“TSA”) that requires Trans Union LLC to provide certain administrative and operational services to nThrive on a transitional basis for generally up to 24 months. This agreement is not material and does not confer upon us the ability to influence the operating or financial policies of nThrive subsequent to the closing date. Income generated from the services provided under the TSA has been recorded in other income and (expense), net in the Consolidated Statements of Operations.
As the transaction closed on December 17, 2021, there are no assets or liabilities of the Healthcare business on our Consolidated Balance Sheet as of December 31, 2023 and December 31, 2022. We classified the results of operations of our Healthcare business as discontinued operations, net of tax, in our Consolidated Statements of Operations in 2022 and 2021. We recognized gains on the sale of our Healthcare business within discontinued operations, net of tax, of $0.5 million and $982.5 million, in the Consolidated Statements of Operations for the twelve months ended December 31, 2022 and 2021, respectively, with respect to this sale.
Discontinued operations, net of tax
The activity reflected in the table below for the twelve months ended December 31, 2022, is related to the non-core businesses from the VF acquisition as well as an incremental gain on sale of discontinued operations, net of tax, related to our Healthcare business. The results reflected for the twelve months ended December 31, 2021, are exclusively attributed to the Healthcare business that we disposed of in December 2021. Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations for the twelve months ended December 31, 2022 and 2021, consisted of the following:
Twelve Months Ended December 31, `
20222021
Revenue$36.7 $184.8 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)11.7 65.6 
Selling, general and administrative14.9 39.1 
Depreciation and amortization— 16.5 
Total operating expenses26.6 121.2 
Operating income of discontinued operations10.1 63.6 
Non-operating income and (expense)(0.5)1.9 
Income before income taxes from discontinued operations9.6 65.5 
Provision for income taxes(0.1)(16.3)
Gain on sale of discontinued operations, net of tax8.0 982.5 
Discontinued operations, net of tax$17.4 $1,031.7 

4. Other Current Assets
Other current assets consisted of the following:
(in millions)December 31,
2017		 December 31,
2016
Prepaid expenses$59.0
 $43.9
Income taxes receivable23.7
 5.4
Other investments18.3
 29.5
Other receivables16.5
 0.1
CFPB escrow deposit13.9
 —
Marketable securities3.3
 3.3
Deferred financing fees0.6
 0.5
Other10.9
 7.2
Total other current assets$146.2
 $89.9
December 31,
2023		December 31,
2022
Prepaid expenses$145.4 $145.1 
Marketable securities (Note 20)2.7 2.6 
Other127.8 115.0 
Total other current assets$275.9 $262.7 
The increase in income taxes receivableother is due primarily to estimated tax paymentsan increase in excess of actual taxes due. Otheran indemnification receivable as discussed in Note 23, “Contingencies,” partially offset by a decrease in other investments includein non-negotiable certificates of deposit that are recorded at their carrying value, which approximates fair value. Other receivables consist
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Table of amounts receivable from settlements of certain legal claims.Contents
3.5. Property, Plant and Equipment
Property, plant and equipment, including those acquired by capitalfinance lease, consisted of the following:
(in millions)
December 31,
 2017
 
December 31,
 2016
December 31,
2023		December 31,
2023		December 31,
2022
Computer equipment and furniture$276.1
 $226.9
Purchased software119.4
 105.5
Building and building improvements99.2
 97.5
Land3.2
 3.2
Total cost of property, plant and equipment497.9
 433.1
Less: accumulated depreciation(299.3) (235.6)
Total property, plant and equipment, net of accumulated depreciation$198.6
 $197.5
Depreciation expense, including depreciation of assets recorded under capitalfinance leases, for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, was $67.9$96.6 million, $67.7$105.9 million and $60.3$98.8 million, respectively.
4.6. Goodwill
Goodwill is testedallocated to our reporting units, which are an operating segment or one level below an operating segment. Our reporting units consist of U.S. Markets, Consumer Interactive, and the geographic regions of the United Kingdom, Africa, Canada, Latin America, India and Asia Pacific within our International reportable segment. We test goodwill for impairment at the reporting unit level on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value.
Our quantitative impairment test consists of a fair value calculation for each reporting unit that combines an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method. The quantitative impairment test requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the Guideline Public Company Method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies.
Third Quarter Interim Impairment Test for our United Kingdom Reporting Unit
During the three months ended September 30, 2023, we identified a triggering event requiring an interim basis if changes in circumstances could reduce the fair value of aimpairment assessment for our United Kingdom reporting unit, below its carrying value. Our reporting units consistwhich resulted in a goodwill impairment of USIS$414.0 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures and Healthcare withinrising interest rates increasingly impacted our United Kingdom business for the U.S. Information Services (“USIS”) reportable segment, Consumer Interactive,third quarter and the geographic regions of Africa, Canada, Latin Americanear-term outlook. Due to these factors, management believes the U.K. recovery will take longer, and Asia-Pacificwill be at a slower pace, than previously expected. As a result, we revised our short-term and mid-term forecasts for revenue and EBITDA expectations for our United Kingdom reporting unit. These factors particularly impacted the online-only FinTech lenders that represent the largest vertical within our International reportable segment.United Kingdom reporting unit. These lenders experienced declines in their access to capital impacting their ability to lend and in some cases leading to bankruptcies.
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Table of Contents
Annual Impairment Test
For 2017,our 2023 annual impairment test, we performedelected to bypass the qualitative goodwill impairment analysis similar to 2022 and 2021, and instead performed a quantitative goodwill impairment test for all reporting units. For each of our reporting units, the fair value exceeded the carrying value and the results ofno impairment was recorded. For our tests indicated that it was not more likely than not that the goodwill in anyUnited Kingdom reporting unit, was impaired, with the exceptionfair value approximates the carrying value as a result of Africa. For Africa, we also performed the quantitative test and determined that no impairment existed. Further, a 10% decreaserecorded in the estimated cash flows or a 10% increase inthree months ended September 30, 2023. Our annual impairment test for the discount rate would not result in a material impairment. The goodwillUnited Kingdom reporting unit indicated no further impairment tests we performed during 2016 and 2015 also resulted in no impairment. Atwas required. As of December 31, 2017, there was no2023, we had $288.8 million of goodwill for our United Kingdom reporting unit, and an accumulated goodwill impairment loss.of $414.0 million.

We believe the assumptions that we used in our interim and annual impairment assessments for our United Kingdom reporting unit are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such assumptions are inherently uncertain, and a change in assumptions could change the estimated fair value of our United Kingdom reporting unit. Therefore, future impairments of our United Kingdom reporting unit could be required, which could be material to the consolidated financial statements.
78Additionally, we did not identify any triggering events in the fourth quarter subsequent to our annual test that would require an interim impairment test for any of the reporting units.

Table of Contents
There were no impairment charges recorded in 2022 or 2021.

Goodwill allocated to our reportable segments as of December 31, 2017, 20162023 and 2015,2022, and the changes in the carrying amount of goodwill during thosethe periods, consisted of the following:
U.S. MarketsInternationalConsumer
Interactive		Total
Balance, December 31, 2021$3,454.6 $1,384.1 $687.0 $5,525.7 
Acquisitions167.5 — — 167.5 
Purchase accounting measurement period adjustments(18.1)— (7.9)(26.0)
Foreign exchange rate adjustment(1.3)(114.5)— (115.8)
Balance, December 31, 2022$3,602.7 $1,269.6 $679.1 $5,551.4 
Purchase accounting measurement period adjustments(0.5)— — (0.5)
Foreign exchange rate adjustment0.5 38.5 — 39.0 
Impairment— (414.0)— (414.0)
Balance, December 31, 2023$3,602.8 $894.1 $679.1 $5,176.0 

The gross and net goodwill balances at each period were as follows:
December 31, 2023December 31, 2022
Gross GoodwillAccumulated ImpairmentNet GoodwillGross GoodwillAccumulated ImpairmentNet Goodwill
U.S Markets$3,602.8 $— $3,602.8 $3,602.7 $— $3,602.7 
International1,308.1 (414.0)894.1 1,269.6 — 1,269.6 
Consumer Interactive679.1 — 679.1 679.1 — 679.1 
Total$5,590.0 $(414.0)$5,176.0 $5,551.4 $— $5,551.4 



101

(in millions)USIS International 
Consumer
Interactive
 Total
Balance, December 31, 2015$1,210.1
 $532.1
 $241.2
 $1,983.4
Purchase accounting adjustments4.0
 —
 —
 4.0
Acquisitions31.6
 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 adjustments14.2
 —
 —
 14.2
Acquisitions161.4
 —
 —
 161.4
Foreign exchange rate adjustment—
 19.3
 —
 19.3
Balance, December 31, 2017$1,421.3
 $706.3
 $241.2
 $2,368.8
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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, 2023December 31, 2022
GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Customer relationships$2,060.2 $(451.6)$1,608.6 $2,048.6 $(330.9)$1,717.7 
Internal use software2,204.5 (1,239.7)964.8 1,959.8 (1,029.8)930.0 
Database and credit files1,372.2 (829.2)543.0 1,337.7 (725.6)612.1 
Trademarks, copyrights and patents587.7 (188.8)398.9 587.7 (173.2)414.5 
Noncompete and other agreements10.5 (10.5)— 10.5 (9.1)1.4 
Total intangible assets$6,235.1 $(2,719.8)$3,515.3 $5,944.1 $(2,268.6)$3,675.5 
 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 software946.2
 (489.4) 456.8
 739.0
 (412.7) 326.3
Customer relationships439.5
 (114.4) 325.1
 415.7
 (89.3) 326.4
Trademarks, copyrights and patents572.1
 (84.2) 487.9
 573.3
 (69.2) 504.1
Noncompete and other agreements6.8
 (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:
GrossAccumulated AmortizationNet
Balance, December 31, 2022$5,944.1 $(2,268.6)$3,675.5 
Developed internal use software234.9 — 234.9 
Amortization— (427.8)(427.8)
Reclassified to assets-held-for-sale(1.1)0.7 (0.4)
Disposals and retirements(0.3)— (0.3)
Foreign exchange rate adjustment57.5 (24.2)33.3 
Balance, December 31, 2023$6,235.1 $(2,719.8)$3,515.3 
All amortizable intangiblesintangible 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 twelve12 to fifteen15 year period. Internal use software is generally amortized over three3 to seven10 year period. Customer relationships are amortized over a ten10 to twenty20 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 sixteen14 years.
Amortization expense related to intangible assets for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, was $170.1$427.8 million, $197.5$413.1 million and $218.1$278.2 million, respectively. Estimated future amortization expense related to intangible assets at December 31, 2017,2023 is as follows:
Annual
Amortization
Expense
2024$443.1 
2025420.8 
2026395.2 
2027332.2 
2028272.0 
Thereafter1,652.0 
Total future amortization expense$3,515.3 

102

(in millions)
Annual
Amortization
Expense
2018$192.5
2019174.5
2020155.3
2021141.1
2022132.3
Thereafter1,030.1
Total future amortization expense$1,825.8

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6.8. Other Assets
Other assets consisted of the following:
December 31,
2023		December 31,
2022
Investments in affiliated companies (Note 9)$291.4 $265.9 
Right-of-use lease assets (Note 14)98.9 127.4 
Interest rate swaps (Notes 13 and 20)162.3 237.7 
Note receivable (Note 3 and 20)82.0 70.3 
Deferred income tax asset (Note 18)11.1 8.2 
Other93.7 61.5 
Total other assets$739.4 $771.0 
The increase is other is due primarily to an increase in deferred contract acquisition costs for certain commissions paid to employees for new contracts.
(in millions)December 31,
2017		 December 31,
2016
Investments in affiliated companies$79.2
 $62.6
Deposits14.6
 9.3
Other investments13.5
 9.5
Marketable securities12.7
 12.4
Interest rate caps9.4
 —
Deferred financing fees2.0
 1.2
Other5.2
 2.5
Total other assets$136.6
 $97.5
Other investments include non-negotiable certificates of deposit that are recorded at their carrying value. See Note 7, “Investments in Affiliated Companies,” for additional information about investment in affiliated companies. See Note 9, “Other Liabilities” and Note 10, “Debt,” for additional information about the interest rate caps.
7.9. Investments in Affiliated Companies
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, credit scoring and credit monitoring services.ours.
We use theFor equity method to account for investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.
We use the cost method to account for nonmarketable investments in affiliates where we are not able to exercise significant influence. For these investments,our Cost Method Investments, we adjust the carryingcarrying value for any purchases andor sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense.
For all investments, we adjustWe have elected to account for our investment in a limited partnership, which is not material, using the carryingnet asset value if we determine that an other-than-temporary impairment has occurred. During 2016, we incurredfair value practical expedient. Gains and losses of $2.0 million on cost method investments recorded in our USIS segment. The losses werethis investment, which are not material, are included in other income and expense in the consolidated statementsConsolidated Statements of income. We had no impairments of investments in affiliated companies during 2017 and 2015.Operations.
Investments in affiliated companies consisted of the following:
(in millions)December 31,
2017		 December 31,
2016
Total equity method investments$42.8
 $39.4
Total cost method investments36.4
 23.2
Total investments in affiliated companies$79.2
 $62.6
December 31,
2023		December 31,
2022
Cost Method Investments$233.8 $213.1 
Equity method investments53.9 49.8 
Limited partnership investment3.7 3.0 
Total investments in affiliated companies (Note 8)$291.4 $265.9 
These balances are included in other assets in the consolidated balance sheets.Consolidated Balance Sheets. The increase in cost method investmentsCost Method Investments is due to three new Cost Method Investments we made during 2023, two acquisitions madeof which are recorded in our USISU.S. Markets segment and one in our International segment. In addition, we recognized impairment losses totaling $15.9 million on Cost Method Investments in our U.S. Markets segment and Corporate unit in 2023. During 2022, we acquired a Cost Method Investment as part of our VF acquisition which had a carrying value of $25.1 million. We also recorded an impairment of $4.8 million of another Cost Method Investment. During 2021, we recorded a $12.5 million gain on a Cost Method Investment resulting from an observable price change for a similar investment of the same issuer. These gains and losses are included in other income and expense in the Consolidated Statements of Operations.
Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following:
Twelve Months Ended December 31,
202320222021
Earnings from equity method investments (Note 21)$16.3 $13.0 $12.0 
Dividends received from equity method investments18.8 11.6 11.0 
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  Twelve Months Ended December 31,
(in millions) 2017 2016 2015
Earnings from equity method investments $9.1
 $8.6
 $8.8
Dividends received from equity method investments $7.4
 $8.0
 $8.7
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Dividends received10. Other Current Liabilities
Other current liabilities consisted of the following:
December 31,
2023		December 31,
2022
Accrued payroll and employee benefits$216.2 $208.5 
Accrued legal and regulatory matters (Note 23)147.8 125.0 
Deferred revenue (Note 16)125.1 111.9 
Accrued restructuring (Note 11)64.9 — 
Operating lease liabilities (Note 14)26.2 33.7 
Income taxes payable (Note 18)10.2 8.0 
Other71.5 53.5 
Total other current liabilities$661.8 $540.5 

11. Restructuring
On November 12, 2023, our Board of Directors (“Board”) approved a transformation plan to optimize our operating model and continue to advance our technology. The transformation plan includes an operating model optimization program that will reduce our global workforce, transition certain job responsibilities to global capability centers, and reduce our facility footprint. The Company expects to record pre-tax expenses associated with the operating model optimization program of approximately $155.0 million from cost method investments were $1.0the fourth quarter of 2023 through the end of 2025, with the majority of expenses to be incurred by the end of 2024.

In total, we anticipate that the pre-tax expenses related to the restructuring component of the plan will consist of approximately $110.0 million $0.9of employee separation expenses and $45.0 million and $0.8of facility exit expenses, of which a total of $75.3 million has been recorded to date.

The following table summarizes the expenses recorded to date.
Twelve Months Ended December 31, 2023
Employee separation$71.9 
Facility exit1
3.4 
Total restructuring expenses$75.3 

1.Consists of impairments of lease right-of-use (“ROU”) assets.
The following table summarizes the changes in 2017, 2016 and 2015, respectively. Dividends received from cost method investments arethe accrued restructuring reserve during the period, which is included in other incomecurrent liabilities on the Consolidated Balance Sheets.
Employee Separation Costs
Balance, December 31, 2022$— 
   Restructuring expense71.9 
   Cash payments(7.2)
   Foreign exchange rate adjustment0.2 
Balance, December 31, 2023 (Note 10)$64.9 

All restructuring expenses have been recorded in the Corporate unit, as these initiatives are predominantly centrally directed and expense.

controlled and are not included in internal measures of segment operating performance.
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8.12. Other Current Liabilities
Other current liabilities consisted of the following:
December 31,
2023		December 31,
2022
Operating lease liabilities (Note 14)$81.8 $102.0 
Unrecognized tax benefits, net of indirect tax effects (Note 18)40.2 40.1 
Deferred revenue (Note 16)15.1 5.3 
Put option (Note 20)— 10.0 
Other16.1 16.5 
Total other liabilities$153.2 $173.9 
(in millions)December 31,
2017		 December 31,
2016
Accrued payroll$84.6
 $79.3
Accrued legal and regulatory46.3
 35.9
Accrued employee benefits34.1
 31.8
Deferred revenue13.2
 12.0
Income taxes payable8.5
 11.5
Accrued interest1.5
 1.3
Contingent consideration1.1
 16.1
Other18.5
 20.8
Total other current liabilities$207.8
 $208.7
Contingent consideration decreased $15.0 million primarily due to payments made under various contingent consideration clauses of contracts we have entered into to acquire businesses. See Note 15, “Fair Value,” for additional information related to these contingent consideration obligations.

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9. Other Liabilities
Other liabilities consisted of the following:
(in millions)December 31,
2017		 December 31,
2016
Income tax payable$25.6
 $—
Unrecognized tax benefits12.3
 4.8
Retirement benefits12.2
 10.9
Purchase consideration payable12.2
 —
Interest rate caps—
 6.1
Contingent consideration—
 1.5
Other8.5
 7.4
Total other liabilities$70.8
 $30.7
The increase in income taxes payable is due to the long-term portion of the deemed mandatory repatriation tax due as discussed in Note 13, “Income Tax.” The increase in unrecognized tax benefits is primarily due to an increase in reserves for foreign tax credits and certain tax credits claimed. Purchase consideration payable represents a hold back of purchase consideration for two business acquisitions made in 2017. See Note 6, “Other Assets” and Note 10, “Debt,” for additional information about the interest rate caps.

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10.13. Debt
Debt outstanding consisted of the following:
December 31,
2023		December 31,
2022
Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest (7.72%1 at December 31, 2023, and 6.63%2 at December 31, 2022), net of original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023, and original issue discount and deferred financing fees of $5.3 million and $29.9 million, respectively, at December 31, 2022
$1,864.8 $2,433.7 
Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest (7.21%1 at December 31, 2023, and 6.13%2 at December 31, 2022), net of original issue discount and deferred financing fees of $1.9 million and $4.6 million, respectively, at December 31, 2023, and original issue discount and deferred financing fees of $2.5 million and $6.2 million, respectively, at December 31, 2022
2,179.4 2,203.3 
Senior Secured Term Loan A-4, payable in quarterly installments through October 27, 2028, with periodic variable interest (6.96%1 at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.4 million, respectively, at December 31, 2023
1,296.1 — 
Senior Secured Term Loan A-3, refinanced in 2023 with A-4 loans, with periodic variable interest (6.13%2 at December 31, 2022) and original issue discount and deferred financing fees of $1.3 million and $0.8 million, respectively, at December 31, 2022
— 1,033.0 
Finance leases0.1 0.1 
Senior Secured Revolving Credit Facility— — 
Total debt5,340.4 5,670.1 
Less: short-term debt and current portion of long-term debt(89.6)(114.6)
Total long-term debt$5,250.8 $5,555.5 
1.Periodic variable interest at Term SOFR, plus a credit spread adjustment, or alternate base rate, plus applicable margin as of December 31, 2023.
2.Periodic variable interest at LIBOR or alternate base rate, plus applicable margin as of December 31, 2022.
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(in millions)December 31,
2017		 December 31,
2016
Senior Secured Term Loan B, payable in quarterly installments through April 9, 2023, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.57% at December 31, 2017 and 3.52% at December 31, 2016), including original issue discount and deferred financing fees of $6.2 million and $3.7 million, respectively, at December 31, 2017, and original issue discount and deferred financing fees of $7.6 million and $4.4 million, respectively, at December 31, 2016$1,971.5
 $1,984.6
Senior Secured Term Loan A, payable in quarterly installments through August 9, 2022, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.07% at December 31, 2017 and 2.77% at December 31, 2016), including original issue discount and deferred financing fees of $1.4 million and $0.3 million, respectively, at December 31, 2017, and original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at December 31, 2016395.8
 375.7
Senior Secured Revolving Line of Credit85.0
 —
Other notes payable11.0
 14.2
Capital lease obligations1.3
 1.1
Total debt2,464.6
 2,375.6
Less short-term debt and current portion of long-term debt(119.3) (50.4)
Total long-term debt$2,345.3
 $2,325.2
Excluding any potential additional principal payments which may become due on the senior secured credit facilitySenior Secured Credit Facility based on excess cash flows of the prior year, scheduled future maturities of total debt at December 31, 2017,2023, were as follows:
(in millions) December 31,
2017
2018 $119.3
2019 36.7
2020 43.3
2021 39.9
2022 354.9
Thereafter 1,882.1
Unamortized original issue discounts and deferred financing fees (11.6)
Total debt $2,464.6
December 31,
2023
2024$89.6 
202589.5 
20262,230.0 
202796.0 
20282,869.0 
Thereafter— 
Unamortized original issue discounts and deferred financing fees(33.7)
Total debt$5,340.4 
Senior Secured Credit Facility
On June 15, 2010, we entered into a senior secured credit facilitySenior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan A, theB-6, Senior Secured Term Loan BB-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the senior secured revolving line of credit.Senior Secured Revolving Credit Facility.
On August 9, 2017,December 1, 2021, we refinanced and amendedentered into an agreement to amend certain provisions of the Senior Secured Credit Facility and exercise our senior secured credit facility. Amendmentsright to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the incremental loan on the Senior Secured Credit Facility were used to fund the acquisition of Neustar.
In addition, on December 1, 2021, we entered into a Second Lien Credit Agreement to obtain term loans (the “Second Lien Term Loan”) in an aggregate amount of $640.0 million, less original issue discount and deferred financing fees of $3.2 million and $14.3 million, respectively, used to fund the acquisition of Sontiq. On December 23, 2021, we fully repaid the Second Lien Term Loan using a portion of the proceeds from our sale of the Healthcare business. As a result of the prepayment, we expensed $3.2 million and $14.2 million, respectively, of the unamortized original issue discount and deferred fees to other income and expense in the Consolidated Statements of Operations.
On May 15, 2023, we amended the Senior Secured Credit Facility to replace the reference rate from London Interbank Offered Rate (“LIBOR”) to Term Secured Overnight Financing Rate (“Term SOFR”). We applied the practical expedient for reference rate reform to treat the amendment as a continuation of the existing debt agreement.
On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Term Loan B included a 0.50% reduction in the applicable margin. AmendmentsCredit Facility pursuant to thewhich we entered into Senior Secured Term Loan A includedA-4 with an extensionaggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity date from June 2020December 10, 2024 to August 2022, a reductionOctober 27, 2028. In connection with the refinancing, we expensed $5.9 million of the unamortized original issue discount, deferred financing fees, and other related fees to other income and expense in the applicable margin depending on our total net leverage ratio, an increase in borrowingConsolidated Statements of Operations for the year ended December 31, 2023. Additionally, we recorded incremental deferred financing fees of $4.8 million that will be amortized over the new loan term. Senior Secured Term Loans A-3 and A-4 are a syndicated debt instruments. As a result of the refinancing, we repaid $347.7 million of principal to $400.0lenders who left the syndicate and received $655.8 million of principal from new or existing lenders.
During 2023 and 2022, we prepaid $250.0 million and 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 financial covenant test not to exceed a senior secured net leverage ratio of 5.5-to-1. On January 31, 2017, we refinanced and amended certain provisions$600.0 million, respectively, of our Senior Secured Term Loan B. These refinancings resulted in $10.5B-6, funded from our cash on hand. During 2021, we prepaid $85.0 million of refinancingSenior Secured Term Loan B-5, funded with cash on hand. As a result of these prepayments, we expensed $3.4 million, $9.3 million and $0.5 million in each respective year of the unamortized original issue discount and deferred fees and other net costs expensed and recorded into other income and expense in the consolidated statementsConsolidated Statements of income in 2017.
On July 15, 2015, we used the net proceeds from our IPO, along with $350.0 million of borrowings from the Senior Secured Term Loan A, to redeem all of our then outstanding 9.625% and 8.125% Senior Notes, including a prepayment premium, accrued interest

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and certain transaction costs. Collectively the refinance and redemptions resulted in $37.6 million of expenses recorded in other income and expense in the consolidated statements of income in 2015.Operations.
Interest rates on the Senior Secured Term Loan BB-6 are based on the London Interbank Offered Rate (“LIBOR”)Term SOFR with a floor of 0.50%, unless otherwise elected, plus a margin of 2.25% or 2.00%. depending on our total net leverage ratio, plus a credit spread adjustment. The Company is required to make principal payments at the end of each quarter of 0.25% of the 2017 refinanced2021 incremental principal balance plus additional borrowings with the remaining balance due April 9, 2023.December 1, 2028.
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Interest rates on the Senior Secured Term Loan B-5 are based on Term SOFR, unless otherwise elected, plus a margin of 1.75%, plus a credit spread adjustment. The Company is alsorequired to make principal payments at the end of each quarter of 0.25% of the 2019 refinanced principal balance with the remaining balance due November 15, 2026.
Interest rates on Senior Secured Term Loan A-4 are based on Term SOFR, unless otherwise elected, plus a margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio, plus a credit spread adjustment. The Company is required to make principal payments of 0.625%, of the 2023 refinanced principal balance, at the end of each quarter through December 2025; principal payments increase to 1.25% each quarter thereafter with the remaining balance due October 27, 2028.
Interest rates on the Senior Secured Revolving Credit Facility are based on Term SOFR, unless otherwise elected, plus a margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio, plus a credit spread adjustment. There is a 0.20%, 0.25% or 0.30% annual commitment fee, depending on our total net leverage ratio, payable quarterly based on the undrawn portion of the Senior Secured Revolving Credit Facility. The commitment under the Senior Secured Revolving Line of Credit expires on October 27, 2028.
The Company may be required to make additional payments based on excess cash flows of the prior year, as defined in the agreement, of the prior year.agreement. Depending on the senior secured net leverage ratio for the year, a principal payment of between zero and fifty percent of the excess cash flows will be due the following year. There wereis no required excess cash flow payment due for 2023. Additional payments based on excess cash flows for 2017 and thereforecould be due in future years.
As of December 31, 2023, we have no payment is required in 2018.
Interest rates on Senior Secured Term Loan A are based on LIBOR, unless otherwise elected, plus a margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio. The Company is required to make principal payments of 0.625% of the 2017 refinanced principaloutstanding balance plus additional borrowings at the end of each quarter through September 2019, increasing to 1.25% each quarter thereafter, with the remaining balance due August 9, 2022.
Interest rates on the Senior Secured Revolving Line of Credit are based on LIBOR, unless otherwise elected, plus a margin of 1.25%, 1.50% or 1.75% depending on our total net leverage ratio. There is a 0.20%, 0.25% or 0.30% annual commitment fee, depending on our total net leverage ratio, payable quarterly based on the undrawn portion of the Senior Secured Revolving Line of Credit. The commitment under the Senior Secured Revolving Line of Credit expires on August 9, 2022.
During 2017, we borrowed $215.0 million under the Senior Secured Revolving Line of Credit to partially fund various acquisitionsFacility and the repurchase of our common stock. See Note 11, “Stockholders’ Equity” for additional information regarding the common stock repurchase. During the year, we repaid $130.0$1.2 million of theoutstanding letters of credit and an available borrowing on the Senior Secured Revolving Linebalance 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.$598.8 million.
TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of an additional $675.0$1,000.0 million and 100% of Consolidated EBITDA, onminus the same terms underamount of secured indebtedness and the existing senior secured credit facility,amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1.0,4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. 
On March 31, 2016, we borrowed an additional $150.0 million of our Senior Secured Term Loan B, on the same terms as the original Senior Secured Term Loan B, to pay off the balance on our Senior Secured Revolving Line of Credit that we had drawn on in February 2016 to fund the acquisition of CIFIN and for general corporate purposes. On May 31, 2016, we borrowed an additional $55.0 million of our Senior Secured Term Loan A, on the same terms as the original Senior Secured Term Loan A, to fund an additional investment in CIFIN and for general corporate purposes.
With certain exceptions, the senior secured credit facilitySenior 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 facilitySenior 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 testmeasurement 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, 2017,2023, we were in compliance with all debt covenants.
Interest Rate Hedging
Effective May 31, 2023, we amended all our interest rate swaps to replace the reference rate from LIBOR to Term SOFR. We
applied the practical expedient for reference rate reform to continue to apply hedge accounting to the existing relationships.
On December 18, 2015,November 16, 2022, we entered into interest rate capswap agreements with various counter-partiescounterparties that effectively capfix our LIBORvariable interest rate exposure on a portion of our existing senior secured term loansSenior Secured Term Loan or similar replacement debt at 0.75% beginning Junedebt. The swaps commenced on December 30, 2016.2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,300.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these capswap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount underof $1,568.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements is $1,483.5 million and will continue to decrease each quarter until the agreement terminatesas cash flow hedges.
On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020. In July 2016, we began2020, and expired on June 30, 2022. The second swap commenced on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,080.0 million that amortizes each quarter after it
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commences. The second swap requires us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the various counter-parties a fixedvariable rate on the outstanding notional amounts of between 0.98% and 0.994% and receive payments to the extent LIBOR exceeds 0.75%.our loans. We have designated these swap agreements as cash flow hedges.
The interest rate caps are recorded on the balance sheet at fair value. The effective portion of changeschange in the fair value of the interest rate cap agreementsour hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, (loss). and reclassified to interest expense when the corresponding hedged debt affects earnings.
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 thenet change in the fair value of the capsswaps resulted in an unrealized loss of $75.5 million ($56.6 million, net of tax), an unrealized gain of $6.2$260.1 million an unrealized loss($195.2 million, net of $7.5 million,tax), and an unrealized gain of $0.3$67.3 million ($50.5 million, net of tax,tax) for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively, recorded in other comprehensive income. The ineffective portion ofInterest income on the changeswaps 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 yearstwelve months ended December 31, 2017, 20162023 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

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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 20162022 was $4.3$112.6 million ($2.884.4 million, net of tax) and $1.6$8.3 million ($1.06.2 million, net of tax). Interest expense on the swaps in the twelve months ended December 31, 2021 was $41.8 million ($31.4 million, net of tax), respectively. We expect to reclassifyrecognize a gain of approximately $0.7$94.3 million from other comprehensive incomeas a reduction to interest expense relateddue to our expectation that the fair valuevariable rate that we receive will exceed the fixed rates of the portion of the caps expiring and payments received to the extent LIBOR exceeds 0.75% ininterest over the next twelve months.
Fair Value of Debt
As of December 31, 2017,2023 and 2022, the fair value of our Senior Secured Term Loan B-6, excluding original issue discounts and deferred fees, was approximately $1,895.1 million and $2,450.5 million, respectively. As of December 31, 2023 and 2022, the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees, was approximately $2,191.5 million and $2,184.4 million, respectively. As of December 31, 2023 and 2022, the fair value of our variable-rate Senior Secured Term Loan A and Senior Secured Revolving Line of Credit, excluding original issue discounts and deferred fees, approximates the carrying value. As of December 31, 2017, the fair value of our Senior Secured Term Loan B,A-4, excluding original issue discounts and deferred fees was approximately $1,993.8 million.$1,291.9 million and $1,026.6 million, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for thesethe publicly traded instruments.
11.14. Leases
Our lease obligations consist of operating leases for office space and data centers and a small number of finance leases for equipment. Our operating leases have remaining lease terms of up to 9.2 years. As of December 31, 2023 and 2022, the weighted-average remaining lease terms were 6.1 years and 6.4 years, respectively. We have options to extend many of our operating leases for an additional period of time and options to terminate several of our operating leases early. The lease term consists of the non-cancelable period of the lease, periods covered by options to extend the lease if we are reasonably certain to exercise the option, periods covered by an option to terminate the lease if we are reasonably certain not to exercise the option, and periods covered by an option to extend or not to terminate the lease in which the exercise of the option is controlled by the lessor.
On the commencement date of an operating lease, we record a ROU asset, which represents our right to use or control the use of the specified asset for the lease term, and an offsetting lease liability, which represents our obligation to make lease payments arising from the lease, based on the present value of the net fixed future lease payments due over the initial lease term. We use an estimate of the incremental borrowing rate for similarly rated debt issuers, at the inception of the lease or when the lease is assumed, as the discount rate to determine the present value of the net fixed future lease payments, except for leases where the interest rate implicit in the lease is readily determinable. As of December 31, 2023 and 2022, the weighted-average discount rate at lease inception used to calculate the present value of the fixed future lease payments were 4.5% and 4.2%, respectively.
Lease accounting guidance under Accounting Standards Codification 842 Leases (“ASC 842”) requires us to expense the net fixed payments of operating leases on a straight-line basis over the lease term. ASC 842 requires us to include any built up deferred or prepaid rent balance resulting from the difference between the straight-line expense and the cash payments as a component of our ROU asset. Also included in our ROU asset is any monthly prepayment of rent. Our rent expense is typically due on the first day of each month, and we typically pay rent several weeks before it is due, so at any given month end, we will have a prepaid rent balance that is included as a component of our ROU asset.
Our operating leases principally involve office space with fixed monthly lease payments that may also contain variable non-lease components consisting of common area maintenance, operating expenses, insurance and similar costs of the space that we occupy. We have adopted the practical expedient to not separate these non-lease components from the lease components and instead account for them as a single lease component for all of our leases. This practical expedient allows us to allocate the fixed lease components and the non-lease components based on the contractually stated amounts, with the fixed lease components included in our ROU assets and lease liability values. The variable payments are not included within the operating lease ROU assets or lease liabilities and are expensed in the period in which they are incurred.
We have no significant short-term operating leases, finance leases, or subleases.
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ROU assets are included in Other Assets, and operating lease liabilities are included in Other Current Liabilities and Other Liabilities in our Consolidated Balance Sheet. Finance lease assets are included in Property, Plant and Equipment, and finance lease liabilities, if any, are included in the Current Portion of Long-term Debt and Long-term Debt in our Consolidated Balance Sheet. See Note 8, “Other Assets,” Note 10, “Other Current Liabilities,” Note 12, “Other Liabilities,” and Note 13, “Debt,” for additional information about these items.
For the years ended December 31, 2023, 2022 and 2021 our operating lease costs, including fixed, variable and short-term lease costs, were $39.7 million, $44.5 million and $30.4 million, respectively. Cash paid for operating leases are included in operating cash flows and were $39.4 million, $36.5 million and $30.9 million, for the years ended December 31, 2023, 2022 and 2021, respectively. Our finance lease amortization expense, interest expense, and cash paid were not significant for the reported periods.
We have elected to use the portfolio approach to assess the discount rate we use to calculate the present value of our future lease payments. Using this approach does not result in a materially different outcome compared with applying separate discount rates to each lease in our portfolio.
We have adopted an accounting policy to recognize rent expense for short-term leases, those leases with initial lease terms of twelve months or less, on a straight-line basis in our income statement.
For leases where we will derive no economic benefit from leased space that we have vacated, we recognize an impairment of right-of-use assets at the time we vacate. As of December 31, 2023, we recognized an impairment of $3.4 million as disclosed in Note 11, “Restructuring.”
Future fixed payments for non-cancelable operating leases in effect as of December 31, 2023 are payable as follows:
Operating Leases
2024$30.4 
202521.1 
202617.0 
202713.9 
20289.0 
Thereafter31.2 
Total operating lease payments122.6 
Less imputed interest(14.3)
Totals$108.3 

The future fixed payments for non-cancelable finance leases are $0.1 million and are due in 2024.
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15. Stockholders’ Equity
Common Stock SplitDividends
The dividend rate was $0.105 per share in each quarter of 2023 and the third and fourth quarters of 2022, $0.095 per share in each quarter from the second quarter of 2021 to the second quarter of 2022, and $0.075 per share in the first quarter of 2021. During 2015,2023, 2022 and 2021, we effected a 1.333paid dividends of $81.8 million, $77.8 million and $69.8 million, respectively. Dividends declared accrue to 1outstanding restricted stock splitunits and are paid to employees as dividend equivalents when the restricted stock units vest.
Any determination to pay dividends in the future will be at the discretion of our common stock. All periods presented in theseBoard and will depend on a number of factors, including our liquidity, results of operations, financial statements reflect this split. The impact of the split resulted incondition, contractual restrictions, restrictions imposed by applicable law, and other factors our Board deems appropriate. We currently have capacity and intend to continue to pay a reclassification of the beginning balance of additional paid-in capitalquarterly dividend, subject to common stock to reflect the increase in par value.approval by our Board.
Treasury Stock
OnIn February 13, 2017, our board of directorsBoard authorized the repurchase of up to $300.0 million of our common stock over the next three years. Our board of directorsBoard removed the three-year time limitation onin February 8, 2018. On February 22, 2017, the Company purchased 1.85To date, we have repurchased $133.5 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 and have the ability to repurchase the remaining $166.5 million.
We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by certainapplicable law, market conditions, the cost of our stockholders. On May 2, 2017,repurchasing shares, the Company purchased an additional 1.65availability of alternative investment opportunities, and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
During 2023, 2022 and 2021, 0.8 million, 0.8 million and 1.2 million outstanding employee restricted stock units vested and became taxable to the employees. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement. During 2023, 2022 and 2021 we remitted cash to the respective governmental agencies equivalent to the value of the shares employees used to satisfy their withholding obligations of common stock for a total of $65.2$18.4 million, from the underwriters of a secondary offering of shares of our common stock by certain of our stockholders.$32.5 million and $36.8 million, respectively.
Preferred Stock
As of December 31, 20172023 and 2016,2022, we had 100.0 million shares of preferred stock authorized and no preferred stock issued or outstanding.
Redeemable Non-controlling Interest
During16. Revenue
We have contracts with two general groups of performance obligations, Stand Ready Performance Obligations and Other Performance Obligations. Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service, and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the first quartersale of 2016, redeemable noncontrolling interest increased $59.5 million,certain batch data sets and various professional and other services.
Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to and adjust any estimates as facts and circumstances evolve.
For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts withexpected durations of one year or less.
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Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time,based on an estimate of progress towards completion of that obligation. These contracts are not material.
In certain circumstances, we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.
Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.
Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings, and cash collections. Contract assets include our purchaseright to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of CIFINtime, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and our exerciseare not material as of December 31, 2023 and 2022.
As most of our call rights oncontracts with customers have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the Drivers History Information Sales, LLC (“DHI”) noncontrolling interest. During the second quarter of 2016, we redeemed allDecember 31, 2023 current deferred revenue balance as revenue during 2024. The majority of our redeemable noncontrolling interestlong-term deferred revenue, which is not material, is expected to be recognized in CIFIN and DHI, resulting in no redeemable noncontrolling interest atless than two years.
We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. As of December 31, 20172023, the aggregate amount of transaction price attributable to future performance obligations for long-term non-cancelable contracts, excluding the variable component, totals approximately $690 million. We expect to recognize approximately 55% of this amount in 2024, 30% in 2025 and 2016.15% thereafter.
For additional disclosures about the disaggregation of our revenue see Note 21, “Reportable Segments.”
12.
17. Earnings Per Share
Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans.
As of December 31, 2017,2023, 2022 and 2021, there were 0.1less than 1.0 million anti-dilutive weighted stock-based awards outstanding. In addition,As of December 31, 2023, 2022 and 2021, there were no0.4 million, 0.2 million and 0.1 million, respectively, of contingently issuable market-basedperformance-based stock awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. As of December 31, 2016, there were 0.1 million anti-dilutive stock-based awards outstanding. In addition, there were 5.9 million contingently issuable market-based stock awards outstanding that werePotentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted earningsnet income per share calculation because the contingencies had not been met. As of December 31, 2015, there were less than 0.1 million anti-dilutive stock-based awards outstanding. In addition, there were 6.1 million contingently issuable market-based stock awards outstanding that were excluded from the diluted earnings per share calculations because the contingencies had not been met.

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Basic and diluted weighted average shares outstanding and earnings per share were as follows:
Twelve Months Ended December 31,
202320222021
(Loss) income from continuing operations$(190.1)$264.1 $373.7 
Less: income from continuing operations attributable to noncontrolling interests(15.4)(15.2)(15.0)
(Loss) income from continuing operations attributable to TransUnion$(205.4)$248.9 $358.7 
Discontinued operations, net of tax(0.7)17.4 1,031.7 
Net (loss) income attributable to TransUnion$(206.2)$266.3 $1,390.3 
Basic (loss) earnings per common share1 from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.87 
Discontinued operations, net of tax— 0.09 5.39 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.26 
Diluted (loss) earnings per common share1 from:
(Loss) income from continuing operations attributable to TransUnion$(1.06)$1.29 $1.86 
Discontinued operations, net of tax— 0.09 5.35 
Net (loss) income attributable to TransUnion$(1.07)$1.38 $7.20 
Weighted-average shares outstanding:
Basic193.4 192.5 191.4 
Dilutive impact of stock based awards— 0.7 1.6 
Diluted193.4 193.1 193.0 
1.For each period presented above, each component of (loss) earnings per share is calculated independently, therefore, rounding differences may exist in the table above.
  Twelve Months Ended December 31,
(in millions) 2017 2016 2015
       
Earnings per share - basic      
Earnings available to common stockholders $441.2
 $120.6
 $5.9
Weighted average shares outstanding 182.4
 182.6
 165.3
Earnings per share - basic $2.42
 $0.66
 $0.04
       
Earnings per share - diluted      
Earnings available to common stockholders $441.2
 $120.6
 $5.9
       
Weighted average shares outstanding 182.4
 182.6
 165.3
Dilutive impact of stock based awards 7.4
 2.0
 1.5
Weighted average dilutive shares outstanding 189.9
 184.6
 166.8
Earnings per share - diluted $2.32
 $0.65
 $0.04

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13.18. Income Taxes
In accounting for the impacts of the Tax Cuts and Jobs Act (the “Act”), we followed the SEC guidance in Staff Accounting Bulletin (“SAB”) 118 issued in late December 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 and related disclosures. Specifically, SAB 118 prescribes guidance 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 a reasonable estimate, and those for which the accounting is incomplete and the company does not have a reasonable estimate.
Included in our 2017 tax provision was a $175.3 million net benefit to income tax expense for the effects of the Act. At December 31, 2017, we had not completed the accounting for the tax effects for certain aspects of the Act. However, we were able to calculate or make reasonable estimates of the effects on the existing deferred tax balances and the impact of the one-time transition tax, including the following:
The U.S. federal corporate tax rate reduction from 35% to 21%: We revalued all relevant domestic deferred tax assets and liabilities at the new 21% rate, including related state amounts. We recorded a $182.9 million net deferred income tax benefit for this item. We also made a reasonable estimate of all the differences between the financial statement basis and tax basis in domestic assets and liabilities originating in 2017 and recorded a $4.3 million estimated deferred income tax expense for these items. This estimate is subject to change over the measurement period, as we perform additional analysis on them in connection with filing our 2017 tax returns.
The federal and state impacts of the one-time deemed mandatory repatriation tax: We recorded a $33.5 million estimated current income tax expense for this item. This estimate is subject to change over the measurement period, as the federal and state tax authorities issue clarifying guidance on this provision and as we finalize our estimates and documentation necessary for the calculations. Specifically, we need to further gather, verify and document the underlying earnings and profits, foreign taxes and other data required for all relevant historical years.
Our assertion for unremitted earnings and other outside basis differences in foreign subsidiaries taxed under the one-time deemed mandatory repatriation tax provision: Since all of these earnings have now been taxed under the Act, there is no longer a need for any federal and state reserves on unremitted earnings of certain foreign subsidiaries. As such, we released the reserves and recorded a $31.5 million estimated net deferred income tax benefit for this item. This estimate is also subject to change over the measurement period, as we finalize the impact of the Act on the outside basis differences in certain foreign subsidiaries.
We have not completed our analysis, nor could we establish a reasonable estimate to record a federal and state Global Intangible Low Taxed Income (“GILTI”) provision in 2017. Further, the FASB has indicated it will issue guidance clarifying an accounting policy election for the treatment of GILTI in 2018. Accordingly, we have not made an election. During 2018, we will consider any clarifying guidance from the FASB and taxing authorities and complete our analysis.
During 2018, we will continue to analyze other aspects of the Act, which we currently believe will not have a material impact, and will consider any clarifying guidance from the FASB and taxing authorities relative to all aspects of the Act.  We will complete our analysis in 2018.
The provision (benefit) for income taxes consisted of the following:
Twelve Months Ended December 31,
202320222021
Federal
Current$100.0 $101.8 $62.9 
Deferred(102.1)(55.9)(9.3)
State
Current11.1 28.7 18.9
Deferred(28.3)(14.6)— 
Foreign
Current96.3 77.367.3
Deferred(32.3)(18.4)(7.9)
Provision for income taxes$44.7 $118.9 $131.9 

 Twelve Months Ended December 31,
(in millions)2017 2016 2015
Federal     
Current$82.3
 $53.9
 $3.8
Deferred(221.8) (21.3) (8.2)
State     
Current8.4
 6.9
 (0.3)
Deferred9.9
 10.6
 (5.5)
Foreign     
Current43.0
 35.4
 25.1
Deferred(0.9) (11.5) (3.6)
Total (benefit) provision for income taxes$(79.1) $74.0
 $11.3
The components of income before income taxes consisted of the following:

Twelve Months Ended December 31,
202320222021
Domestic$(40.6)$151.5 $322.5 
Foreign(104.7)231.5 183.1 
(Loss) income from continuing operations before income taxes$(145.3)$383.0 $505.6 
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 Twelve Months Ended December 31,
(in millions)2017 2016 2015
Domestic$265.7  $128.0  $(30.5)
Foreign106.8  77.4  57.1 
Income before income taxes$372.5  $205.4  $26.6 
The effective income tax rate reconciliation consisted of the following:
 Twelve Months Ended December 31,
(in millions)2017 2016 2015
Income taxes at 35% statutory rate$130.4
 35.0 % $71.9
 35.0 % $9.3
 35.0 %
Increase (decrease) resulting from:           
     State taxes, net of federal benefit5.6
 1.5 % 15.4
 7.5 % (5.8) (21.8)%
     Foreign rate differential(5.3) (1.4)% (1.8) (0.9)% (2.6) (9.9)%
     Current year tax impact of unremitted foreign earnings9.3
 2.5 % 7.7
 3.7 % 11.1
 41.8 %
     Impact of foreign dividends4.1
 1.1 % 0.1
 — % 0.1
 0.2 %
     DPAD & R&D tax credit(3.8) (1.0)% (5.0) (2.4)% —
 — %
     International restructuring(9.9) (2.7)% (13.6) (6.6)% —
 — %
     Tax Reform Impact(175.3) (47.1)% —
 — % —
 — %
     Excess Tax Benefit on stock-based compensation(39.3) (10.5)% —
 — % —
 — %
     Other5.1
 1.4 % (0.7) (0.3)% (0.8) (2.9)%
Total$(79.1) (21.2)% $74.0
 36.0 % $11.3
 42.4 %
Twelve Months Ended December 31,
202320222021
Income taxes at statutory rate$(30.5)21.0 %$80.4 21.0 %$106.2 21.0 %
Increase (decrease) resulting from:
State taxes, net of federal benefit(21.9)15.1 %8.0 2.1 %15.6 3.1 %
Foreign rate differential(22.5)15.5 %(4.6)(1.2)%(6.8)(1.3)%
Excess tax benefits on stock-based compensation3.0 (2.0)%(5.0)(1.3)%(10.8)(2.2)%
Foreign tax law changes— — %(0.1)— %22.7 4.5 %
Uncertain tax positions7.5 (5.2)%5.7 1.5 %4.6 0.9 %
Valuation allowances3.1 (2.1)%18.3 4.7 %(5.0)(1.0)%
Foreign withholding taxes13.0 (8.9)%9.6 2.5 %6.5 1.3 %
U.S. Federal tax on foreign earnings0.2 (0.1)%(1.4)(0.4)%(15.1)(3.0)%
U.S. Federal R&D tax credit(8.6)5.9 %(9.7)(2.5)%(6.4)(1.3)%
Nondeductible expenses6.8 (4.7)%14.0 3.6 %20.0 4.0 %
Nondeductible goodwill impairment97.3 (67.0)%— — %— — %
Other(2.7)1.7 %3.7 1.0 %0.4 0.1 %
Total$44.7 (30.8)%$118.9 31.0 %$131.9 26.1 %
For 2017,2023, we reported a negative 21.2%(30.8)% effective tax rate, which is lower than the 35.0%21.0% U.S. federal corporate statutory rate due primarily to the one-time decreases resulting from enactmentimpact of the Act in December 2017 and the excess taxnon-deductible goodwill impairment partially offset by benefits on stock-based compensation that is now recorded to income tax expensethe remeasurement of deferred taxes due to our adoption of ASU 2016-09 on January 1, 2017.changes in state apportionment rates.
For 2016,2022, we reported a 36.0%31.0% effective tax rate, which is higher than the 35.0%21.0% U.S. federal corporate statutory rate due primarily to increases resulting from changes to our statein valuation allowances on foreign tax assumptionscredit carryforwards, nondeductible expenses in connection with certain legal and tax on our foreign earnings that are not considered permanently reinvested outside the United States,regulatory matters and executive compensation limitations, and other rate-impacting items, partially offset by decreases resultingbenefits from the impact of international restructuringresearch and Internal Revenue Code Section 199 Domestic Productions Activities Deduction (“DPAD”)development credit and Research and Development (“R&D”)excess tax credits.benefits on stock-based compensation.
For 2015,2021, we reported a 42.4%26.1% effective tax rate, which is higher than the 35.0%21.0% U.S. federal corporate statutory rate due primarily to recording tax onexpense related to the remeasurement of our foreign earnings that are not considered permanently reinvested outsideU.K. deferred taxes to reflect an increase in the United States,U.K. corporate tax rate enacted in the second quarter 2021 and nondeductible transaction costs and penalties, partially offset by a favorable foreignexcess tax rate differentialbenefits on stock based compensation and a credittax benefit related to deferred stateelecting the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019 tax expense for changes in state tax rates.
As of December 31, 2017, in connection withyears. On July 20, 2020, the one-time mandatory deemed repatriation tax mandated under the Act, we recorded a $33.5 million estimated currentU.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income tax expense on our cumulative unremitted foreign earnings. We have recorded $5.9 million of foreign withholding taxes on unremitted earnings from foreign subsidiaries that are not permanently reinvested at the foreign operating subsidiary level that are payable once those earnings are remitted to the foreign parent, and foreign capital gains taxes of $6.8 million on the outside basis difference in excess of unremitted earnings for an investment in a non-consolidated foreign affiliate. No incremental foreign withholding tax liability has been made beyond the $5.9 million noted above. The company has not accrued a provision for any incremental U.S. tax due on unremitted earnings that are permanently reinvested outside of the U.S., which is subject to change as we finalize our analysis of the impact of the Act.


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a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available.
Components of net deferred income tax consisted of the following:
December 31, 2023December 31, 2022
Deferred income tax assets:
Compensation$21.7 $19.5 
Employee benefits38.4 25.5 
Legal reserves and settlements11.0 10.7 
Loss and tax credit carryforwards228.0 179.2 
Leases26.9 38.4 
Section 174 R&D Expense58.1 37.7 
Other36.3 36.7 
Gross deferred income tax assets$420.4 $347.7 
Valuation allowance(104.7)(98.9)
Total deferred income tax assets, net$315.7 $248.8 
Deferred income tax liabilities:
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(in millions)
December
 31, 2017
 
December
 31, 2016
Deferred income tax assets:   
     Compensation$16.4
 $20.1
     Employee benefits2.5
 4.9
     Legal reserves and settlements5.2
 7.4
     Hedge investments1.1
 4.8
     Financing related costs—
 4.2
     Loss and credit carryforwards105.7
 84.9
     Other7.7
 10.0
Gross deferred income tax assets138.6
 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) $(579.0)
Depreciation and amortization(789.8)(874.9)
Right of use asset(25.1)(36.0)
Taxes on unremitted foreign earnings(24.0)(14.6)
Investment in affiliated companies(7.6)(7.3)
Hedge investments(40.6)(59.3)
Other(10.4)(10.5)
Total deferred income tax liability(897.5)(1,002.6)
Net deferred income tax liability$(581.8)$(753.8)
Deferred tax assets and liabilities result from temporary differences between tax and accounting policies.methods. Our balance sheet includes a deferred tax assetassets of $1.9$11.1 million that isand $8.2 million at December 31, 2023 and 2022, respectively, which are included in other assets.
If certain deferred tax assets are not likely to be recoveredrecoverable in future years a valuation allowance is recorded. During 2017, our valuation allowance increased $26.1 million primarily due to the current year foreign tax credit carryforward. As of December 31, 20172023 and 2016,2022, a valuation allowance of $85.3$104.7 million and $59.2$98.9 million, respectively, reduced deferred tax assets generatedrelated to worldwide net operating losses and tax credit carryforwards. Our estimate of the amount of the deferred tax asset we can realize requires significant assumptions about projected revenues and income that are impacted by capital loss,future market and economic conditions. Our carryforwards will expire as follows: U.S. federal net operating loss carryforwards over four years to an indefinite number of years, foreign loss, foreign tax credit and certain state net operating loss carryforwards. Capital loss carryforwards over two to four years, U.S. federal net operating losses over nine to nineteen years, foreign loss carryforward over sixone year to an indefinite numbersnumber of years, foreign tax credit carryforwardcarryforwards over the next ten years, interest expense carryforwards over an indefinite number of years, state net operating loss carryforwards over one year to an indefinite number of years and state tax credit carryforwards over one year to an indefinite number of years. As of December 31, 2023, the next four to eighteen years.deferred tax assets associated with U.S. foreign tax credit carryforwards and U.S. federal net operating loss carryforwards were $62.9 million and $6.7 million, respectively. Deferred tax assets associated with foreign net operating loss carryforwards and foreign interest expense carryforwards were $31.6 million and $60.3 million, respectively. Deferred tax assets associated with U.S. federal and state interest expense carryforwards is $42.9 million. Deferred tax assets associated with other loss and tax credit carryforwards were not significant.
The total amount of gross unrecognized tax benefits asconsisted of December 31, 2017 and 2016, was $12.3 million and $4.8 million, respectively. the following:
December 31, 2023December 31, 2022December 31, 2021
Balance as of beginning of period$45.1 $45.8 $36.9 
Increase (decrease) in tax positions due to acquisition— (0.1)5.3 
Increase in tax positions of prior years2.2 0.3 5.6 
Decrease in tax positions of prior years(3.4)(3.7)(4.5)
Increase in tax positions of current year3.0 3.2 2.8 
Reductions relating to settlement and lapse of statute(1.9)(0.4)(0.4)
Balance as of end of period$45.0 $45.1 $45.8 
The amounts that would affect the effective tax rate if recognized are $8.2$34.5 million, $30.5 million and $4.8$28.3 million, respectively.
The total amount of unrecognized tax benefits consisted of the following:
(in millions)
December 31,
 2017
 
December 31,
 2016
Balance as of beginning of period$4.8
 $1.9
Increase in tax positions of prior years2.8
 0.7
Increase for tax positions of current year4.7
 2.5
Decrease in tax positions due to settlement and lapse of statute—
 (0.3)
Balance as of end of period$12.3
 $4.8
We classify interest on unrecognized tax benefits as interest expense and income tax penalties as other income or expense in the consolidated statements of income. We classify any interest or income tax penalties related to unrecognized tax benefits as other liabilities in the consolidated balance sheets. There was no significant interest expense related to taxesrespectively, for the years ended December 31, 2017, 2016 or 2015,2023, 2022 and no significant liability recorded for2021.
We classify interest payableand penalties as income tax expense in the Consolidated Statements of December 31, 2017 or 2016. There was no significant expense recognized forOperations and their associated liabilities as other liabilities in the Consolidated Balance Sheets. Interest and penalties on unrecognized tax penaltiesbenefits were $14.0 million, $10.1 million and $7.6 million, respectively, for the years ended December 31, 2017, 2016 or 2015,2023, 2022 and no significant liability recorded for tax penalties as of December 31, 2017 or 2016.2021.
We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax

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benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Tax years 20082009 and forward remain open for examination in some state and foreign jurisdictions, 2015 and tax yearsforward in some state jurisdictions, and 2012 and forward remain open for examination for U.S. federal purposes.
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19. Stock-Based Compensation
For the years ended December 31, 2017, 2016 and 2015, we recognized stock-based compensation expense of $47.7 million, $31.2 million and $22.3 million, respectively, with related income tax benefits of approximately $16.3 million, $11.3 million and $8.3 million, respectively. Of the stock-based compensation expense recognized in 2017, 2016 and 2015, $14.6 million, $6.8 million and $13.3 million, respectively, was from cash-settleable awards.
On June 4, 2015, in anticipation of our IPO, our board of directors authorized and we effected a 1.333 to 1 stock split of our common stock. All periods presented in these financial statements reflect this split. See Note 11, “Stockholders’ Equity” for further discussion on the stock split.
Under the TransUnion Holding Company, Inc. 2012 Management Equity Plan (the “2012 Plan”), stock-based awards could be issued to executive officers, employees and independent directors of the Company. A total of 10.1 million shares were authorized for grant under the 2012 Plan. Effective upon the closing of the IPO,our initial public offering, the Company’s board of directorsBoard and its stockholders adopted the TransUnion 2015 Omnibus Incentive Plan, which has since been amended and restated (the “2015 Plan”), and no more shares can be issued under the 2012 Plan. A total of 5.4 millionDuring 2020, we increased the authorized shares have been authorized for grantavailable under the 2015 Plan.plan to a total of 12.4 million shares. The 2015 Plan provides for the granting of stock options, restricted stock awards and other stock-based or performance-based awardsrestricted stock units to key employees, directors or other persons having a service relationship with the Company and its affiliates. As of December 31, 2017,2023, there were approximately 2.03.4 million of unvested awards outstanding and approximately 0.15.8 million of awards have vested under the 2015 Plan.
For all equity-based plans, we estimate expected forfeitures and make adjustments during the year for actual forfeitures. We review our estimates at least annually to determine if adjustments are needed to our estimate.
Effective upon the closing of the IPO,initial public offering, the Company’s board of directorsBoard and its stockholders adopted the TransUnion 2015 Employee Stock Purchase Plan, which has since been amended and restated (the “ESPP”). A total of 2.4 million shares have been authorized to be issued under the ESPP. The ESPP provides certain employees of the Company with an opportunity to purchase the Company’s common stock at a discount. As of December 31, 2017,2023, the Company has issued approximately 0.21.7 million shares of common stock under the ESPP.
For the years ended December 31, 2023, 2022 and 2021, we recognized stock-based compensation expense of $100.6 million, $81.1 million and $70.1 million, respectively, with related income tax benefits of approximately $17.2 million, $13.5 million and $10.0 million, respectively. Stock-based compensation expense for cash-settleable awards was an expense of $0.2 million in 2023, a benefit of $1.7 million in 2022, and an expense of $0.9 million in 2021. Expense associated with the ESPP for the years ended December 31, 2023, 2022 and 2021 was $4.9 million, $3.3 million and $3.2 million, respectively. Stock-based compensation expense includes expense associated with cash-settleable awards and the ESPP.
2012 Plan
Stock Options
Stock options granted under the 2012 Plan have a ten year10-year term. For stock options granted to employees, 40% generally vest based on the passage of time (service condition options), and 60% generally vest based on the passage of time, subject to meeting certain stockholder return on investment conditions (market condition options). These stockholder return on investment conditions were satisfied in February 2017, and all remaining outstanding stock options now vest solely on the passage of time. All stock options granted to independentnon-employee directors vest based on the passage of time.
Service condition options were valued using the Black-Scholes valuation model and vest over a five year5-year service period, with 20% generally vesting one year after the grant date, and 5% vesting each quarter thereafter. Compensation costs for the service condition options are recognized on a straight-line basis over the requisite service period for the entire award. Market condition options were valued using a risk-neutral Monte Carlo valuation model with assumptions similar to those used to value the service condition options, and now vest over a five5 year service period now that the market conditions have been satisfied. There were no stock options granted during 20172023, 2022 and 2016. The assumptions used to value the service condition options and the weighted-average grant date fair value for market condition options granted during 2015 were as follows:

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Twelve Months December 31, 2015
Service condition options:
Dividend yield—
Expected volatility40%-55%
Risk-free interest rate1.7%-2.3%
Expected life, in years6.4
Weighted-average grant date fair value$7.40
Market condition options:
Weighted-average grant date fair value$7.15
The dividend yield was estimated to be zero because at that time, we did not expect to pay dividends in the future. The expected volatility was estimated based on comparable company volatility. The risk-free interest rate was derived from the constant maturity treasury curve for terms matching the expected life of the award. The expected life was calculated using the simplified method described in SAB No. 110 because at the time the options were valued, we did not have sufficient historical data related to exercise behavior.2021.
Stock option activity as of December 31, 20172023 and 2016,2022 and for the year ended December 31, 2017,2023 consisted of the following:
Shares 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
(in years)
 Aggregate
Intrinsic
Value
(in millions)
Outstanding as of December 31, 20168,779,322
 $7.05
 6.3 $209.6
Shares
Outstanding as of December 31, 2022
Outstanding as of December 31, 2022
Outstanding as of December 31, 2022
Granted
Granted
Granted—
 —
  
Exercised(3,246,977) 6.38
  
Exercised
Exercised
Forfeited
Forfeited
Forfeited(37,973) 11.43
  
Expired—
 —
  
Outstanding as of December 31, 20175,494,372
 $7.42
 5.4 $261.2
Expired
Expired
Outstanding as of December 31, 2023
Outstanding as of December 31, 2023
Outstanding as of December 31, 2023
     
Expected to vest as of December 31, 2017889,086
 $11.21
 6.4 $38.9
Exercisable as of December 31, 20174,577,822
 $6.65
 5.2 $221.1
Expected to vest as of December 31, 2023
Expected to vest as of December 31, 2023
Expected to vest as of December 31, 2023
Exercisable as of December 31, 2023
Exercisable as of December 31, 2023
Exercisable as of December 31, 2023
As of December 31, 2017,2023, there was no stock-based compensation expense remaining to be recognized in future years related to options, excluding an estimate for forfeitures, was $3.2 million with a weighted-average recognition period of 1.9 years.options. During 2017,2023, cash received from the exercise of stock options was $20.7$0.7 million and the tax benefit realized from the exercise of stock options was $43.8$0.2 million.
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The intrinsic value of options exercised and the fair value of options vested for the periods presented are as follows:
Twelve Months Ended December 31,
202320222021
Intrinsic value of options exercised$3.9 $10.9 $31.4 
Total fair value of options vested$0.3 $0.6 $1.7 
  Twelve Months Ended December 31,
(in millions) 2017 2016 2015
Intrinsic value of options exercised $120.3
 $19.4
 $5.2
Total fair value of options vested $14.0
 $3.9
 $3.8

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Stock Appreciation Rights
The Company granted no stock appreciation rights (“SARs”) during the years ended December 31, 2017 and 2016. During the year ended December 31, 2015, the Company granted 0.1 million SARs with a weighted-average exercise price of $21.00. The SARs have a ten year term, with 40% vesting over a five year service period and 60% vesting over a five year service period, subject to meeting certain stockholder return on investment conditions. These stockholder return on investment conditions were satisfied in February 2017, and all remaining outstanding SARs now vest solely on the passage of time. The SARs are cash-settleable and are accounted for as liability awards, with expense recognized based on our stock price and the percentage of requisite service rendered at the end of each reporting period.
During the year ended December 31, 2017, 0.5 million SARs vested, less than 0.1 million SARs were forfeited, and 0.4 million SARs were exercised. During years ended December 31, 2017, 2016, and 2015, $13.5 million, $1.8 million, and $0.4 million, respectively, of share-based liabilities were paid for SARs that were exercised during the year. Stock-based compensation expense remaining to be recognized in future years related to SARs was $2.0 million based on the fair value of the awards at December 31, 2017. As of December 31, 2017, there were 0.3 million SARs outstanding.
Restricted Stock
During 2015, the Company granted 49,187 shares of restricted stock under the 2012 Plan that cliff vested on December 31, 2016. The weighted average grant date fair value was $20.34. As of December 31, 2017 and 2016, there were no stock-based compensation expense remaining to be recognized in future years related to restricted stock granted under the 2012 Plan.
2015 Plan
Restricted Stock Units
During 20172023, 2022 and 2016,2021, restricted stock units were granted under the 2015 Plan. Restricted stock units issued to date generally consist of: 50%of service-based restricted stock units that vest based on passage of time and 50% performance awards consisting of performanceperformance-based awards. Performance-based restricted stock units consist of revenue and Adjusted EBITDA awards that vest based on the passage of time subject to meeting certain 3-year cumulative revenue and Adjusted EBITDA cumulative annual growth rate (“CAGR”) targets, and market-based performance restricted stock unitsrelative total stockholder return (“TSR”) awards that vest based on the passage of time, subject to meeting certainhow our stock price performs relative total stockholder return (“TSR”) targets. For the performanceto a benchmark of similar companies over a three-year period. Service-based awards including the market-based performancegenerally vest over 3.5 years. Performance-based awards generally vest over 3-years and vest between zero and 200% of the units granted may eventually vest, based uponon the final CAGRcumulative performance measures and TSR achievement relative to the targets. Restricted stock units generally vest three years fromtargets over the grant date, subject to meeting anymeasurement period. We occasionally issue off-cycle or special grants that could have different performance measurements and market conditions.vesting terms.
Service-based and revenue and Adjusted EBITDA performance-based restricted stock units are valued based on the award grant date at the closing market price of our stock. Market-based awardsstock on the date of grant. Because of the market condition in our TSR restricted stock units, they are valued using a risk-neutral Monte-Carlo simulation model with assumptions similar to those used to value the 2012 Plan market-condition options, based on conditionsinput assumptions that existed onexist as of the date of each grant. The primary input assumptions utilized in determining the grant date fair value of the award.TSR restricted stock unit are the expected stock volatility for the Company and the benchmark group of companies, the risk-free interest rate, expected dividend yields, and correlations between our stock price and the stock prices of the peer group of companies. For our 2023 grants, the volatility inputs for our stock ranged between 33.60% and 34.22%, and the risk-free interest rate inputs ranged between 3.97% and 4.51%.
Restricted stock unit activity as of December 31, 20172023 and 2016,2022 and for the year ended December 31, 2017,2023 consisted of the following:
SharesWeighted
Average
Grant Date
Fair Value		Weighted
Average
Remaining
Contractual
Term
(in years)		Aggregate
Intrinsic
Value
(in millions)
Outstanding as of December 31, 20222,320,711 $94.73 1.3$131.7 
Granted2,162,731 76.56 
Vested(766,282)93.60 
Forfeited(310,457)82.32 
Outstanding as of December 31, 20233,406,703 $84.59 1.5$234.1 
Expected to vest as of December 31, 20233,308,803 $84.82 1.5$227.3 
 Shares 
Weighted
Average
Grant Date
Fair Value
 
Weighted
Average
Remaining
Contractual
Term
(in years)
 Aggregate
Intrinsic
Value
(in millions)
Outstanding as of December 31, 20161,247,064
 $26.37
 2.1 $38.6
Granted917,490
 41.49
    
Vested(2,940) 33.64
    
Forfeited(171,500) 31.40
    
Expired—
 —
    
Outstanding as of December 31, 20171,990,114
 $32.89
 1.5 $109.4
        
Expected to vest as of December 31, 20172,465,566
 $31.87
 1.5 $135.5
The fair value and intrinsic value of restricted stock units that vested during the year ended December 31, 2017,2023 was $0.1 million.$71.7 million and $54.6 million, respectively. As of December 31, 2017,2023, stock-based compensation expense remaining to be recognized in future years related to restricted stock units excluding an estimate for forfeitures,that we currently expect to vest was $47.8$171.1 million with weighted-average recognition periods of 1.82.2 years.

During 2023, the tax benefit realized from vested restricted stock units was $10.1 million.
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Restricted Stock
During 2016, the Company granted 24,800 shares of restricted stock under the 2015 Plan that vested during 2017. The weighted average grant date fair value was $30.24. During 2017, the Company granted 25,868 shares of restricted stock under the 2015 Plan that vest one year from the grant date. The weighted average grant date fair value was $40.58. As of December 31, 2017, stock-based compensation expense remaining to be recognized in future years related to these shares of restricted stock was $0.4 million, with a weighted average recognition period of five months.
Other
In connection with an acquisition we made in 2014, the Company issued equity awards to certain employees of the acquired company in exchange for stock awards they held prior to the acquisition. The new awards were for pre- and post-acquisition services. As a result, the Company recorded $0.8 million and $4.3 million of stock-based compensation expense in 2016 and 2015, respectively. During 2016, the entire cash-settleable award was paid in full.
In connection with an acquisition we made in 2015, the Company issued equity awards to certain employees for post-acquisition services. As a result, the Company recorded $0.2 million of stock-based compensation expense in 2016 that was reversed in 2017. These awards are cash-settleable and accounted for as liability awards, with the liability valued at the probability-weighted expected payout at the end of each period, which, at December 31, 2017, we estimate to be zero.
15.20. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2017:2023:
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Note 8 and 13)$162.3 $— $162.3 $— 
Note receivable (Note 2 and 8)82.0 — 82.0 — 
Available-for-sale debt securities (Note 4)2.7 — 2.7 — 
Total$247.0 $— $247.0 $— 
(in millions)Total Level 1 Level 2 Level 3
Assets       
Trading securities$12.7
 $10.0
 $2.7
 $—
Interest rate caps9.4
 —
 9.4
 —
Available-for-sale securities3.3
 —
 3.3
 —
Total$25.4
 $10.0
 $15.4
 $—
        
Liabilities       
Contingent consideration(1.1) —
 —
 (1.1)
Total$(1.1) $—
 $—
 $(1.1)
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2022:
Level 1 instruments consist of exchange-traded mutual funds. Exchange-traded mutual funds are trading securities valued at their current market prices. These securities relate to a nonqualified deferred compensation plan held in trust for the benefit of plan participants.
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Note 8 and 13)$237.7 $— $237.7 $— 
Note receivable (Note 2 and 8)70.3 — 70.3 — 
Available-for-sale debt securities (Note 4)2.6 — 2.6 — 
Total$310.6 $— $310.6 $— 
Liabilities
Put option on Cost Method Investment (Note 12)10.0 — — 10.0 
Total$10.0 $— $— $10.0 

Level 2 instruments consist of pooled separate accounts, foreign exchange-traded corporate bonds, and interest rate caps. Pooled separate accounts are designated as trading securities valued at net asset values. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants.swaps, and notes receivable. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate capsswaps fair values are determined using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the strike ratefixed rates of the caps in conjunction with the cash payments related to financing the premium of the interest rate caps.swaps. The variable interest rates used in the calculationcalculations of projected receipts on the capsswaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. SeeAs discussed in Note 10, “Debt” for additional information regarding13, “Debt,” there are three tranches of interest rate caps.
Unrealized gains and losses on trading securities are included in net income, while unrealized gains and losses on available-for- sale securities are included in other comprehensive income. There were no significant realized or unrealized gains or losses onswaps. In December 2022, we sold the non-core businesses of our securities for anyVF acquisition. A portion of the periods presented.consideration was in the form of a $72.0 million note receivable. The note receivable accrues interest semiannually at a per annum rate of 10.6% and is payable at maturity. The note matures on June 30, 2025, subject to an option of the note issuer to extend the maturity date for two successive terms of three months each, at an increased rate of interest at each extension. The note was initially recorded at fair value of $70.3 million using an income approach for fixed income securities where contractual cash flows were discounted to present value at a risk-adjusted rate of return in a lattice model framework. The fair value of the note is determined each period by applying the same approach, considering changes to the risk-adjusted rate of return given observed changes to the interest rate environment, market pricing of credit risk, and issuer-specific credit risk.
Level 3 instruments consist of contingent consideration obligations relateda put option on a Cost Method Investment. The put option allows the owners of the remaining shares to companies we have acquired with remaining maximum payouts totaling $15.6 million. These obligations are contingent upon meetingcompel TransUnion to purchase their shares, subject to the fulfillment of certain quantitative or qualitative performance metrics through 2018 and are included in other current liabilities and other liabilities on our balance sheet.conditions. The fair valuesvalue of the obligations areput option is determined based on an income approach, using ours expectations ofa Monte Carlo analysis with assumptions that include revenue projections, volatility rates, discount rates and the future expected earnings of the acquired entities.option period, among others. We assesshave adjusted the fair value of these obligationsthe put option to zero at December 31, 2023 with the adjustment recorded in other income and expense on the Consolidated Statements of Operations.
21. Reportable Segments
We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each reporting period with any changes reflectedof the segments. Our Chief Operating Decision Maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as gains or losses in selling, generalour profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our Board and administrative expenses in the consolidated statements of income. During 2017, we recorded a gain of $0.3 millionexecutive management team also use Adjusted EBITDA as a resultcompensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors, and other interested parties in their evaluation of changesthe operating performance of companies similar to the fair value of these obligations.

ours.
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16. Reportable Segments
ThisThe segment financial information is reported onbelow aligns with how we report information to our CODM to assess operating performance and how we manage the basis that is used for the internal evaluation of operating performance.business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies.Policies” and Note 16, “Revenue.”
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 evaluate the performance of segments based on revenue and operating income. The following is a more detailed description of the threeour reportable segments and the Corporate unit, which provides support services to each segment:
U.S. Information ServicesMarkets
The U.S. Information Services (“USIS”)Markets segment provides consumer reports, risk scores, analyticalactionable insights and decisioning servicesanalytics to businesses. These businesses use our services to engage and acquire new customers, assess consumerconsumers’ 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 platformsmethods in our USISU.S. Markets segment allow us to serve a broad set of customers across industries.
We report disaggregated revenue of our U.S. Markets segment for Financial Services and business issues. We offerEmerging Verticals.
•Financial Services: The Financial Services vertical is comprised of our services to customers in financial services, insurance, healthcare,consumer lending, mortgage, auto and cards and payments lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other industries.consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players, and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. Our solutions span every aspect of the lending lifecycle, including customer acquisition and engagement, fraud and ID management, retention, and recovery. Our core products include credit reporting, credit marketing, analytics and consulting, identity verification, fraud prevention, outbound calling and contact center solutions, people-based marketing solutions, and authentication and debt recovery solutions. The revenue of Argus is included in Financial Services since the date of the acquisition.
•Emerging Verticals: Emerging Verticals includeTechnology, Commerce & Communications, Insurance, Media, Services & Collections, Tenant & Employment, and Public Sector.Our solutions in these verticals are also data-driven and address the entire customer lifecycle. Our core products include outbound calling and contact center solutions, onboarding and transaction processing solutions, scoring and analytic solutions, people-based marketing solutions, fraud and identity management solutions, public record solutions, and customer retention solutions.
International
The International segment provides services similar to our USISU.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 decisioningsolutions 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.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.
Consumer Interactive
The Consumer Interactive offerssegment 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, fraudidentity 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 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 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.





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Selected segment financial information and disaggregated revenue consisted of the following:
Twelve Months Ended December 31,
202320222021
Gross Revenue:
U.S. Markets:
Financial Services$1,280.3 $1,255.1 $1,090.0 
Emerging Verticals1,223.9 1,192.1 701.0 
Total U.S. Markets2,504.2 2,447.3 1,791.0 
  International:
   Canada139.5 128.2 126.9 
Latin America120.6 112.9 103.2 
    United Kingdom197.2 203.0 216.5 
    Africa60.6 61.7 59.5 
    India218.8 174.2 133.1 
    Asia Pacific88.6 75.9 62.7 
  Total International825.3 755.9 701.9 
  Total Consumer Interactive579.7 585.3 545.8 
Total revenue, gross$3,909.3 $3,788.4 $3,038.7 
Intersegment revenue eliminations:
U.S. Markets$(71.7)$(71.5)$(70.5)
International(5.7)(6.0)(5.9)
Consumer Interactive(0.6)(1.1)(2.0)
Total intersegment eliminations(78.1)(78.6)(78.4)
Total revenue as reported$3,831.2 $3,709.9 $2,960.2 
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 Twelve Months Ended December 31,
(in millions)2017 2016 2015
Gross revenues     
U.S. Information Services$1,204.1
 $1,045.1
 $924.5
International361.9
 313.9
 269.6
Consumer Interactive432.1
 407.1
 369.8
Total revenues, gross$1,998.1
 $1,766.0
 $1,563.9
      
Intersegment revenue eliminations:     
U.S. Information Services$(59.3) $(57.0) $(53.9)
International(4.8) (4.0) (3.2)
Consumer Interactive(0.2) —
 —
Total intersegment eliminations(64.2) (61.1) (57.1)
Total revenues, net$1,933.8
 $1,704.9
 $1,506.8
      
Operating income:     
U.S. Information Services$313.0
 $203.5
 $130.5
International58.2
 49.8
 21.2
Consumer Interactive198.4
 168.9
 137.2
Corporate(104.9) (121.6) (91.8)
Total operating income$464.7
 $300.5
 $197.1
      
Intersegment operating income eliminations:     
U.S. Information Services$(57.6) $(55.5) $(52.4)
International(3.5) (3.0) (1.9)
Consumer Interactive61.1
 58.5
 54.4
Corporate—
 —
 —
Total intersegment eliminations$—
 $—
 $—
As a resultTable of displaying amounts in millions, rounding differences may exist in the tables above and below.Contents
A reconciliation of operatingSegment Adjusted EBITDA to (loss) income to incomefrom continuing operations before income taxes for the periods presented is as follows:
Twelve Months Ended December 31,
202320222021
U.S. Markets Adjusted EBITDA$846.8 $869.0 $717.2 
International Adjusted EBITDA361.5 329.3 300.1 
Consumer Interactive Adjusted EBITDA278.2 282.3 263.1 
Total$1,486.5 $1,480.7 $1,280.4 
Adjustments to reconcile to (loss) income from continuing operations before income taxes:
Depreciation and amortization(524.4)(519.0)(377.0)
 Goodwill impairment(414.0)— — 
Net interest expense(267.5)(226.2)(109.2)
Corporate expenses1
(142.8)(135.7)(121.9)
Stock-based compensation(100.6)(81.1)(70.1)
Operating model optimization program2
(77.6)— — 
Accelerated technology investment3
(70.6)(54.0)(39.7)
Mergers and acquisitions, divestitures and business4
(34.6)(50.7)(52.6)
Net other5
(15.2)(46.1)(19.4)
Net income attributable to non-controlling interests15.4 15.2 15.0 
Total adjustments$(1,631.8)$(1,097.7)$(774.8)
(Loss) income from continuing operations before income taxes$(145.3)$383.0 $505.6 
 Twelve Months Ended December 31,
(in millions)2017 2016 2015
Operating income from segments$464.7
 $300.5
 $197.1
Non-operating income and expense(92.2) (95.1) (170.5)
Income before income tax$372.5
 $205.4
 $26.6
1.Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

2.Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses.

3.Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure. The accelerated technology investment for the twelve months ended December 31, 2022 and 2021 includes the impact of an immaterial error related to an over accrual of expenses discussed in Note 1, “Significant Accounting and Reporting Policies.”

4.Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with exploratory or executed strategic transactions.
5.Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses, as well as certain legal and regulatory expenses.


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Earnings from equity method investments included in non-operating income and expense was as follows:
Twelve Months Ended December 31,
(in millions)2017 2016  2015
U.S. Information Services$2.0
 $1.9
 $1.8
Twelve Months Ended December 31,Twelve Months Ended December 31,
2023202320222021
U.S. Markets
International7.1
 6.7
 7.0
Total$9.1
 $8.6
 $8.8
Total assets by segment consisted of the following:
(in millions)
December 31,
 2017
 
December 31,
 2016
U.S. Information Services$3,070.9
 $2,762.8
December 31, 2023December 31, 2023December 31, 2022
U.S. Markets
International1,538.0
 1,460.1
Consumer Interactive431.9
 417.7
Total segment assets
Corporate77.7
 140.6
Total$5,118.5
 $4,781.2
Total assets
Total assets
Total assets
Cash paid for capital expenditures by segment was as follows:
Twelve Months Ended December 31,
(in millions)2017 2016 2015
U.S. Information Services$88.8
 $82.5
 $86.5
Twelve Months Ended December 31,Twelve Months Ended December 31,
2023202320222021
U.S. Markets
International34.3
 30.2
 29.8
Consumer Interactive9.6
 9.1
 7.9
Corporate2.6
 2.2
 8.0
Total$135.3
 $124.0
 $132.2
Depreciation and amortization expense by segment was as follows:
Twelve Months Ended December 31,
202320222021
U.S. Markets$359.0 $352.5 $222.0 
International126.4 126.9 132.4 
Consumer Interactive34.6 34.8 16.8 
Corporate4.4 4.9 5.7 
Total$524.4 $519.0 $377.0 
 Twelve Months Ended December 31,
(in millions)2017 2016 2015
U.S. Information Services$160.6
 $191.0
 $206.2
International61.5
 57.2
 55.1
Consumer Interactive10.7
 11.7
 11.8
Corporate5.2
 5.3
 5.3
Total$238.0
 $265.2
 $278.4


Percentage of revenue based on where it was earned was as follows:
Twelve Months Ended December 31,
202320222021
Domestic79 %80 %76 %
International21 %20 %24 %
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 Twelve Months Ended December 31,
 2017 2016 2015
Domestic82% 82% 82%
International18% 18% 18%
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Percentage of long-lived assets, other than intangibles, financial instrumentsassets, and deferred tax assets, based on the location of the legal entity that owns the asset, was as follows:
 As of December 31,
20232022
Domestic75 %78 %
International25 %22 %
 As of December 31,
 2017 2016 2015
Domestic78% 78% 83%
International22% 22% 17%


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17.22. Commitments
Future minimum payments for noncancelable operating leases, purchase obligations, and other liabilities in effect as of December 31, 2017,2023 are payable as follows:
(in millions)
Operating
Leases
 
Purchase
Obligations and
 Other
 Total
2018$16.3
 $210.5
 $226.8
201914.2
 35.3
 49.5
202012.5
 23.7
 36.2
202110.3
 12.6
 22.9
20226.2
 3.6
 9.8
Thereafter20.2
 18.9
 39.1
Totals$79.7
 $304.6
 $384.3
Operating
Leases		Purchase
Obligations and
 Other		Total
2024$30.4 $209.0 $239.4 
202521.1 100.9 122.0 
202617.0 51.7 68.7 
202713.9 31.5 45.4 
20289.0 12.3 21.3 
Thereafter31.2 0.3 31.5 
Less imputed interest(14.3)— (14.3)
Totals$108.3 $405.7 $514.0 
Purchase obligations include $131.3 million ofand other excludes trade accounts payable that wereare included in our balance sheet as of December 31, 2017.2023. Purchase obligations and other include commitments for outsourcing services, royalties, data licenses, and maintenance and other operating expenses, and the one-time deemed repatriation tax due over the next eight years as a result of the Act. Rental expense related to operating leases was $15.7 million, $14.0 million, and $13.1 million for the years ended December 31, 2017, 2016 and 2015, respectively.expenses.
Licensing agreements
We have agreements with Fair Isaac Corporation to license credit-scoring algorithms and the right to sell credit scores derived from those algorithms. Payment obligations under these agreements vary due to factors such as the volume of credit scores we sell, what type of credit scores we sell, and how our customers use the credit scores. There are no minimum payments required under these licensing agreements. However, we do have a significant level of sales volume related to these credit scores.
18.23. Contingencies
LitigationLegal and Regulatory Matters
In addition to the matters described below, weWe 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 investigations and inquiries by these regulators, we routinelysometimes receive civil investigative demands, requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of litigationlegal 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 litigationlegal and regulatory matters or the eventual loss, fines penalties or business impact,penalties, if any, that may result.result from such matters. We establish reserves for litigationlegal 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. However, for certain of the matters, described below, we are not able to reasonably estimate our exposure because damages or penalties have not been specified and (i) the proceedings are in early stages, (ii) there
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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,The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters we do not believe based on currently

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available information that the outcomes willcould have a material adverse effect on our consolidated financial condition, thoughstatements 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 outcomesmost likely outcome. It is reasonably possible actual losses could be material tosignificantly different from our operating resultscurrent estimates. In addition, there are some matters for any particular period.which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims, (threatenedthreatened or pending)pending, against us in the course of litigationlegal 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, inexcept for the course of pending litigationlawsuit filed by the Consumer Financial Protection Bureau (the “CFPB”) referenced below, that would not have some level of coverage by insurance after the relevant deductible, if any, is met.
As of December 31, 20172023 and 2016,2022, we have accrued $46.3$147.8 million and $35.9$125.0 million, respectively, for anticipated claims.legal and regulatory matters. These amounts were recorded in other accrued liabilities in the consolidated balance sheetsConsolidated Balance Sheets and the associated expenses were recorded in selling, general and administrative expenses in the consolidated statementsConsolidated Statements of income.Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
Bankruptcy Tradeline LitigationCFPB Matters
In June 2021, we received a matter captioned White, et al, v. Experian Information Solutions, Inc. (No. 05-cv-01070-DOC/MLG, filed in 2005 inNotice and Opportunity to Respond and Advise (“NORA”) letter from the United States District Court forCFPB, informing us that the Central DistrictCFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us and certain of California)our executive officers. The NORA letter alleged that we failed to comply with and timely implement the January 2017 Consent Order (the “2017 Consent Order”), plaintiffs sought class action status against Equifax, Experian and further alleged additional violations related to Consumer Interactive’s marketing practices. On September 27, 2021, the Enforcement Division advised us in connectionthat it had obtained authority to pursue an enforcement action. On April 12, 2022, after failed settlement negotiations 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 fundCFPB related to the purported class, andmatter, the CFPB filed 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.lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”), we modified one and the former President of our add-on services we offer to our business customers that was designed to alert our customer thatConsumer Interactive, John Danaher, in 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), filedIllinois seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order, engaged in 2012,deceptive acts and practices in marketing the plaintiff has alleged that:TransUnion Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the OFAC Alert service does not complyTransUnion Credit Monitoring product and diverted consumers from their free annual file disclosure into paid subscription products. The CFPB further alleges that Mr. Danaher violated the 2017 Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the 2017 Consent Order and the law. We continue to believe that our marketing practices are lawful and appropriate and that we have been, and remain, in compliance with the Cortez ruling;2017 Consent Order, and we will vigorously defend against allegations to the contrary in such proceedings. We continue to be in active litigation on this matter.
As of December 31, 2023 and 2022, we have willfullyaccrued $56.0 million, in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter.
In March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us related to our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The NORA letter alleged that Trans Union LLC and TURSS violated the Fair Credit Reporting Act (“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

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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(i) follow reasonable procedures to ensure theassure 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

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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(ii) disclose to consumers the sources of public record information containedsuch information. On July 27, 2022, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action jointly with the Federal Trade Commission (“FTC”). On October 5, 2023, we reached a settlement in their consumer reports by failingthe form of a Consent Order with the CFPB and the FTC regarding this matter, pursuant to identify as a sourcewhich we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties and to implement certain business process changes. As of December 31, 2023, the vendor(s) engaged by that consumer reporting agencysettlement was paid in full 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.CFPB.
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.In June 2022, the CFPB informed Trans Union LLC (No.3:16-cv-558-MHL,that it intended to issue a NORA letter following an investigation relating to alleged violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. We have corrected associated system issues and have processes in place to monitor and address issues going forward. In August 2022, the TU Entities received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division was
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considering whether to recommend that the CFPB take legal action against us. On April 14, 2023, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On October 10, 2023, we reached a settlement in the form of a Consent Order with the CFPB regarding this matter, pursuant to which we agreed to pay $3.0 million in redress and $5.0 million in civil money penalties. As of December 31, 2023, the settlement was paid in full to the CFPB.
Argus Department of Justice Matter
We are cooperating with an investigation originating from the civil division of the United States District CourtAttorney’s Office for the Eastern District of Virginia filed 2016); Carolyn Clark v.related to Argus’s use of certain data it collected under certain government contracts. We acquired Argus in connection with our acquisition of VF in April 2022. This matter pertains to alleged conduct that commenced before we acquired Argus. We are cooperating with Verisk Analytics, Inc. (the “Seller”) to respond to the Department of Justice’s (“DOJ”) investigation and, along with the Seller, are engaged in ongoing settlement discussions with the DOJ regarding a potential resolution of the matter, with no assurance that the discussions will lead to resolution.
We cannot predict the timing, outcome, or potential impact of this matter, financial or otherwise. Under the stock purchase agreement Trans Union LLC (No. 3:15-cv-00391-MHL, United States District Court forentered into with the Eastern District of Virginia, filed 2015); Deidre Dennis v. Trans Union, LLC (No. 2:14-cv-02865-MSG, United States District Court forSeller pursuant to which we acquired VF, including Argus, 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, weSeller agreed to settleindemnify us for certain losses with respect to this matter, including all losses directly resulting from any settlement agreement with 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.
19. Related-Party Transactions
Stockholder Agreement
TransUnion was formed by affiliates of Advent International Corporation (“Advent”) and Goldman, Sachs & Co. (“GS”) on February 15, 2012. InDOJ in connection with our IPO, TransUnion, Adventthis matter, including civil money penalties, remediation costs and GS amended the Major Stockholders’ Agreement. Among other things, the Major Stockholders’ Agreement provides that each Sponsor originally had the right to designate two directors to our Board of Directors, unlessfees and until a Sponsor transfers a specified percentage of its initial ownership interest in the Company, measured as of the date of our IPO. The Major Stockholders’ Agreement provides that (a) if a Sponsor transfers more than 75% of its initial ownership interest (measured as of the IPO), such Sponsor may only designate one director and the second Sponsor director designee must resign immediately and (b) if such Sponsor transfers more than 90% of its initial ownership interest (measured as of the IPO), such Sponsor’s director designee or designees, as the case may be, must resign immediately, and such Sponsor would no longer have any right to designate any directors to our Board of Directors. Following the secondary offering that the Sponsors completed in May 2017, Advent fell below the threshold in (a) above and as a result one of its director designees, Steven M. Tadler, resigned from our Board of Directors. Pursuant to the terms of the Major Stockholders’ Agreement, following the secondary offering that the Sponsors completed in August 2017, Advent’s other director designee, Christopher Egan, would have been required to tender his resignation from our Board of Directors. However, our Board of Directors waived the requirement for

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Mr. Egan’s resignation and we expect that Mr. Egan will serve until his term expires in May 2018.expenses. As of December 31, 2017, GS owned approximately 10.8%2023, we have recorded an accrued liability of our outstanding stock and has the right to appoint two members to our Board of Directors.
Consulting Agreement
In connection with our consulting agreement with Advent and GS, we incurred fees from each of them for the year ended December 31, 2015, of $0.1 million. This agreement terminated upon completion of our IPO.
In connection with his resignation as President and Chief Executive Officer of the Company, TransUnion and Siddharth N. (Bobby) Mehta, a director of the Company, entered into a consulting agreement, dated December 6, 2012, pursuant to which Mr. Mehta provided advice and consultation to assist Mr. Peck in the transition of duties as Chief Executive Officer and to Mr. Peck and the Board of Directors with respect to the Company’s strategic operating plan and strategic opportunities or transactions considered by the Company from time to time. Pursuant to the terms of the agreement, Mr. Mehta received a consulting fee of $0.2 million on or before January 10 of each year during the term of the agreement. This agreement terminated on December 31, 2015.
Data and Data Services
In 2017, 2016 and 2015, we entered into a series of transactions with affiliates of GS to license data and provide data services that we offer to all of our business customers. In connection with these transactions, we received aggregate fees of approximately $5.0 million, $1.4 million and $0.2 million in 2017, 2016 and 2015, respectively.
Debt and Hedge Activities
As of December 31, 2017 and 2016, interest accrued on our debt and hedge owed to related parties was less than $0.1 million for each period. As of December 31, 2017 and 2016, there was approximately $57.1 million and $61.5 million, respectively, of our Term Loan A owed to affiliates of GS. As of December 31, 2017 there was $12.0 million of our senior secured revolving line of credit owed to affiliates of GS and no outstanding borrowings as of December 31, 2016. During 2015, we terminated our interest rate swap agreements, paying affiliates of GS $1.7 million, and entered into new interest rate cap agreements with various counter-parties including an affiliate of GS. As of December 31, 2017 and 2016, the GS proportion of the fair value of the cap was an asset of $2.4$37.0 million and a liability of $1.5 million, respectively. For the years ended December 31, 2017, 2016 and 2015 affiliates of GS were paid $6.4 million, $3.9 million and $2.0 million, respectively, of interest expense and fees related to debt and hedge instruments.indemnification receivable for this matter.
Financing Transactions
In connection with our 2015 refinancing transaction, affiliates of GS were paid $0.1 million of fees.
Investment in Affiliated Companies
During the normal course of business we enter into transactions with companies that we hold an equity interest in. These transactions include selling and purchasing software data and professional services.
Use of IPO Proceeds
In connection with our IPO, in 2015 we paid underwriting discounts and commissions of approximately $8.8 million to Goldman, Sachs & Co., affiliates of which owned approximately 39.7% of our outstanding common stock at the time of our IPO. Gilbert Klemann and Sumit Rajpal, each of whom was a member of our Board of Directors at the time of our IPO, were both Managing Directors at Goldman, Sachs & Co. at the time of the IPO.
Directed Share Program
At our request, the underwriters reserved up to 1,477,273 shares of common stock, or approximately 5% of our IPO shares, for sale at the IPO to our directors, officers, employees and certain other persons associated with us. Of these shares, 1,042,395 were sold to our directors, officers and employees and certain other persons associated with us.
Issuances of Common Stock
During 2015, the Company sold an aggregate of 32,277 shares of common stock at a weighted-average purchase price of $13.06 per share to an executive officer and director of the Company.

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20. Quarterly Financial Data (Unaudited)
The quarterly financial data for 2017 and 2016 consisted of the following:
 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 income121.5
 126.6
 115.5
 101.1
Net income247.9
 71.9
 67.3
 64.5
Net income attributable to TransUnion245.1
 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

(1) Net income, net income attributable to TransUnion, and basic and diluted earnings per share for the fourth quarter of 2017 included a significant tax provision benefit as a result of the impact of the Act. See Note 13, “Income Taxes,” for further information.
 Three Months Ended
(in millions)December 31,
2016		 
September 30,
2016
 
June 30,
2016
 
March  31,
2016
Revenue$435.9
 $437.6
 $425.7
 $405.7
Operating income89.3
 95.8
 63.5
 51.9
Net income52.6
 44.5
 19.7
 14.6
Net income attributable to TransUnion49.5
 41.2
 17.3
 12.6
Earnings per share:       
Basic$0.27
 $0.23
 $0.09
 $0.07
Diluted$0.27
 $0.22
 $0.09
 $0.07
As a result of displaying amounts in millions, rounding differences compared to the annual totals may exist in the table above.
21.24. Accumulated Other Comprehensive Loss
The following table sets forth the changes in each component of accumulated other comprehensive loss, net of tax:
Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2020$(205.4)$(67.1)$0.4 $(272.1)
Change(63.8)50.5 — (13.3)
Balance, December 31, 2021$(269.2)$(16.6)$0.4 $(285.4)
Change(194.3)195.2 (0.2)0.9 
Balance, December 31, 2022$(463.5)$178.6 $0.2 $(284.5)
Change80.2 (56.6)— 23.6 
Balance, December 31, 2023$(383.4)$122.0 $0.2 $(260.9)

25. Subsequent Event

On February 8, 2024, the Company refinanced its Senior Secured Term Loan B-6 with Senior Secured Term Loan B-7. The aggregate principal amount of Senior Secured Term Loan B-7 is approximately $1.9 billion. As a result of the transaction, the margin was set to 2.00% and is no longer a function of our total net leverage ratio. Additionally, the credit spread adjustment was removed. The new rate on our Senior Secured Term Loan B-7 is SOFR plus margin of 2.00%. The Senior Secured Term Loan B-7 remains subject to quarterly principal payments with the remaining balance due December 1, 2028.
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(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, 2014$(116.8) $(0.8) $0.1
 $(117.5)
Change(74.8) 0.5
 —
 (74.3)
Balance, December 31, 2015$(191.6)
$(0.3) $0.1
 $(191.8)
Change24.0
 (7.2) 0.2
 17.0
Balance, December 31, 2016$(167.6) $(7.5) $0.3
 $(174.8)
Change33.1
 6.5
 (0.1) 39.5
Balance, December 31, 2017$(134.5) $(1.0) $0.2
 $(135.3)

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26. Quarterly Financial Data (Unaudited)
22. Subsequent Events
 Three Months Ended
December 31, 2023
September 30,
2023
June 30,
2023
March 31,
2023
Revenue$954.3 $968.7 $968.0 $940.3 
Operating income (loss)61.3 (236.3)158.4 145.2 
Income (loss) from continuing operations9.5 (313.9)57.3 57.0 
Net income (loss)9.5 (314.4)57.2 56.9 
Net income (loss) attributable to TransUnion6.1 (318.8)53.9 52.6 
Income (loss) from continuing operations attributable to TransUnion6.0 (318.3)54.1 52.7 
Basic earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion$0.03 $(1.65)$0.28 $0.27 
Net income (loss) attributable to TransUnion$0.03 $(1.65)$0.28 $0.27 
Diluted earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion$0.03 $(1.65)$0.28 $0.27 
Net income (loss) attributable to TransUnion$0.03 $(1.65)$0.28 $0.27 
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

 Three Months Ended
December 31, 2022
September 30,
2022
June 30,
2022
March 31,
2022
Revenue$902.1 $938.2 $948.3 $921.3 
Operating income143.5 169.5 178.9 134.4 
Income from continuing operations35.3 80.3 96.5 51.9 
Net income50.4 82.7 96.8 51.6 
Net income attributable to TransUnion46.4 79.2 92.8 47.9 
Income from continuing operations attributable to TransUnion31.4 76.8 92.5 48.3 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$0.16 $0.40 $0.48 $0.25 
Net Income attributable to TransUnion$0.24 $0.41 $0.48 $0.25 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$0.16 $0.40 $0.48 $0.25 
Net Income attributable to TransUnion$0.24 $0.41 $0.48 $0.25 

As discussed in Note 1, the Company identified errors in the second quarterclassification of 2018. The termscertain expenses between cost of our senior secured credit facility impose certain limitations on our ability to pay dividends. We may, however, declareservices and pay cash dividends upselling, general and administrative in the Consolidated Statements of Operations. In addition, the Company corrected an immaterial error related to an unlimited amount unless a default or eventover accrual of default exists underexpenses, net of the senior secured credit facility. Any determinationrelated income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A summary of the corrections to pay dividendsthe impacted financial statement line items of the Company’s previously issued consolidated financial statements previously filed in unaudited Quarterly Reports on Form 10-Q for the future will be atperiod ended March 31, 2023 and the discretion of our board of directors period ended June 30, 2023, 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.in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended September 30, 2023, are as follows:
Our board of directors has also removed the three-year time limitation of our previously announced $300.0 million stock repurchase program. The remaining authorized $166.6 million of repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchase or through privately negotiated transactions.


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Consolidated Statements of Operations
Three Months Ended March 31, 2023
As ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$324.9 $55.9 $380.8 
Selling, general and administrative340.5 (55.9)284.6 
Total operating expenses795.1 — 795.1 

Three Months Ended June 30, 2023Six Months Ended June 30, 2023
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$365.5 $21.5 $387.0 $728.2 $39.6 $767.8 
Selling, general and administrative314.0 (21.5)292.5 616.7 (39.6)577.1 
Total operating expenses809.6 — 809.6 1,604.7 — 1,604.7 
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$344.8 $24.0 $368.8 $1,073.2 $63.6 $1,136.8 
Selling, general and administrative314.8 (24.0)290.8 931.3 (63.6)867.7 
Total operating expenses1,205.0 — 1,205.0 2,809.6 — 2,809.6 
Three Months Ended March 31, 2022
As ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$298.0 $35.4 $333.4 
Selling, general and administrative359.5 (34.8)324.7 
Total operating expenses786.3 0.6 786.9 
Operating income135.0 (0.6)134.4 
Income from continuing operations before income taxes76.7 (0.6)76.1 
Provision for income taxes(24.4)0.2 (24.2)
Income from continuing operations52.3 (0.4)51.9 
Net income52.0 (0.4)51.6 
Net income attributable to TransUnion48.3 (0.4)47.9 
Income from continuing operations attributable to TransUnion48.7 (0.4)48.3 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$0.25 $— $0.25 
Net income attributable to TransUnion$0.25 $— $0.25 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$0.25 $— $0.25 
Net income attributable to TransUnion$0.25 $— $0.25 
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Three Months Ended June 30, 2022Six Months Ended June 30, 2022
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$328.9 $16.7 $345.6 $650.0 $29.0 $679.0 
Selling, general and administrative306.3 (13.1)293.2 642.7 (24.8)617.9 
Total operating expenses765.8 3.6 769.4 1,552.1 4.2 1,556.3 
Operating income182.5 (3.6)178.9 317.4 (4.2)313.2 
Income from continuing operations before income taxes128.5 (3.6)124.9 205.2 (4.2)201.0 
Provision for income taxes(29.2)0.8 (28.4)(53.5)1.0 (52.5)
Income from continuing operations99.3 (2.8)96.5 151.7 (3.2)148.5 
Net income99.6 (2.8)96.8 151.6 (3.2)148.4 
Net income attributable to TransUnion95.6 (2.8)92.8 143.9 (3.2)140.7 
Income from continuing operations attributable to TransUnion95.3 (2.8)92.5 143.9 (3.2)140.7 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$0.49 $(0.01)$0.48 $0.75 $(0.02)$0.73 
Net income attributable to TransUnion$0.50 $(0.01)$0.48 $0.75 $(0.02)$0.73 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$0.49 $(0.01)$0.48 $0.75 $(0.02)$0.73 
Net income attributable to TransUnion$0.49 $(0.01)$0.48 $0.75 $(0.02)$0.73 

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Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$338.2 $13.4 $351.6 $988.2 $42.4 $1,030.6 
Selling, general and administrative301.0 (13.4)287.6 943.6 (38.2)905.5 
Total operating expenses768.8 — 768.8 2,320.8 4.2 2,325.0 
Operating income169.5 — 169.5 487.0 (4.2)482.8 
Income from continuing operations before income taxes110.8 — 110.8 316.1 (4.2)311.9 
Provision for income taxes(30.6)— (30.6)(84.1)1.0 (83.1)
Income from continuing operations80.3 — 80.3 232.0 (3.2)228.8 
Net income82.7 — 82.7 234.3 (3.2)231.1 
Net income attributable to TransUnion79.2 — 79.2 223.0 (3.2)219.8 
— 
Income from continuing operations attributable to TransUnion76.8 — 76.8 220.7 (3.2)217.5 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$0.40 $— $0.40 $1.15 $(0.02)$1.13 
Net income attributable to TransUnion$0.41 $— $0.41 $1.16 $(0.02)$1.14 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$0.40 $— $0.40 $1.14 $(0.02)$1.13 
Net income attributable to TransUnion$0.41 $— $0.41 $1.15 $(0.02)$1.14 
Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2022
As ReportedAdjustmentAs Revised
Net income$52.0 $(0.4)$51.6 
Comprehensive income152.6 (0.4)152.2 
Comprehensive income attributable to TransUnion148.9 (0.4)148.5 

Three Months Ended June 30, 2022Six Months Ended June 30, 2022
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$99.6 $(2.8)$96.8 $151.6 $(3.2)$148.4 
Comprehensive (loss) income(0.7)(2.8)(3.5)152.0 (3.2)148.8 
Comprehensive (loss) income attributable to TransUnion(3.2)(2.8)(6.0)145.8 (3.2)142.6 
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Nine Months Ended September 30, 2022
As ReportedAdjustmentAs Revised
Net income$234.3 $(3.2)$231.1 
Comprehensive income159.7 (3.2)156.5 
Comprehensive income attributable to TransUnion151.2 (3.2)148.0 
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2022Six Months Ended June 30, 2022
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$52.0 $(0.4)$51.6 $151.6 $(3.2)$148.4 
Income from continuing operations52.3 (0.4)51.9 151.7 (3.2)148.5 
Trade accounts payable(10.3)0.6 (9.7)6.4 4.2 10.6 
Other current and long-term liabilities(116.2)(0.2)(116.4)(461.4)(1.0)(462.4)
Cash provided by (used in) operating activities of continuing operations11.6 — 11.6 (115.4)— (115.4)

Nine Months Ended September 30, 2022
As ReportedAdjustmentAs Revised
Net income$234.3 $(3.2)$231.1 
Income from continuing operations232.0 (3.2)228.8 
Trade accounts payable(20.4)4.2 (16.2)
Other current and long-term liabilities(448.8)(1.0)(449.8)
Cash provided by operating activities of continuing operations70.8 — 70.8 
Consolidated Statements of Stockholders’ Equity
Three Months Ended March 31, 2022Three Months Ended June 30, 2022
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Retained Earnings, Beginning Period Balance$2,254.6 $3.2 $2,257.8 $2,284.5 $2.8 $2,287.3 
Net income48.3 (0.4)47.9 95.6 (2.8)92.8 
Retained Earnings, Ending Period Balance$2,284.5 $2.8 $2,287.3 $2,361.5 $— $2,361.5 
Total Equity Beginning Period Balance$4,006.2 $3.2 $4,009.4 $4,141.9 $2.8 $4,144.7 
Net income52.0 (0.4)51.6 99.6 (2.8)96.8 
Total Equity Ending Period Balance$4,141.9 $2.8 $4,144.7 $4,138.9 $— $4,138.9 
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective atbecause of the reasonable assurance level.


























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material weaknesses in internal control over financial reporting discussed below.
Management’s Report on Financial Statements and Assessment of Internal Control over Financial Reporting

Financial Statements
Management of TransUnion is responsible for the preparation of the TransUnion financial information included in this Annual Report on Form 10-K. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include amounts that are based on the best estimates and judgments of management.
Assessment of Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. TransUnion’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of TransUnion;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles;
•provide reasonable assurance that receipts and expenditures of TransUnion are being made only in accordance with the authorizations of management and directors of TransUnion; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of theits inherent limitations, in any control, no matter how well designed, internal control over financial reporting may not prevent or detect misstatements. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation. ProjectionsAlso, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We identified the following material weaknesses as of December 31, 2023:
We did not design and maintain effective controls over our interim goodwill impairment test. Specifically, we did not design and maintain control activities over the accuracy of the manual translation of the base year forecast information used in the valuation model to calculate the reporting unit fair value. This material weakness resulted in an error to the goodwill balance and related impairment charge that resulted in the restatement of the unaudited interim financial statements as of and for the three and nine months ended September 30, 2023.
We did not design and maintain effective controls over the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations. This material weakness resulted in an error in the classification of certain costs between cost of services and selling, general and administrative that resulted in the revision of the annual financial statements previously issued for 2022 and 2021 and the unaudited interim financial statements previously issued for 2023 and 2022 interim periods.
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Additionally, these material weaknesses could result in misstatements of the aforementioned accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Management assessed the effectiveness of TransUnion’s internal control over financial reporting as of December 31, 2017. Management based2023. In making this assessment, onmanagement used the criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework as (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Management’s assessment included an evaluation(“COSO”). Because of the designmaterial weaknesses described above, management has concluded that, as of December 31, 2023, TransUnion’s internal control over financial reporting was not effective.
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of TransUnion’s internal control over financial reporting and testingas of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit and Compliance Committee of TransUnion’s Board of Directors. Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestationDecember 31, 2023, as stated in their report on TransUnion’s internal control over financial reporting thatwhich is included in this Annual Report on Form 10-K.
Based on our assessment, management determinedRemediation of Material Weaknesses
Management is in the process of designing and implementing the remediation plans to address the material weaknesses discussed above. Remediation will not occur until the plans are implemented and there has been appropriate time for us to conclude through testing that as of December 31, 2017, TransUnion’s internal control over financial reporting was effective.the controls operate effectively.
Changes in internal control over financial reportingInternal Control Over Financial Reporting
During the quarter ended December 31, 2017,2023, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.







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ITEM 9B. OTHER INFORMATION
None.On November 17, 2023, Timothy J. Martin, Executive Vice President, Chief Global Solutions Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 12,000 shares of the Company’s common stock until June 28, 2024. On November 20, 2023, Steven M. Chaouki, President, U.S. Markets and Consumer Interactive, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 8,102 shares of the Company’s common stock until June 28, 2024.

As discussed in Note 1, “Significant Accounting and Reporting Policies,” the Company corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022 (the “revision”). As this correction impacted financial measures upon which the vesting of performance share units granted to the Company’s executive officers on February 19, 2021 (“2021 PSUs”) under the Company’s Amended and Restated 2015 Omnibus Incentive Plan was based, in accordance with the Company’s Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), the Compensation Committee of the Board analyzed the impact of the revision on the Company’s achievement of performance metrics for the performance period ending on December 31, 2023. The Compensation Committee determined that the revision had no impact, and accordingly, no recovery is required under the Clawback Policy. Following such analysis, the 2021 PSUs vested and were settled on February 16, 2024.


ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.





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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following information with respect to our Board of Directors is presented as of February 28, 2024:
NamePositionPrincipal Employment
Christopher A. CartwrightPresident & Chief Executive Officer, DirectorPresident & Chief Executive Officer, TransUnion
Dr. George M. AwadDirectorPrincipal, Gibraltar Capital Corporation
William P. (Billy) BosworthDirectorOperating Managing Director, Vista Equity Partners
Suzanne P. ClarkDirectorPresident and Chief Executive Officer, U.S. Chamber of Commerce
Hamidou DiaDirectorVP and Global Head of Generative AI Solution Architecture, Google Cloud
Russell P. FradinDirectorOperating Partner, Clayton, Dubilier & Rice
Charles E. GottdienerDirectorChief Executive Officer, Anaplan, Inc.
Pamela A. JosephDirectorChief Executive Officer and Executive Chair, Xplor Technologies, Inc.
Thomas L. Monahan, IIIDirectorChief Executive Officer - designate, Heidrick and Struggles, Inc.
Ravi Kumar SingisettiDirectorChief Executive Officer, Cognizant Technology Solutions Corporation
Linda K. ZukauckasDirectorFormer Chief Financial Officer, Nielsen Holdings
The other information required by this item is incorporated by reference to our Proxy Statement for the 20182024 Annual Meeting of Stockholders to be held on May 8, 2018,2, 2024, which will be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2017.2023.
See Part I, "Information about our Executive Officers" of this Annual Report on Form 10-K for information regarding our executive officers.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees. Our Code of Business Conduct and Ethics is available in the “Investor Relations” section of our website at www.transunion.com, under the tab “Leadership and“Corporate Governance,” and a copy of the Code of Business Conduct and Ethics may also be obtained free of charge upon a request directed to TransUnion, 555 West Adams Street, Chicago, Illinois 60661, Attn: Corporate Secretary. Our Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement for the 20182024 Annual Meeting of Stockholders to be held on May 8, 2018,2, 2024, which will be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2017.2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to our Proxy Statement for the 20182024 Annual Meeting of Stockholders to be held on May 8, 2018,2, 2024, which will be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2017.2023.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to our Proxy Statement for the 20182024 Annual Meeting of Stockholders to be held on May 8, 2018,2, 2024, which will be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2017.2023.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference to our Proxy Statement for the 20182024 Annual Meeting of Stockholders to be held on May 8, 2018,2, 2024, which will be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2017.

2023.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)List of Documents Filed as a Part of This Report:
(1)
Financial Statements. The following financial statements are included in Item 8 of Part II:
(a)List of Documents Filed as a Part of This Report:
(1)Financial Statements. The following financial statements are included in Item 8 of Part II:
◦Consolidated Balance Sheets—December 31, 20172023 and 2016;2022;
◦Consolidated Statements of IncomeOperations for the years ended December 31, 2017, 20162023, 2022 and 2015;2021;
◦Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, 20162023, 2022 and 2015;2021;
◦Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162023, 2022 and 2015;2021;
◦Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 20162023, 2022 and 2015;2021; and
◦Notes to Consolidated Financial Statements.
(2)Financial Statement Schedules.
(2)Financial Statement Schedules.
◦Schedule I - Condensed Financial Information of TransUnion;TransUnion as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 and the accompanying notes; and
Schedule I - Notes to Financial Information of TransUnion; and
◦Schedule II—Valuation and Qualifying Accounts.
(3)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.

Accounts for the years ended December 31, 2023, 2022 and 2021.

Schedules I and II are filed as part of this Report and are set forth immediately following the signature page.
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(3)The following exhibits are filed with this Annual Report on Form 10-K for the fiscal year ended December 31, 2022, or incorporated herein by reference.
Exhibit
No.		Exhibit Name
Exhibit
No.		Exhibit Name
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 thereinbetween 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).
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).
SecondThird Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit 4.13.1.2 to TransUnion’s Registration StatementCurrent Report on Form S-88-K filed June 26, 2015)on May 18, 2020).
Second
Fifth Amended and Restated Bylaws of TransUnion (Amended as of February 21, 2024) (Incorporated by reference to Exhibit 4.23.1 to TransUnion’s Registration StatementCurrent Report on Form S-8 8-Kfiled June 26, 2015)on February 27, 2024).
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).
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).
Amendment No. 713 to Credit Agreement, dated as of AprilAugust 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).







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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 (incorporatedjoint bookrunners (Incorporated by reference to Exhibit 10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on October 27, 2017).
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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).
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).
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).
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).
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).

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).
Amendment No. 20 to the Credit Agreement, dated as of May 15, 2023 by and between Trans Union LLC and Deutsche Bank AG New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on July 25, 2023).
Amendment No. 21 to the Credit Agreement, dated as of October 27, 2023, by and among TransUnion Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), Trans Union LLC, the Guarantors, Deutsche Bank Securities Inc., BofA Securities, Inc., Capital One, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and each of the other Lenders party thereto.
Second Lien Credit Agreement, dated as of December 1, 2021, by and among TransUnion Intermediate Holdings, Inc., Trans Union LLC, the Guarantors, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, each of the other Lenders party thereto, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. (Incorporated by reference to Exhibit 10.8 to TransUnion’s Annual Report on Form 10-K filed on February 22, 2022).
10.11†

TransUnion Holding Company, Inc. 2012 Management Equity Plan (Effective April 30, 2012) (Incorporated by reference to Exhibit 10.1 to TransUnion’s Registration Statement on Form S-4 filed July 31, 2012).
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).
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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).
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).

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10.16
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).
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).

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).
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 4.410.1 to TransUnion’s Registration StatementCurrent Report on Form S-88-K filed June 26, 2015)on November 14, 2018).
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).
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).
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).
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).
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).
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).
TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Restricted Stock Units and(U.S. Employees) (for awards granted in or after February 2022) (Incorporated by reference to Exhibit 10.22 to TransUnion’s Annual Report on Form 10-K filed on February 22, 2022).
TransUnion 2015 Omnibus Incentive Plan Award Agreement, as amended, with respect to Restricted Stock units (U.S. Employees) (for awards granted in or after February 2023) (Incorporated by reference to Exhibit 10.1 to TransUnion’s Quarterly Report on Form 10-Q filed on April 25, 2023).
TransUnion 2015 Omnibus Incentive Plan Award Agreement with respect to Performance Share Units (U.S. Employees) (for awards granted in or after February 2022) (Incorporated by reference to Exhibit 10.23 to TransUnion’s Annual Report on Form 10-K filed on February 22, 2022).
TransUnion 2015 Omnibus Incentive Plan Award Agreement, as amended, with respect to Performance Share Units (U.S. Employees) (for awards granted in or after February 2023) (Incorporated by reference to Exhibit 10.2 to TransUnion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)filed on April 25, 2023).
TransUnion Amended and Restated 2015 Omnibus Incentive Plan Grant Notice, Applicable to Performance Share Unit Awards Granted on June 1, 2023. (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K filed on May 30, 2023).
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)., as amended, effective November 2, 2023.
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, 20166, 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).
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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).
Subsidiaries of TransUnion.
Consent of PricewaterhouseCoopers LLP.
23.1**
Consent of Ernst & Young LLP.
Power of Attorney - TransUnion (included on the signature page of this Form 10-K).
Certification of Principal Executive Officer for TransUnion pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer for TransUnion pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
TransUnion Policy for Recovery of Erroneously Awarded Compensation.
101.INS**XBRL Instance DocumentDocument.
101.SCH**XBRL Taxonomy Extension Schema DocumentDocument.
101.CAL**XBRL Taxonomy Extension Calculation Linkbase DocumentDocument.
101.DEF**XBRL Taxonomy Extension Definition Linkbase DocumentDocument.
101.LAB**XBRL Taxonomy Extension Label Linkbase DocumentDocument.
101.PRE**XBRL Taxonomy Extension Presentation Linkbase DocumentDocument.
104**Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
† English translation submitted. The Registrant hereby undertakes to furnish supplementally a copy of the foreign language document upon request of the Securities and Exchange Commission.
†† Confidential treatment has been granted for portions of this exhibit. These portions have been omitted and submitted separately to the Securities and Exchange Commission.
††† Identifies management contracts and compensatory plans or arrangement.
** Filed or furnished herewith.

††Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
(4)Valuation and qualifying accounts.
(b)

(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).
(c)
Financial Statement Schedules. See Item 15(a)(2)
ITEM 16. FORM 10-K SUMMARY
None.



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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 13, 2018.
28, 2024.
TransUnion
By:/s/Todd M. Cello
Todd M. Cello
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
The officers and directors whose signatures appear below constitute and appoint JohnHeather J. Russell and Rachel W. Blenke and Michael J. FordeMantz as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them in their name, place and stead, in any and all capacities, to sign and file, with the Securities and Exchange Commission, this Form 10-K and any and all amendments and exhibits thereto, and all documents in connection therewith, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 13, 2018.28, 2024.

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SignatureTitle
Signature/s/ Christopher A. CartwrightTitle
/s/James M. PeckPresident and Chief Executive Officer, Director
James M. PeckChristopher A. Cartwright(Principal Executive Officer)
/s/Todd M. CelloExecutive Vice President and Chief Financial Officer
Todd M. Cello(Principal Financial Officer)
/s/Timothy Elberfeld Jennifer A. WilliamsSenior Vice President and Chief Accounting Officer
Timothy ElberfeldJennifer A. Williams(Principal Accounting Officer)
/s/George M. AwadDirector
George M. Awad
/s/ William P. (Billy) BosworthDirector
William P. (Billy) Bosworth
/s/ Suzanne P. ClarkDirector
Suzanne P. Clark
/s/ Hamidou DiaDirector
 Hamidou Dia
/s/ Russell P. FradinDirector
Russell P. Fradin
/s/ Christopher EganCharles E. GottdienerDirector
Christopher EganCharles E. Gottdiener
/s/ Pamela A. JosephDirector
Pamela A. Joseph
/s/ Siddharth N. (Bobby) MehtaDirector
Siddharth N. (Bobby) Mehta
/s/ Thomas L. Monahan, IIIDirector
Thomas L. Monahan, III
/s/ Ravi Kumar SingisettiDirector
Ravi Kumar Singisetti
/s/Leo F. MullinDirector
Leo F. Mullin
/s/ Andrew ProzesLinda K. ZukauckasDirector
Andrew ProzesLinda K. Zukauckas
/s/ Sumit RajpalDirector
Sumit Rajpal

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Schedule I—Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Balance SheetSheets
(in millions, except per share data)
December 31,
2017		 December 31,
2016		 December 31,
2023		December 31,
2022
Assets   
Current assets:   
Due from TransUnion Intermediate$—
 $129.3
Current assets:
Current assets:
Other current assets
Other current assets
Other current assets0.1
 0.6
Total current assets0.1
 129.9
Investment in TransUnion Intermediate1,739.4
 1,255.3
Investment in TransUnion Intermediate Holdings, Inc.
Other assets8.1
 —
Total assets$1,747.6
 $1,385.2
Liabilities and stockholders’ equity   
Current liabilities:   
Current liabilities:
Current liabilities:
Trade accounts payable$—
 $0.1
Due to TransUnion Intermediate18.9
 —
Trade accounts payable
Trade accounts payable
Due to TransUnion Intermediate Holdings, Inc.
Other current liabilities—
 0.1
Total current liabilities18.9
 0.2
Other liabilities—
 22.2
Total liabilities18.9
 22.4
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, respectively1.9
 1.8
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022 respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022 respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022 respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively
Additional paid-in capital1,863.5
 1,844.9
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; 6.2 million and 6.0 million shares at December 31, 2023 and December 31, 2022, respectively
Retained earnings
Accumulated other comprehensive loss(135.3) (174.8)
Total stockholders’ equity1,728.7
 1,362.8
Total liabilities and stockholders’ equity$1,747.6
 $1,385.2
 See accompanying notes to condensed financial statements.

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Schedule I —Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
StatementStatements of IncomeOperations
(in millions)
Twelve Months Ended December 31,
Twelve Months Ended December 31,Twelve Months Ended December 31,
2017 2016 2015 202320222021
Revenue$—
 $—
 $—
Operating expenses     
Selling, general and administrative2.5
 1.8
 1.6
Selling, general and administrative
Selling, general and administrative
Total operating expenses2.5
 1.8
 1.6
Operating loss(2.5) (1.8) (1.6)
Non-operating income and expense     
Interest expense—
 —
 (52.8)
Equity Income from TransUnion Intermediate448.1
 124.3
 61.6
Other income and (expense), net(1.7) (2.7) (33.7)
Equity income from TransUnion Intermediate Holdings, Inc.
Equity income from TransUnion Intermediate Holdings, Inc.
Equity income from TransUnion Intermediate Holdings, Inc.
Total non-operating income and expense446.4
 121.6
 (24.9)
Income (loss) before income taxes443.9
 119.8
 (26.5)
(Provision) benefit for income taxes(2.7) 0.8
 32.4
Net income$441.2
 $120.6
 $5.9
(Loss) income from continuing operations before income taxes
Benefit for income taxes
Net (loss) income attributable to TransUnion Holding
See accompanying notes to condensed financial statements.

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Schedule I —Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Statements of Comprehensive Income (Loss)
(in millions)


 Twelve Months Ended December 31,
 2017 2016 2015
Net income$441.2
 $120.6
 $5.9
Other comprehensive income (loss):     
         Foreign currency translation:     
               Foreign currency translation adjustment32.5
 21.3
 (79.7)
               Benefit for income taxes0.6
 2.7
 4.9
         Foreign currency translation, net33.1
 24.0
 (74.8)
         Hedge instruments:     
               Net change on interest rate cap10.1
 (12.0) 0.3
               Amortization of accumulated loss0.4
 0.4
 0.4
               (Expense) benefit for income taxes(4.0) 4.4
 (0.2)
         Hedge instruments, net6.5
 (7.2) 0.5
         Available-for-sale securities:     
              Net unrealized (loss) gain(0.1) 0.4
 —
              Expense for income taxes—
 (0.2) —
         Available-for-sale securities, net(0.1) 0.2
 —
Total other comprehensive income (loss), net of tax39.5
 17.0
 (74.3)
Comprehensive income (loss) attributable to TransUnion$480.7
 $137.6
 $(68.4)
Twelve Months Ended December 31,
 202320222021
Net (loss) income attributable to TransUnion Holding$(206.2)$266.3 $1,390.3 
Other comprehensive (loss) income:
         Foreign currency translation of TransUnion Intermediate Holdings, Inc.:
               Foreign currency translation adjustment82.2 (193.4)(64.1)
               (Expense) benefit for income taxes(2.0)(0.7)0.3 
         Foreign currency translation, net80.2 (194.1)(63.8)
         Hedge instruments of TransUnion Intermediate Holdings, Inc.:
              Net change on interest rate swap(75.5)260.1 67.3 
              Benefit (provision) for income taxes18.9 (64.9)(16.8)
         Hedge instruments, net(56.6)195.2 50.5 
         Available-for-sale securities of TransUnion Intermediate Holdings, Inc.:
              Net unrealized loss— (0.3)— 
              Benefit for income taxes— 0.1 — 
         Available-for-sale securities, net— (0.2)— 
Total other comprehensive income (loss), net of tax23.6 0.9 (13.3)
Comprehensive (loss) income attributable to TransUnion$(182.6)$267.2 $1,377.0 
See accompanying notes to condensed financial statements.



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Schedule I —Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
StatementStatements of Cash Flows
(in millions)
 
Twelve Months Ended December 31,Twelve Months Ended December 31,
202320222021
Twelve Months Ended December 31,
2017 2016 2015
Cash (used in) provided by operating activities$106.4
 $(11.6) $289.5
Cash provided by operating activities
Cash used in investing activities—
 —
 —
Cash flows from financing activities:     
Extinguishment of 9.625% and 8.125% Senior Notes—
 —
 (1,000.0)
Proceeds from initial public offering—
 —
 764.5
Underwriter fees and other costs on initial public offering—
 —
 (49.8)
Debt financing fees

 —
 (8.1)
Proceeds from issuance of common stock and exercise of stock options27.1
 6.0
 2.8
Proceeds from issuance of common stock and exercise of stock options
Proceeds from issuance of common stock and exercise of stock options
Dividends to shareholders
Treasury stock purchased(133.5) (0.7) (0.3)
Excess tax benefit—
 6.3
 1.4
Cash (used in) provided by financing activities(106.4) 11.6
 (289.5)
Cash used in financing activities
Net change in cash and cash equivalents—
 —
 —
Cash and cash equivalents, beginning of period—
 —
 —
Cash and cash equivalents, end of period$—
 $—
 $—
See accompanying notes to condensed financial statements.



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143




Schedule I —Condensed Financial Information of TransUnion
TRANSUNION
Parent Company Only
Notes to Financial Statements
Note 1. Basis of Presentation
In the TransUnion parent company only financial statements, the Company’s investment in subsidiaries is stated at cost plus equity in the undistributed earnings of subsidiaries since the date of acquisition. The Company’s share of net income of its subsidiaries is included in consolidated income using the equity method. The parent company only financial information should be read in conjunction with TransUnion’s consolidated financial statements.
Revision of Previously Issued Financial Statements
The Company revised its previously issued consolidated financial statements to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. Accordingly, the Company has revised its previously issued Statements of Operations and Statements of Comprehensive Income (Loss) for the twelve months ended December 31, 2022 and 2021 to correct for this error. The impact of the revisions is presented below.
Statements of Operations
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Equity income from TransUnion Intermediate Holdings, Inc.$272.3 $(3.2)$269.1 $1,388.6 $3.2 $1,391.8 
Total non-operating income and expense272.3 (3.2)269.1 1,388.6 3.2 1,391.8 
Income from continuing operations before income taxes268.8 (3.2)265.6 1,385.1 3.2 1,388.3 
Net income269.5 (3.2)266.3 1,387.1 3.2 1,390.3 
Statements of Comprehensive Income (Loss)
Twelve Months Ended December 31, 2022Twelve Months Ended December 31, 2021
As ReportedAdjustmentAs RevisedAs ReportedAdjustmentAs Revised
Net income$269.5 $(3.2)$266.3 $1,387.1 $3.2 $1,390.3 
Comprehensive income attributable to TransUnion270.4 (3.2)267.2 1,373.8 3.2 1,377.0 

Note 2. Income taxTax
TransUnion entered into an intercompany tax allocation agreement with TransUnion Intermediate Holdings, Inc. in 2013, effective for all taxable periods from May 1, 2012, forward, in which they are members of the same consolidated federal or state tax groups. The agreement allocates the consolidated tax liability from those filings among the various members of the group.
Note 3. Dividends to Stockholders
The dividend rate was $0.105 per share in each quarter of 2023 and the third and fourth quarters of 2022, $0.095 per share in each quarter from Subsidiaries
Cashthe second quarter of 2021 to the second quarter of 2022, and $0.075 per share in the first quarter of 2021. During 2023, 2022 and 2021, we paid dividends of $81.8 million, $77.8 million and $69.8 million, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to TransUnion from its consolidated subsidiaries were $45.1 million foremployees as dividend equivalents when the year ended December 31, 2015. There were no cash dividends paid to TransUnion from its consolidated subsidiaries for the years ended December 31, 2017 and 2016.restricted stock units vest.


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144




Schedule II—Valuation and Qualifying Accounts
TRANSUNION


(in millions)Balance at
Beginning of
Year		Charged to
Costs and
Expenses		Charged to
Other
Accounts		DeductionsBalance at
End of
Year
Allowance for deferred tax assets:
Year ended December 31,
2023$98.9 $9.4 $2.7 $(6.3)$104.7 
2022$70.8 $21.8 $9.7 $(3.4)$98.9 
2021$65.7 $3.8 $14.4 $(13.1)$70.8 
As a result of displaying amounts in millions, rounding differences may exist in the table above.
145

(in millions)
Balance at
Beginning of
Year
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 
Deductions(1)
 
Balance at
End of
Year
Allowance for doubtful accounts:         
Year ended December 31,         
2017$6.2
 $5.1
 $—
 $(1.4) $9.9
2016$4.2
 $4.3
 $—
 $(2.3) $6.2
2015$2.4
 $3.2
 $—
 $(1.4) $4.2
Allowance for deferred tax assets:         
Year ended December 31,         
2017$59.2
 $45.1
 $—
 $(19.0) $85.3
2016$46.7
 $13.6
 $—
 $(1.1) $59.2
2015$42.1
 $5.3
 $—
 $(0.7) $46.7
(1)
For the allowance for doubtful accounts, includes write-offs of uncollectable accounts.

119