UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~September 30, 2017~~March 31, 2019

- OR -



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

For the transition period from to

Commission file number:

001-37470

TransUnion

(Exact name of registrant as specified in its charter)



Delaware		61-1678417
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)



555 West Adams, Chicago, IL		60661
(Address of principal executive offices)		(Zip code)

312-985-2000

(Registrants’ telephone number, including area code)

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	No ¨
	x YES	o 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 No ¨
	x YES	o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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:



	x Large accelerated filer		¨ Accelerated filer
~~Large accelerated~~	¨ Non-accelerated filer		x		~~Accelerated filer~~		¨ Smaller reporting company

~~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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).



~~Yes~~ ¨ No x
	o YES	x NO

As of ~~September 30, 2017,~~March 31, 2019, there were ~~182.4~~187.3 million shares of TransUnion common stock outstanding.

TRANSUNION

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED ~~SEPTEMBER 30,~~MARCH 31, ~~2017~~2019

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRANSUNION AND SUBSIDIARIES

Consolidated Balance Sheets

(in millions, except per share data)


	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
	Unaudited						(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	253.3		$	182.2		$	200.9		$	187.4
Trade accounts receivable, net of allowance of $7.2 and $6.2	318.9			277.9
Trade accounts receivable, net of allowance of $14.1 and $13.5							470.0			456.8
Other current assets	116.8			89.9			166.5			136.5
Current assets of discontinued operations							55.8			60.8
Total current assets	689.0			550.0			893.2			841.5
Property, plant and equipment, net of accumulated depreciation and amortization of $284.8 and $235.6	182.6			197.5
Goodwill, net	2,205.9			2,173.9
Other intangibles, net of accumulated amortization of $942.1 and $815.8	1,689.0			1,762.3
Property, plant and equipment, net of accumulated depreciation and amortization of $388.0 and $366.2							214.5			220.3
Goodwill							3,354.1			3,293.6
Other intangibles, net of accumulated amortization of $1,280.5 and $1,206.7							2,512.8			2,548.1
Other assets	116.0			97.5			201.2			136.3
Total assets	$	4,882.5		$	4,781.2		$	7,175.8		$	7,039.8
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	128.5		$	114.2		$	171.8		$	169.9
Short-term debt and current portion of long-term debt	34.4			50.4			79.0			71.7
Other current liabilities	212.4			208.7			274.2			284.1
Current liabilities of discontinued operations							20.9			22.8
Total current liabilities	375.3			373.3			545.9			548.5
Long-term debt	2,352.1			2,325.2			3,951.8			3,976.4
Deferred taxes	571.1			579.0			479.6			478.0
Other liabilities	29.3			30.7			121.6			54.7
Total liabilities	3,327.8			3,308.2			5,098.9			5,057.6
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2017 and December 31, 2016, 186.6 million and 183.9 million shares issued at September 30, 2017 and December 31, 2016, respectively, and 182.4 million shares and 183.2 million shares outstanding as of September 30, 2017 and December 31, 2016, respectively	1.9			1.8
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2019 and December 31, 2018, 192.2 million and 190.0 million shares issued at March 31, 2019 and December 31, 2018, respectively, and 187.3 million shares and 185.7 million shares outstanding as of March 31, 2019 and December 31, 2018, respectively							1.9			1.9
Additional paid-in capital	1,848.7			1,844.9			1,967.6			1,947.3
Treasury stock at cost; 4.2 million and 0.7 million shares at September 30, 2017 and December 31, 2016, respectively	(138.8		)	(5.3		)
Accumulated deficit	(107.8		)	(303.8		)
Treasury stock at cost; 4.8 million and 4.2 million shares at March 31, 2019 and December 31, 2018, respectively							(177.0		)	(139.9		)
Retained earnings							418.8			363.1
Accumulated other comprehensive loss	(147.9		)	(174.8		)	(229.4		)	(282.7		)
Total TransUnion stockholders’ equity	1,456.1			1,362.8			1,981.9			1,889.7
Noncontrolling interests	98.6			110.2			95.0			92.5
Total stockholders’ equity	1,554.7			1,473.0			2,076.9			1,982.2
Total liabilities and stockholders’ equity	$	4,882.5		$	4,781.2		$	7,175.8		$	7,039.8

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

(in millions, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Revenue	$	498.0		$	437.6		$	1,427.7		$	1,269.0		$	619.3		$	537.4
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	169.3			141.5			472.3			434.4			208.1			182.3
Selling, general and administrative	142.2			137.1			436.0			413.7			195.7			163.3
Depreciation and amortization	59.9			63.2			176.2			209.6			93.5			66.6
Total operating expenses	371.4			341.8			1,084.5			1,057.7			497.2			412.2
Operating income	126.6			95.8			343.2			211.3			122.1			125.2
Non-operating income and (expense)
Interest expense	(21.7		)	(21.4		)	(65.8		)	(63.1		)	(45.0		)	(22.6		)
Interest income	1.5			1.2			4.2			3.2			1.5			0.8
Earnings from equity method investments	2.6			2.3			6.3			6.2			3.8			2.3
Other income and (expense), net	(4.8		)	(2.2		)	(15.6		)	(19.2		)	(6.8		)	(2.7		)
Total non-operating income and (expense)	(22.4		)	(20.1		)	(70.9		)	(72.9		)	(46.5		)	(22.2		)
Income before income taxes	104.2			75.7			272.3			138.4
Income from continuing operations before income taxes													75.5			103.0
Provision for income taxes	(32.3		)	(31.2		)	(68.7		)	(59.6		)	(0.6		)	(27.6		)
Income from continuing operations													74.9			75.4
Discontinued operations, net of tax													(1.6		)	—
Net income	71.9			44.5			203.6			78.8			73.4			75.4
Less: net income attributable to the noncontrolling interests	(3.1		)	(3.3		)	(7.6		)	(7.8		)	(2.4		)	(2.3		)
Net income attributable to TransUnion	$	68.8		$	41.2		$	196.0		$	71.0		$	70.9		$	73.1

Earnings per share:
Income from continuing operations													$	74.9		$	75.4
Less: income from continuing operations attributable to noncontrolling interests													(2.4		)	(2.3		)
Income from continuing operations attributable to TransUnion													72.5			73.1
Discontinued operations, net of tax													(1.6		)	—
Net income attributable to TransUnion													$	70.9		$	73.1

Basic earnings per common share from:
Income from continuing operations attributable to TransUnion													$	0.39		$	0.40
Discontinued operations, net of tax													(0.01		)	—
Net Income attributable to TransUnion													$	0.38		$	0.40
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion													$	0.38		$	0.38
Discontinued operations, net of tax													(0.01		)	—
Net Income attributable to TransUnion													$	0.37		$	0.38
Weighted-average shares outstanding:
Basic	$	0.38		$	0.23		$	1.08		$	0.39		186.6			183.7
Diluted	$	0.36		$	0.22		$	1.03		$	0.39		191.0			190.1

Weighted average shares outstanding:
Basic	182.2			182.7			182.3			182.5
Diluted	189.2			184.8			189.8			184.4

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

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Net income	$	71.9		$	44.5		$	203.6		$	78.8		$	73.4		$	75.4
Other comprehensive income:
Other comprehensive income (loss):
Foreign currency translation:
Foreign currency translation adjustment	1.8			19.5			28.2			49.6			66.3			15.0
(Expense) benefit for income taxes	(0.2		)	(1.7		)	(0.6		)	1.4
Expense for income taxes													(0.2		)	(0.6		)
Foreign currency translation, net	1.6			17.8			27.6			51.0			66.1			14.4
Hedge instruments:
Net unrealized gain (loss)	0.8			(0.1		)	0.7			(35.0		)
Amortization of accumulated loss	0.1			0.1			0.3			0.3
(Expense) benefit for income taxes	(0.4		)	0.4			(0.4		)	13.3
Net change on interest rate cap													(4.6		)	9.9
Net change on interest rate swap													(13.8		)	—
Cumulative effect of adopting ASU 2017-12													1.0			—
Benefit (expense) for income taxes													4.6			(2.5		)
Hedge instruments, net	0.5			0.4			0.6			(21.4		)	(12.8		)	7.4
Available-for-sale securities:
Available-for-sale debt securities:
Net unrealized loss	—			—			(0.2		)	—			—			—
Benefit for income taxes	—			—			0.1			—			—			—
Available-for-sale securities, net	—			—			(0.1		)	—
Total other comprehensive income, net of tax	2.1			18.2			28.1			29.6
Available-for-sale debt securities, net													—			—
Total other comprehensive income (loss), net of tax													53.3			21.8
Comprehensive income	74.0			62.7			231.7			108.4			126.7			97.2
Less: comprehensive income attributable to noncontrolling interests	(2.0		)	(5.6		)	(8.8		)	(14.5		)	(2.5		)	(2.4		)
Comprehensive income attributable to TransUnion	$	72.0		$	57.1		$	222.9		$	93.9		$	124.2		$	94.8

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(in millions)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Cash flows from operating activities:
Net income	$	203.6		$	78.8		$	73.4		$	75.4
Add: loss from discontinued operations, net of tax							1.6			—
Income from continuing operations							74.9			75.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	176.2			209.6			93.5			66.6
Loss on refinancing transaction	10.5			—
Amortization and loss on fair value of hedge instrument	0.5			1.2
Amortization and (gain) loss on fair value of hedge instrument							—			(0.7		)
Impairment of Cost Method Investment, net							5.3			1.6
Equity in net income of affiliates, net of dividends	(5.5		)	(0.1		)	(3.3		)	(1.6		)
Deferred taxes	(14.1		)	(13.3		)	(0.2		)	0.2
Amortization of discount and deferred financing fees	2.0			2.4			1.6			0.7
Stock-based compensation	23.1			14.6			9.9			9.5
Payment of contingent obligation							(0.4		)	—
Provision for losses on trade accounts receivable	3.3			3.3			1.8			1.8
Other	(2.1		)	(1.4		)	0.1			(0.2		)
Changes in assets and liabilities:
Trade accounts receivable	(40.1		)	(34.2		)	(11.4		)	(18.6		)
Other current and long-term assets	(37.8		)	(5.8		)	(16.1		)	(2.2		)
Trade accounts payable	10.2			(1.5		)	—			(3.7		)
Other current and long-term liabilities	19.1			22.5			(29.5		)	(27.8		)
Cash provided by operating activities of continuing operations							126.2			101.0
Cash used in operating activities of discontinued operations							(2.4		)	—
Cash provided by operating activities	348.9			276.1			123.8			101.0
Cash flows from investing activities:
Capital expenditures	(91.0		)	(85.5		)	(41.9		)	(26.9		)
Proceeds from sale of trading securities	2.5			0.9			3.3			1.8
Purchases of trading securities	(1.6		)	(1.3		)	(1.5		)	(1.5		)
Proceeds from sale of other investments	54.4			31.0			6.8			3.4
Purchases of other investments	(42.1		)	(31.7		)	(14.4		)	(7.2		)
Acquisitions and purchases of noncontrolling interests, net of cash acquired	(70.7		)	(345.5		)
Acquisition-related deposits	(1.0		)	(6.2		)
Other	0.3			(3.5		)	(3.2		)	(0.1		)
Cash used in investing activities of continuing operations							(50.9		)	(30.5		)
Cash used in investing activities of discontinued operations							—			—
Cash used in investing activities	(149.2		)	(441.8		)	(50.9		)	(30.5		)
Cash flows from financing activities:
Proceeds from senior secured term loan B	—			150.0
Proceeds from senior secured term loan A	33.4			55.0
Proceeds from senior secured revolving line of credit	105.0			145.0
Payments of senior secured revolving line of credit	(105.0		)	(145.0		)	—			(30.0		)
Repayments of debt	(25.0		)	(38.0		)	(18.8		)	(11.5		)
Debt financing fees	(12.6		)	(3.7		)
Proceeds from issuance of common stock and exercise of stock options	22.1			4.7			10.1			9.4
Treasury stock purchased	(133.5		)	—
Excess tax benefit	—			3.9
Distributions to noncontrolling interests	(3.1		)	(3.3		)
Payment of contingent obligation	(10.4		)	(0.3		)
Cash (used in) provided by financing activities	(129.1		)	168.3
Dividends to shareholders							(14.4		)	—
Employee taxes paid on restricted stock units recorded as treasury stock							(36.8		)	(0.4		)
Cash used in financing activities							(59.9		)	(32.5		)
Effect of exchange rate changes on cash and cash equivalents	0.5			2.1			0.5			0.5
Net change in cash and cash equivalents	71.1			4.7			13.5			38.5
Cash and cash equivalents, beginning of period	182.2			133.2			187.4			115.8
Cash and cash equivalents, end of period	$	253.3		$	137.9		$	200.9		$	154.3

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

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity (Unaudited)

(in millions)


	Common Stock				Paid-In Capital				Treasury Stock			Accumulated Deficit				Accumulated Other Comprehensive Loss				Noncontrolling Interests				Total				Common Stock			Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total
	Shares		Amount									Accumulated Deficit			Shares					Noncontrolling Interests			Amount								Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total
Balance December 31, 2016	183.2		$	1.8	Paid-In Capital			$	Treasury Stock	1,844.9		$	(5.3	)		Accumulated Other Comprehensive Loss	$	(303.8	)		$	(174.8	)	Total			$	110.2	$	1,473.0
Balance, December 31, 2017																												183.2	$	1.9	$	1,863.5	$	(138.8	)	$	137.4		$	(135.3	)	$	95.9		$	1,824.6
Net income	—		—		—				—			196.0				—				7.6				203.6				—	—		—		—			73.1			—			2.3			75.4
Other comprehensive income	—		—		—				—			—				26.9				1.2				28.1				—	—		—		—			—			21.7			0.1			21.8
Distributions to noncontrolling interest	—		—		—				—			—				—				(3.1		)		(3.1		)
Stock-based compensation	—		—		22.0				—			—				—				—				22.0				—	—		8.9		—			—			—			—			8.9
Employee share purchase plan	0.2		—		7.5				—			—				—				—				7.5				0.1	—		4.8		—			—			—			—			4.8
Exercise of stock options	2.5		0.1		15.7				—			—				—				—				15.8				0.7	—		5.3		—			—			—			—			5.3
Treasury stock purchased	(3.5	)	—		—				(133.5		)	—				—				—				(133.5		)		—	—		—		(0.4		)	—			—			—			(0.4		)
Purchase of noncontrolling interest	—		—		(41.4		)		—			—				—				(17.3		)		(58.7		)
Balance September 30, 2017	182.4		$	1.9	$	1,848.7			$	(138.8	)	$	(107.8	)		$	(147.9	)		$	98.6			$	1,554.7
Cumulative effect of adopting Topic 606, net of tax																												—	—		—		—			(6.0		)	—			(0.1		)	(6.1		)
Cumulative effect of adopting ASC 2016-16																												—	—		—		—			(2.2		)	—			—			(2.2		)
Balance, March 31, 2018																												184.0	$	1.9	$	1,882.5	$	(139.2	)	$	202.3		$	(113.6	)	$	98.2		$	1,932.1



	Common Stock				Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests		Total
	Shares		Amount		Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests		Total
Balance, December 31, 2018	185.7		$	1.9	$	1,947.3	$	(139.9	)	$	363.1		$	(282.7	)	$	92.5	$	1,982.2
Net income	—		—		—		—			70.9			—			2.4		73.4
Other comprehensive income	—		—		—		—			—			53.2			0.1		53.3
Stock-based compensation	—		—		9.2		—			—			—			—		9.2
Employee share purchase plan	0.1		—		6.9		—			—			—			—		6.9
Exercise of stock options	0.5		—		4.2		—			—			—			—		4.2
Vesting of restricted stock units	1.6		—		—		—			—			—			—		—
Treasury stock purchased	(0.6	)	—		—		(37.1		)	—			—			—		(37.1		)
Dividends to shareholders	—		—		—		—			(14.2		)	—			—		(14.2		)
Cumulative effect of adopting ASU 2017-12	—		—		—		—			(1.0		)	—			—		(1.0		)
Balance, March 31, 2019	187.3		$	1.9	$	1,967.6	$	(177.0	)	$	418.8		$	(229.4	)	$	95.0	$	2,076.9

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

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

1. Significant Accounting and Reporting Policies

Basis of Presentation

~~Any~~Unless the context indicates otherwise, any reference in this report to ~~“the Company,~~the “Company,” “we,” “our,” “us,” and ~~“its’” are~~“its” refers to TransUnion and its consolidated subsidiaries, collectively.

The accompanying unaudited consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany transactions and balances have been eliminated. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, ~~2017.~~2019. These unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, filed with the Securities and Exchange Commission (“SEC”) on February ~~15, 2017.~~

~~Principles of Consolidation~~

The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Nonmarketable investments in unconsolidated entities in which the Company is not able to exercise significant influence are accounted for using the cost method and periodically reviewed for impairment.14, 2019.

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.

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.

Recently Adopted Accounting Pronouncements

~~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.

~~Recent Accounting Pronouncements Not Yet Adopted~~

~~On May 28, 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~. During 2016, the FASB issued several additional ASU's related to revenue recognition. This series of comprehensive guidance will replace all existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. We will adopt this standard beginning January 1, 2018, and will use the modified retrospective approach, with the cumulative effect recognized in the opening balance of retained earnings.

We have categorized our various contract revenue streams in alignment with the new standard. We are in the process of finalizing our review of contracts and have applied the five-step model specified by the new guidance. The five-step model includes: (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. Additionally, we are in the process of assessing the impact of the new standard on our disclosures and internal controls.

We continue to evaluate the impact this guidance will have on our consolidated financial statements and disclosures and prepare for the adoption of the standard on January 1, 2018, including readying our internal processes and control environment for new requirements, particularly around enhanced disclosures. At this point, we have not identified anything that we believe will have

a material impact on how we record revenue, but our conclusions will continue to evolve as we finalize our contract reviews and evaluation. The FASB has issued, and may issue in the future, interpretative guidance, which may impact our evaluation.

~~We believe that we are following an appropriate timeline to allow for proper revenue recognition, presentation and disclosures upon adoption of this new standard on January 1, 2018.~~

~~On January 5, 2016, the FASB issued ASU No. 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 with changes in fair value recognized in net income. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements.

On February 25, 2016, the FASB issued ASU ~~No.~~ 2016-02, Leases (Topic 842). During 2018 and 2019, the FASB issued additional guidance related to the new standard. This ~~ASU,~~series of comprehensive guidance, among other things, ~~will require lessees~~requires us to record ~~a lease liability, which is an obligation to make~~the discounted present value of all future lease payments ~~arising from~~as a ~~lease, and right-of-use~~liability on our balance sheet, as well as a corresponding “right-of-use” (“ROU”) asset, which is an asset that represents the right to use or control the use of a specified asset for the lease term, for all long-term leases. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We have adopted this guidance effective January 1, 2019, on a modified retrospective basis, as of the beginning of the period adopted, including the package of practical expedients available per paragraph 842-10-65-1(f). On March 31, 2019, and on each reporting date thereafter, we recognize an operating lease liability and offsetting ROU asset on our Consolidated Balance Sheet, with no other impact to our Consolidated Financial Statements. See Note 5, “Other Assets,” Note 7 “Other Current Liabilities,” Note 8, “Other Liabilities” and Note 10, “Leases” for additional information and the new required disclosures.

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. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness. For our cash flow hedges, this means that the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is now recorded in other comprehensive income, and reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings. We have adopted this ASU and related amendments effective January 1, 2019, and have applied the modified retrospective transition method that allows for a cumulative-effect adjustment to reclassify cumulative ineffectiveness previously recorded in other comprehensive income to retained earnings in the period of adoption. The adjustment was not material to our consolidated financial statements.

On February 14, 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. These amendments provide an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (the “Act”) is recorded. This guidance is effective for fiscal years beginning after December 15, 2018, ~~including~~and interim periods therein. We have elected to not reclassify the

stranded tax effects within ~~those fiscal years. We are currently assessing the~~accumulated other comprehensive income to retained earnings and therefore there is no impact ~~this guidance will have~~ on our consolidated financial statements.

On August 27, 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. This new guidance only impacts our disclosures, with no impact to our current disclosures.

Recent Accounting Pronouncements Not Yet Adopted

On June 16, 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim ~~period therein. We are currently assessing the impact this guidance will have on our consolidated financial statements.~~

~~On August 26, 2016 the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.~~ This ASU addresses the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods therein. We are currently assessing the impact this guidance will have 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.

2. Business Acquisitions

Callcredit Acquisition

On June 19, 2018, we acquired 100% of the equity of Callcredit Information Group, Ltd. (“Callcredit”) for $1,408.2 million in cash, funded primarily by additional borrowings against our Senior Secured Credit Facility. See Note 9, “Debt,” for additional information about our Senior Secured Credit Facility. There was no contingent consideration resulting from this transaction. Callcredit, founded in 2000, is a United Kingdom-based information solutions company that, like TransUnion, provides data, analytics and technology solutions to help businesses and consumers make informed decisions. International expansion is a key growth strategy for TransUnion, and we expect to leverage strong synergies across TransUnion’s and Callcredit’s business models and solutions.

We have identified and categorized certain operations of Callcredit that we do not consider core to our business as discontinued operations of our International segment as of the date of acquisition. These discontinued operations consist of businesses that do not align with our stated strategic objectives. As of the date of this filing, we have closed on the sale of three of the businesses and expect to sell the remaining two businesses within one year of our acquisition date. We do not expect to have a significant continuing involvement with any of these operations after the date of disposal. We have categorized the assets and liabilities of these discontinued operations on separate lines on the face of our balance sheet and in the table below. These amounts are based on estimates that will be refined as we complete the fair-value allocation of the purchase price of Callcredit.

Purchase Price Allocation

The allocation of the purchase price to the identifiable assets acquired and liabilities assumed is preliminary pending finalization of our fair value assessment, including the fair value of the discontinued operations, which we expect to complete within one year from the date of acquisition. Any changes to these preliminary estimates could be significant. The preliminary fair value on the acquisition date of the assets acquired and liabilities assumed as of March 31, 2019, consisted of the following:



(in millions)	Fair Value
Trade accounts receivable	$	19.7
Property and equipment	3.2
Goodwill⁽¹⁾	754.8
Identifiable intangible assets	720.1
All other assets	51.0
Assets of discontinued operations⁽²⁾	53.6
Total assets acquired	1,602.4

All other liabilities	(174.6		)
Liabilities of discontinued operations⁽²⁾	(19.6		)
Net assets of the acquired company	$	1,408.2


(1)	For tax purposes, we estimate that none of goodwill is tax deductible.

(2)

We have categorized certain businesses of Callcredit as discontinued operations in our consolidated financial statements. The preliminary fair value of assets and liabilities of these discontinued operations include an estimate of the fair value of the identifiable intangible assets and goodwill of these entities acquired. We will revise these estimates as we finalize our analysis of these discontinued operations and purchase price allocation.

We recorded the excess of the purchase price over the preliminary fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed as goodwill in a new reportable unit in our International segment. The purchase price of Callcredit exceeded the preliminary fair value of the net assets acquired primarily due to growth opportunities, the assembled workforce, synergies associated with internal use software and other technological and operational efficiencies.

Identifiable Amortizable Intangible Assets

The preliminary fair values of the amortizable intangible assets acquired consisted of the following as of March 31, 2019:



(in millions)	Estimated Useful Life	Fair Value
Database and credit files	15 years	$	502.0
Customer relationships	15 years	155.0
Technology and software	5 years	62.4
Trademarks	2 years	0.7
Total identifiable assets		$	720.1

We estimate the preliminary weighted-average useful life of the identifiable intangible assets to be approximately 14.1 years, resulting in an approximate amortization of $51.0 million per year.

Acquisition Costs

As of March 31, 2019, we have incurred approximately $20.2 million of related-acquisition costs, including $19.9 million incurred in prior years. These costs include investment banker fees, legal fees, due diligence and other external costs that we have recorded in other income and expense. We will incur additional acquisition-related costs, including legal fees, valuation fees and other professional fees in the next several quarters that we will record in other income and expense.

iovation, Inc.; Healthcare Payment Specialists, LLC; and Rubixis, Inc. Acquisitions

During the second quarter of 2018, we acquired 100% of the equity of iovation, Inc. (“iovation”) and Healthcare Payment Specialists, LLC (“HPS”). During the fourth quarter of 2018, we acquired 100% of the equity of Rubixis, Inc. (“Rubixis”). iovation is a provider of advanced device identity and consumer authentication services that helps businesses and consumers safely transact in a digital world. HPS provides expertise and technology solutions to help medical care providers maximize Medicare reimbursements. Rubixis is an innovative healthcare revenue cycle solutions company that helps providers maximize reimbursement from insurance payers. The results of operations of iovation, HPS, and Rubixis, which are not material to our consolidated financial statements, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition. The allocation of the purchase price to the identifiable assets acquired and liabilities assumed for these acquisitions is preliminary pending the preparation and our review of the fair value assessments, which we expect to complete within one year of the acquisition dates.

Based on the preliminary purchase price allocations for these acquisitions, we recorded approximately $244.4 million of goodwill and $228.8 million of amortizable intangible assets in addition to what we recorded for Callcredit as discussed above. We estimate the weighted-average useful lives of the iovation, HPS, and Rubixis amortizable intangible assets to be approximately 12.1 years.

3. Fair Value

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of ~~September 30, 2017~~March 31, 2019:


(in millions)	Total			Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3
Assets
Trading securities	$	12.6		$	9.6	$	3.0		$	—		$	11.6		$	9.3	$	2.3		$	—
Available-for-sale securities	3.2			—		3.2			—
Interest rate caps												10.7			—		10.7			—
Available-for-sale debt securities												2.9			—		2.9			—
Total	$	15.8		$	9.6	$	6.2		$	—		$	25.2		$	9.3	$	15.9		$	—

Liabilities
Interest rate swaps												$	(24.6	)	$	—	$	(24.6	)	$	—
Contingent consideration	$	(1.7	)	$	—	$	—		$	(1.7	)	(1.8		)	—		—			(1.8		)
Interest rate caps	(0.7		)	—		(0.7		)	—
Total	$	(2.4	)	$	—	$	(0.7	)	$	(1.7	)	$	(26.4	)	$	—	$	(24.6	)	$	(1.8	)

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 the nonqualified deferred compensation plan held in trust for the benefit of plan participants.

Level 2 instruments consist of pooled separate accounts, foreign exchange-traded corporate bonds and interest rate ~~caps.~~caps and swaps. 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. Foreign exchange-traded corporate bonds are ~~available-for-~~

~~sale~~available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. The interest rate caps and swaps fair values are determined byusing the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps ~~in conjunction with~~and swaps, taking into consideration the cash payments related to financing the premium of the interest rate caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. See Note 8,9, “Debt,” for additional information regarding interest rate ~~caps.~~caps and swaps.

~~Unrealized~~All unrealized gains and losses on trading securities are included in net income, while unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income. There were no other-than-temporary gains or losses on available-for-sale debt securities and there were no significant realized or unrealized gains or losses on any of our securities for any of the periods presented.

Level 3 instruments consist of contingent obligations related to companies we have acquired with remaining maximum payouts totaling ~~$15.7~~$3.8 million. These obligations are contingent upon meeting certain quantitative or qualitative performance metrics through ~~2018~~2019, and are included in other current ~~liabilities and other~~ liabilities on our balance sheet. The fair values of the obligations are determined based on an income approach, using ~~management’s~~our expectations ~~including~~of the future expected earnings of the acquired entities. We assess the fair value of these obligations each reporting period with any changes reflected as gains or losses in selling, general and administrative expenses in the consolidated statements of income. During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019, we recorded expenses of ~~$0.4~~$0.9 million ~~and $0.2 million, respectively,~~ as a result of changes to the fair value of these obligations.

3.4. Other Current Assets

Other current assets consisted of the following:

(in millions) September 30,
2017
December 31,
2016
Prepaid expenses $ 49.8
$ 43.9
Miscellaneous receivables 17.2
0.1
CFPB escrow deposit 13.9
—
Income taxes receivable 12.4
5.4
Other investments 11.1
29.5
Marketable securities 3.2
3.3
Deferred financing fees 0.6
0.5
Other 8.6
7.2
Total other current assets $ 116.8
$ 89.9

Miscellaneous receivables consist of amounts receivable from settlements and certain legal claims. Other investments include non-negotiable certificates of deposit that are recorded at their carrying value.

~~4. Other Assets~~

~~Other assets consisted of the following:~~


(in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Investments in affiliated companies	$	75.8	$	62.6
Prepaid expenses					$	86.5	$	77.1
Other investments	16.7		9.5		37.4		23.6
Other receivables					14.5		14.3
Income taxes receivable					9.4		5.5
Marketable securities	12.6		12.4		2.9		2.9
Deposits	3.3		9.3
Contract assets					1.0		1.0
Deferred financing fees	2.1		1.2		0.6		0.6
Other	5.5		2.5		14.2		11.5
Total other assets	$	116.0	$	97.5
Total other current assets					$	166.5	$	136.5

Other investments include non-negotiable certificates of deposit that are recorded at their carrying value. Other receivables include amounts recoverable under insurance policies for certain litigation costs. See Note 12, “Revenue,” for a further discussion about our contract assets.

5. ~~Investments~~Other Assets

Other assets consisted of the following:



(in millions)	March 31, 2019		December 31, 2018
Investments in nonconsolidated affiliates	$	80.5	$	81.9
Right-of-use lease assets	72.8		—
Marketable securities	11.6		12.4
Interest rate caps	10.7		16.5
Other investments	7.1		12.4
Notes receivable from affiliated companies	5.0		1.0
Deposits	4.0		3.8
Deferred financing fees	1.5		1.6
Other	8.0		6.7
Total other assets	$	201.2	$	136.3

See Note 6, “Investments in Affiliated Companies,” for additional information about our investment in affiliated companies. On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). As a result, we have recorded an ROU lease assets, which represent the fair value of the right to use our long-term leased assets over their lease terms. See Note 10, “Leases,” for additional information about our right-of-use lease assets. See Note 9, “Debt,” for additional information about our interest rate caps. Other investments include non-negotiable certificates of deposit that are recorded at their carrying value.

6. Investments in Nonconsolidated Affiliates

Investments in ~~affiliated companies~~nonconsolidated affiliates represent our investment in ~~non-consolidated~~nonconsolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, ~~credit scoring~~credit-scoring, decisioning services and ~~credit monitoring~~credit-monitoring services.

We use the equity method to account for nonmarketable 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, any impairments, as well as for purchases and sales of our ownership interest.

We ~~use the cost method to~~ account for nonmarketable investments in ~~affiliates where~~equity securities in which we are not able to exercise significant ~~influence.~~influence, our Cost Method Investments, 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. For these investments, we adjust the carrying value

for any purchases ~~and~~or 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,~~During 2019, we ~~adjust~~recorded a $5.3 million loss on the ~~carrying value if~~impairment of an investment in a nonconsolidated affiliate that we ~~determine that an other-than-temporary~~account for as a Cost Method Investment. The impairment ~~has occurred.~~was included in other income and expense in the consolidated statements of income. There were no ~~other-than-temporary impairments of~~material gain or loss adjustments to our investments in affiliated companies during the three ~~and nine~~ months ended ~~September 30, 2017 or 2016.~~March 31, 2018.

Investments in affiliated companies consisted of the following:


(in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Total equity method investments	$	49.6	$	39.4
Total cost method investments	26.2		23.2
Equity method investments					$	47.8	$	44.0
Cost Method Investments					32.7		37.9
Total investments in affiliated companies	$	75.8	$	62.6	$	80.5	$	81.9

These balances are included in other assets in the consolidated balance sheets. ~~The increase in cost method investments is due to an acquisition made in the third quarter of 2017.~~

Earnings from equity method investments, which are included in non-operating income and expense, and dividends received from equity method investments consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(in millions)	2017		2016		2017		2016		2019	2018
Earnings from equity method investments	$	2.6	$	2.3	$	6.3	$	6.2	3.8	2.3
Dividends received from equity method investments	$	0.3	$	0.5	$	0.8	$	6.1	0.5	0.7

There were no dividends received from ~~cost method investments~~Cost Method Investments for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016. Dividends received from cost method investments for the nine months ended September 30, 2017 and 2016 were $0.7 million and $0.6 million, respectively.~~2018.

6.7. Other Current Liabilities

Other current liabilities consisted of the following:


(in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Deferred revenue					$	108.4	$	73.1
Accrued payroll	$	88.3	$	79.3	62.5		102.5
Accrued legal and regulatory	46.7		35.9		32.5		33.2
Accrued employee benefits	30.3		31.8		21.9		35.1
Operating lease liabilities					17.6		—
Income taxes payable	18.6		11.5		8.3		17.0
Deferred revenue	11.3		12.0
Accrued interest					3.6		2.5
Contingent consideration	1.2		16.1		1.8		1.2
Accrued interest	1.0		1.3
Other	15.0		20.8		17.6		19.5
Total other current liabilities	$	212.4	$	208.7	$	274.2	$	284.1

~~Contingent consideration decreased $14.9 million from year end~~Deferred revenue increased primarily due to ~~payments made under various contingent consideration clauses of contracts~~annual minimum billings, primarily in our United Kingdom business, that we have ~~entered into~~a contractual right to ~~acquire businesses.~~invoice. See Note 2,12, “Revenue,” for additional information about our deferred revenue. The decrease in accrued payroll was due primarily to the payment of accrued bonuses during the first quarter of 2019 that were earned in 2018. On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). As a result, we have recorded the discounted present value of all future lease payments over the terms of the corresponding leases as a liability for our long-term leases. See Note 8, “Other Liabilities” for the long-term portion of this liability and Note 10, “Leases” for additional information about our leases. See Note 3, “Fair Value,” for additional information related to ~~these~~our contingent consideration obligations.

7.8. Other Liabilities

Other liabilities consisted of the following:


(in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Operating lease liabilities					$	61.6	$	—
Interest rate swap					24.6		10.7
Unrecognized tax benefits					19.6		19.6
Retirement benefits	$	12.0	$	10.9	12.0		10.2
Unrecognized tax benefits	7.6		4.8
Interest rate caps	0.7		6.1
Income tax payable					1.9		5.0
Deferred revenue					0.6		0.9
Contingent consideration	0.5		1.5		—		0.1
Other	8.5		7.4		1.3		8.2
Total other liabilities	$	29.3	$	30.7	$	121.6	$	54.7

On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). As a result, we have recorded the discounted present value of all future lease payments over the terms of the corresponding leases as a liability for our long-term leases. See Note 8,7, “Other Current Liabilities” for the current portion of this liability and Note 10, “Leases” for additional information about our leases. See Note 9, “Debt,” for additional information about ~~the~~our interest rate ~~caps.~~swap.

8.9. Debt

Debt outstanding consisted of the following:


(in millions)	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
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 (3.24% at September 30, 2017 and 3.52% at December 31, 2016), including original issue discount and deferred financing fees of $6.5 million and $3.9 million, respectively, at September 30, 2017, and original issue discount and deferred financing fees of $7.6 million and $4.4 million, respectively, at December 31, 2016	$	1,976.0		$	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 (2.74% at September 30, 2017 and 2.77% at December 31, 2016), including original issue discount and deferred financing fees of $1.5 million and $0.3 million, respectively, at September 30, 2017, and original issue discount and deferred financing fees of $0.7 million and $0.2 million, respectively, at December 31, 2016	398.2			375.7
Senior Secured Term Loan B-3, payable in quarterly installments through April 9, 2023, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.50% at March 31, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $4.7 million and $4.4 million, respectively, at March 31, 2019, and original issue discount and deferred financing fees of $5.0 million and $4.6 million, respectively, at December 31, 2018							$	1,887.5		$	1,892.0
Senior Secured Term Loan A-2, payable in quarterly installments through August 9, 2022, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.25% at March 31, 2019, and 4.27% at December 31, 2018), net of original issue discount and deferred financing fees of $2.6 million and $3.4 million, respectively, at March 31, 2019, and original issue discount and deferred financing fees of $2.8 million and $3.6 million, respectively, at December 31, 2018							1,159.0			1,166.0
Senior Secured Term Loan B-4, payable in quarterly installments through June 19, 2025, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.50% at March 31, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $2.3 million and $10.3 million, respectively, at March 31, 2019, and original issue discount and deferred financing fees of $2.3 million and $10.7 million, respectively, at December 31, 2018							979.9			982.0
Senior Secured Revolving Line of Credit							—			—
Other notes payable	10.9			14.2			3.7			7.3
Capital lease obligations	1.4			1.1
Finance leases							0.7			0.8
Total debt	2,386.5			2,375.6			4,030.8			4,048.1
Less short-term debt and current portion of long-term debt	(34.4		)	(50.4		)	(79.0		)	(71.7		)
Total long-term debt	$	2,352.1		$	2,325.2		$	3,951.8		$	3,976.4

Excluding potential additional principal payments due on the senior secured credit facility based on excess cash flows of the prior year, scheduled future maturities of total debt at September 30, 2017, were as follows:

(in millions) September 30,
2017
2017 $ 8.1
2018 34.1
2019 36.4
2020 43.3
2021 39.9
Thereafter 2,236.9
Unamortized original issue discounts and unamortized deferred financing fee (12.2 )
Total debt $ 2,386.5

Senior Secured Credit Facility

On June 15, 2010, we entered into a senior secured credit facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan A,A-2, the Senior Secured Term Loan B,B-3, the Senior Secured Term Loan B-4 and the Senior Secured Revolving Line of Credit.

On ~~August 9, 2017,~~June 19, 2018, we ~~refinanced~~borrowed an additional $800.0 million against our Senior Secured Term Loan A-2 and ~~amended certain provisions~~$600.0 million against a new tranche 4 of our ~~senior secured credit facility. Amendments to the~~ Senior Secured Term Loan B ~~included a 0.50% reduction in the applicable margin. Amendments to the~~ (“Senior Secured Term Loan ~~A included~~B-4”) to fund the acquisition of Callcredit. On June 29, 2018, we borrowed 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~~additional $400.0 million of our Senior Secured Term Loan B-4 to fund another acquisition and to repay a ~~reduction in the scheduled principal repayments. Amendments to~~portion of our Senior Secured Revolving Line of Credit.

As of March 31, 2019, we had no outstanding balance under 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. The refinancing resulted in $5.6$0.1 million of ~~refinancing fees~~outstanding letters of credit, and ~~other net costs expensed and recorded in other income and expense in the consolidated statements of income in the third quarter of 2017.~~

On January 31, 2017, we refinanced and amended certain provisions of our Senior Secured Term Loan B. The refinancing resulted in $5.0 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income in the first quarter of 2017.

~~During the third quarter, we repaid the $45.0 million outstanding balance on the Senior Secured Revolving Line of Credit. As of September 30, 2017, we~~ could have borrowed up to the ~~entire $300.0~~remaining $299.9 million available.

TransUnion also has the ability to request incremental loans on the same terms under the existing senior secured credit facility up to the greater of an additional $675.0 million and 100% of Consolidated EBITDA. Consolidated EBITDA ~~and may incur additional incremental loans~~is reduced to the extent that the senior secured net leverage ratio is above 4.25-to-1. In addition, so long as the senior secured net leverage ratio does not exceed 4.25-to-1.0, we may incur additional incremental loans, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.

With certain exceptions, the senior secured credit facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The senior secured credit facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such test date. TransUnion may make dividend payments up to an unlimited amount under the terms of the senior secured credit facility provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of ~~September 30, 2017,~~March 31, 2019, we were in compliance with all debt covenants.

On December 17, 2018, we entered into interest rate swap agreements with various counterparties that effectively fixed our LIBOR exposure on a portion of our existing senior secured term loans or similar replacement debt at approximately 2.647% to 2.706% . We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,445.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022.

On December 18, 2015, we entered into interest rate cap agreements with various ~~counter-parties~~counterparties 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 ~~$1,491.4~~$1,443.9 million and will decrease each quarter until the agreement terminates on June 30, 2020. In July 2016, we began to pay the various ~~counter-parties~~counterparties 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. 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 $0.5 million and $0.4 million, net of tax, recorded in other comprehensive income for three and nine months ended September 30, 2017, respectively. The effective portion of the change in the fair value of the caps resulted in an unrealized loss of $0.2 million and $21.7 million, net of tax, recorded in other comprehensive income for the three and nine months ended September 30, 2016, respectively. The ineffective portion of the change in the fair value of the caps resulted in a loss of $0.1 million and $0.2 million recorded in other income and expense for three and nine months ended September 30, 2017, respectively. The ineffective portion of the change in the fair value of the caps resulted in a gain of $0.1 million and a loss of $0.9 million recorded in other income and expense for the three and nine months ended September 30, 2016, respectively.

In accordance with ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, the new guidance eliminates the requirement to separately measure and report hedge ineffectiveness. For our cash flow hedges, this means that the entire change in the fair value of the hedging instrument included in our assessment of hedge effectiveness is now recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged debt affects earnings.

The change in the fair value of the swaps resulted in an unrealized loss of $13.8 million ($10.4 million, net of tax) for the three months ended March 31, 2019, recorded in other comprehensive income. Interest expense on the swaps in the three months ended March 31, 2019 was expense of $0.5 million ($0.3 million net of tax). We expect to recognize a loss of approximately $3.9 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months.

The change in the fair value of the caps resulted in an unrealized loss of $4.6 million ($3.4 million. net of tax) and gain of $9.9 million ($7.4 million, net of tax) for the three months ended March 31, 2019 and 2018, respectively, recorded in other comprehensive income. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and 2018, was ~~$0.8~~income of $1.6 million ~~and $3.3~~($1.0 million ~~respectively. Interest~~ net of tax) and

expense ~~reclassified from other comprehensive income to interest expense related to the fair value~~ of ~~the portion~~$0.2 million ($0.1 million net of ~~the caps expiring in the three and nine months ended September 30, 2016 was $0.5 million in each period.~~tax), respectively. We expect to reclassify a gain of approximately ~~$3.9~~$3.2 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.

Fair Value of Debt

As of ~~September 30, 2017,~~March 31, 2019, the fair value of our variable-rate Senior Secured Term Loan A,A-2, excluding original issue discounts and deferred fees, approximates the carrying value. As of ~~September 30, 2017,~~March 31, 2019, the fair value of our Senior Secured Term Loan B,B-3 and B-4, excluding original issue discounts and deferred fees, was ~~$1,983.9 million.~~$1,885.9 million and $980.7 million, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, ~~and~~based on quoted market prices for the publicly traded instruments.

10. Leases

Upon adoption of Topic 842 on January 1, 2019, our lease obligations consisted 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 13.5 years, with a weighted-average remaining lease term of 5.9 years. We have options to extend many of our operating leases for an additional period of time and options to terminate early several of our operating leases. 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 an ROU asset, which represents our right to use or control the use of a 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 our incremental borrowing rate 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. Upon adoption and as of March 31, 2019, the weighted-average discount rate used to calculate the present value of the fixed future lease payments was 5.7%.

Both Topic 842 and the predecessor lease accounting guidance under ASU 840 require us to expense the net fixed payments of operating leases on a straight-line basis over the lease term. Topic 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.

Most of our operating leases contain variable non-lease components consisting of maintenance, insurance, taxes and similar costs of the office space 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. We straight-line the net fixed payments of operating leases over the lease term and expense the variable lease payments in the period in which we incur the obligation to pay such variable amounts. These variable lease payments are not included in our calculation of our ROU assets or lease liabilities.

We have no significant short-term leases, finance leases, or subleases.

ROU assets are included in Other Assets, and operating lease liabilities are included in Other Current Liabilities and Other Liabilities in our Consolidated Balance Sheet. Finance lease assets are included in Property, Plant and Equipment, and finance lease liabilities are included in the Current Portion of Long-term Debt and Long-term Debt in our Consolidated Balance Sheet. See Note 7, “Other Current Liabilities,” Note 8,” Other Liabilities,” and note 9, “Debt,” for additional information about these items.

Our operating lease costs, including fixed, variable and short-term lease costs, were $7.2 million and $5.5 million for the three months ended March 31, 2019 and 2018, respectively. Cash paid for operating leases are included in operating cash flows, and were $7.6 million and $5.0 million for the three months ended March 31, 2019 and 2018, respectively. Our finance lease amortization expense, interest expense, and cash paid were not significant for the reported periods.

We have adopted the package of transition practical expedients which allows us to not reassess our existing lease classifications, initial direct costs, and whether or not an existing contract contains a lease.

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.

9.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.

Future fixed payments for non-cancelable operating leases and finance leases in effect as of March 31, 2019, are payable as follows:



(in millions)	Operating Leases			Finance Leases			Total
2019	$	15.6		$	0.4		$	16.0
2020	20.7			0.3			21.0
2021	16.9			0.1			17.0
2022	10.8			—			10.8
2023	8.8			—			8.8
Thereafter	20.4			—			20.4
Less imputed interest	(14.0		)	(0.1		)	(14.1		)
Totals	$	79.2		$	0.7		$	79.9

11. Stockholders’ Equity

Common Stock

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. On February 21, 2019, the board of directors declared a dividend of $0.075 per share to holders of record as of the close of business on March 7, 2019. The total dividend declared was $14.3 million, of which $14.0 million was paid on March 22, 2019, with the remainder due as dividend equivalents to employees who hold restricted stock units when and if those units vest. In the first quarter of 2019, we also paid $0.4 million of dividend equivalents that were declared in 2018 to employees whose restricted stock units vested in 2019 and reversed $0.1 million of dividend equivalents previously declared but forfeited in the first quarter of 2019.

Treasury Stock

~~On February 22, 2017,~~During the ~~Company purchased 1.85~~first quarter of 2019, 1.6 million outstanding employee restricted stock units vested and became taxable to the employees. The employees used 0.6 million shares of ~~common~~the vested stock ~~for~~to satisfy their payroll tax withholding obligations in a ~~total~~net share settlement arrangement whereby the employees received 1.0 million 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,~~and gave TransUnion the ~~Company purchased an additional 1.65~~remaining 0.6 million shares that we have recorded as treasury stock. We remitted cash equivalent to the $36.8 million vest date value of ~~common~~the treasury stock ~~for a total~~to the respective governmental agencies in settlement of ~~$65.2 million from~~ the ~~underwriters of a secondary offering of shares of our common stock by certain of our stockholders.~~employee withholding tax obligations.

Preferred Stock

We have 100.0 million shares of preferred stock authorized. No preferred stock had been issued or was outstanding as of ~~September 30, 2017.~~March 31, 2019.

~~10.~~12. Revenue

All of our revenue is derived from contracts with customers and is reported as revenue in the Consolidated Statement of Income. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under ASC Topic 606. 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.

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

any 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 true-up any estimates as facts and circumstances evolve.

Certain Stand Ready Performance Obligation fees result from contingent fee based contracts that require us to provide services before we have an enforceable right to payment. For these performance obligations, we recognize revenue at the point in time the contingency is met and we have an enforceable contract and right to payment.

Certain of our Stand Ready Performance Obligation contracts include non-recurring, non-refundable up-front fees to cover our costs of setting up files or configuring systems to enable our customers to access our services. These fees are not fees for distinct performance obligations. When these fees are insignificant in relation to the total contract value we recognize such fees as revenue when invoiced. If such fees are significant we recognize them as revenue over the duration of the contract, the period of time for which we have contractually enforceable rights and obligations. For contracts where such fees are for a distinct performance obligation, we recognize revenue as or when the performance obligation is satisfied.

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.

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.

In certain circumstances we apply the guidance in ASC Topic 606 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 generally include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.

Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example contracts where we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of March 31, 2019. Contract liabilities include current and long-term deferred revenue which are included in other current liabilities and other liabilities. We expect to recognize the December 31, 2018 current deferred revenue as revenue during 2019. The long-term deferred revenue is not significant.

For additional disclosures about the disaggregation of our revenue see Note 15, “Reportable Segments”.

13. Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the ~~weighted average~~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.

~~For the three and nine months ended September 30, 2017,~~As of March 31, 2019, there were ~~less than 0.1~~0.2 million anti-dilutive stock-based awards outstanding. ~~In addition, there~~There were no contingently issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. For the three and nine months ended September 30, 2016, there were less than 0.11.3 million ~~anti-dilutive stock-based awards outstanding. In addition, there were 5.9 million contingently issuable~~contingently-issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met.

As of March 31, 2018, there were 0.1 million anti-dilutive stock-based awards outstanding. There were no contingently-issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met.

Basic and diluted weighted average shares outstanding and earnings per share were as follows:

Three Months Ended
September 30, Nine Months Ended
September 30,
(in millions, except per share data) 2017 2016 2017 2016
Earnings per share - basic
Earnings available to common stockholders $ 68.8
$ 41.2
$ 196.0
$ 71.0
Weighted average basic shares outstanding 182.2
182.7
182.3
182.5
Earnings per share - basic $ 0.38
$ 0.23
$ 1.08
$ 0.39

Earnings per share - diluted
Earnings available to common stockholders $ 68.8
$ 41.2
$ 196.0
$ 71.0

Weighted average basic shares outstanding 182.2
182.7
182.3
182.5
Dilutive impact of stock-based awards 7.0
2.1
7.5
1.9
Weighted average dilutive shares outstanding 189.2
184.8
189.8
184.4
Earnings per share - diluted $ 0.36
$ 0.22
$ 1.03
$ 0.39



	Three Months Ended March 31,
(in millions, except per share data)	2019			2018
Income from continuing operations	$	74.9		$	75.4
Less: income from continuing operations attributable to noncontrolling interests	(2.4		)	(2.3		)
Income from continuing operations attributable to TransUnion	72.5			73.1
Discontinued operations, net of tax⁽¹⁾	(1.6		)	—
Net income attributable to TransUnion	$	70.9		$	73.1

Basic earnings per common share from:
Income from continuing operations attributable to TransUnion	$	0.39		$	0.40
Discontinued operations, net of tax	(0.01		)	—
Net Income attributable to TransUnion	$	0.38		$	0.40
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion	$	0.38		$	0.38
Discontinued operations, net of tax	(0.01		)	—
Net Income attributable to TransUnion	$	0.37		$	0.38
Weighted-average shares outstanding:
Basic	186.6			183.7
Diluted	191.0			190.1


(1)	Discontinued operations for the three months ended March 31, 2018 is zero.

~~11.~~14. Income Taxes

For the three months ended ~~September 30, 2017,~~March 31, 2019, we reported an effective tax rate of ~~31.0%~~0.8%, which was lower than the ~~35%~~21% U.S. federal statutory rate due primarily to ~~the impact~~$21.0 million of excess tax benefits ~~related to the adoption~~on stock-based compensation and $7.9 million of ~~ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excess~~valuation allowance releases on foreign tax benefits for share-based payment award transactions to be recorded in the income statement. Accordingly, we recognized excess tax benefits on stock option exercises, which resulted in a decrease in tax expense of $5.0 million,credit carryforwards, partially offset by ~~an increase~~$13.7 million of ~~$2.2 million in~~various foreign, state and federal tax ~~expense including changes in state tax rates.~~ impacts.

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, we reported an effective tax rate of ~~25.2%~~26.8%, which was ~~lower~~higher than the ~~35%~~21% U.S. federal statutory rate due primarily to $14.2 million of tax expense related to the impact of the Act, foreign rate differential, and unrecognized tax benefits, partially offset by $8.2 million of excess tax benefits on stock option exercises of $28.1 million and the first quarter 2017 ownership structure change for certain international subsidiaries which resulted in a decrease in income tax expense of $5.2 million, partially offset by an increase of $3.2 million in state tax expense including changes in state tax rates.

For the three months ended September 30, 2016, we reported an effective tax rate of 41.3%, which was higher than the 35% U.S. federal statutory rate due primarily to the tax expense on unremitted foreign earnings not considered permanently reinvested, the impact of valuation allowances on the losses of certain foreign subsidiaries, and changes in state tax assumptions. For the nine months ended September 30, 2016, we reported an effective tax rate of 43.1%, which was higher than the 35% U.S. federal statutory rate due primarily to the tax expense on unremitted foreign earnings not considered permanently reinvested, the impact of valuation allowances on the losses of certain foreign subsidiaries, and changes in state tax assumptions.stock-based compensation.

The total amount of unrecognized tax benefits was ~~$7.6~~$19.6 million as of ~~September 30, 2017,~~March 31, 2019, and ~~$4.8~~$19.6 million as of December 31, ~~2016. These same~~2018. The amounts that would affect the effective tax rate if ~~recognized. The~~recognized are $12.3 million and $12.3 million, respectively. There were no significant liabilities for accrued interest ~~payable~~ for taxes ~~was insignificant as of September 30, 2017 and December 31, 2016. There was no significant liability for~~or accrued tax penalties as of ~~September 30, 2017~~March 31, 2019, or December 31, ~~2016.~~2018. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Generally, tax years ~~2008~~2010 and forward remain open for examination in some ~~state~~foreign jurisdictions, 2011 and ~~foreign~~forward in some state jurisdictions, and tax years 2012 and forward remain open for examination for U.S. federal income tax purposes.

~~12.~~15. Reportable Segments

~~This~~Over the past few years, we have completed a significant number of acquisitions that have transformed our business. We have also developed a significant number of new product offerings that have further diversified our portfolio of businesses. As a result of the evolution of our business, we have changed the disaggregated revenue and our measure of segment profit (Adjusted EBITDA) information that we provide to our chief operating decision makers (our “CODM”) to better align with how we manage the business. Accordingly, our disclosures around the disaggregation of our revenue and the measure of segment profit have been recast for all periods presented in this Quarterly Report on Form 10-Q to conform to the information used by our CODM. We have not changed our reportable segments and these changes do not impact our consolidated results.

We have three reportable segments, U. S. Information Services (“USIS”), International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.

We define Adjusted EBITDA as net income (loss) attributable to each segment plus (less) loss (income) from discontinued operations, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus (less) certain deferred revenue acquisition revenue-related adjustments, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses including Callcredit integration-related expenses, plus (less) certain other expenses (income).

The segment financial information ~~is reported on~~below 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 12, “Revenue.” ~~included in our audited financial statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K filed with the SEC on February 15, 2017.~~

~~We evaluate the performance of segments based on revenue and operating income.~~ The following is a more detailed description of ~~the~~ our three reportable segments and the Corporate unit, which provides support services to each segment:

U.S. Information Services

U.S. Information Services (“USIS”) provides consumer reports, risk scores, analytical services and decisioning ~~services~~capabilities to businesses. These businesses use our services to acquire new customers, assess ~~consumer~~consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery ~~platforms~~methods in our USIS segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our USIS segment for the following verticals:

Financial Services: The financial services vertical consists of our consumer lending, mortgage, auto and ~~business issues.~~cards and payments lines of business. Our financial services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), 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. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.

Emerging Verticals: Emerging verticals include healthcare, insurance, collections, property management, public sector and other diversified markets. Our solutions in these verticals are similar to the solutions in our financial services vertical and also address the entire customer lifecycle. We offer ~~our services to customers in financial services, insurance, healthcare,~~onboarding and ~~other industries.~~retention solutions, transaction processing products, scoring products, marketing solutions, analytics and consulting, identity management and fraud solutions, and revenue optimization and collections solutions.

International

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

Consumer Interactive 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, fraud protection and resolution, and financial management. 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.

Selected segment financial information and disaggregated revenue consisted of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(in millions)	2017			2016			2017			2016			2019			2018
Revenue:
U.S. Information Services:
Financial Services													$	189.1		$	182.6
Emerging Verticals													179.7			159.7
Total U.S. Information Services													368.8			342.3

Gross revenues:
U.S. Information Services	$	312.0		$	273.3		$	892.1		$	777.1
International	94.9			82.3			265.6			227.7
Consumer Interactive	107.0			97.4			317.3			310.0
Total revenues, gross	$	513.9		$	453.0		$	1,475.1		$	1,314.7
International:
Canada													23.0			21.7
Latin America													25.3			25.2
United Kingdom													42.2			—
Africa													15.0			17.0
India													27.7			20.2
Asia Pacific													12.8			11.8
Total International													146.0			95.9

Total Consumer Interactive													123.4			117.9

Total revenue, gross													$	638.2		$	556.1

Intersegment revenue eliminations:
U.S. Information Services	$	(14.6	)	$	(14.3	)	$	(43.8	)	$	(42.7	)	$	(17.5	)	$	(17.4	)
International	(1.3		)	(1.1		)	(3.5		)	(3.0		)	(1.2		)	(1.2		)
Consumer Interactive	(0.1		)	—			(0.1		)	—			(0.2		)	(0.2		)
Total intersegment eliminations	(16.0		)	(15.4		)	(47.4		)	(45.7		)	(18.9		)	(18.8		)
Total revenues, net	$	498.0		$	437.6		$	1,427.7		$	1,269.0
Total revenue as reported													$	619.3		$	537.4

Operating income:
Adjusted EBITDA
U.S. Information Services	$	82.4		$	63.9		$	238.4		$	135.5		$	142.0		$	133.4
International	19.9			14.4			41.5			27.5			65.0			33.0
Consumer Interactive	46.5			41.0			144.2			125.1			60.2			56.9
Corporate	(22.3		)	(23.5		)	(80.9		)	(76.8		)	(28.3		)	(20.6		)
Total operating income	$	126.6		$	95.8		$	343.2		$	211.3

Intersegment operating income eliminations:
U.S. Information Services	$	(14.1	)	$	(13.9	)	$	(42.5	)	$	(41.6	)
International	(1.0		)	(0.8		)	(2.6		)	(2.2		)
Consumer Interactive	15.1			14.7			45.1			43.8
Total intersegment eliminations	$	—		$	—		$	—		$	—
Consolidated Adjusted EBITDA													$	238.9		$	202.6

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

A reconciliation of ~~operating~~net income attributable to ~~income before income taxes~~TransUnion to Adjusted EBITDA for the periods presented is as follows:

Three Months Ended
September 30, Nine Months Ended
September 30,
(in millions) 2017 2016 2017 2016
Operating income from segments $ 126.6
$ 95.8
$ 343.2
$ 211.3
Non-operating income and expense (22.4 ) (20.1 ) (70.9 ) (72.9 )
Income before income taxes $ 104.2
$ 75.7
$ 272.3
$ 138.4



	Three Months Ended March 31,
(in millions)	2019		2018
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion	$	70.9	$	73.1
Discontinued operations	1.6		—
Net income from continuing operations attributable to TransUnion	72.5		73.1
Net interest expense	43.5		21.8
Provision (benefit) for income taxes	0.6		27.6
Depreciation and amortization	93.5		66.6
EBITDA	210.0		189.2
Adjustments to EBITDA:
Acquisition revenue-related adjustments	4.2		—
Stock-based compensation	12.7		10.8
Mergers and acquisitions, divestitures and business optimization	11.3		3.3
Other	0.7		(0.6		)
Total adjustments to EBITDA	28.9		13.5
Consolidated Adjusted EBITDA	$	238.9	$	202.6

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

Earnings from equity method investments included in non-operating income and expense for the periods presented were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(in millions)	2017		2016		2017		2016		2019		2018
U.S. Information Services	$	0.7	$	0.5	$	1.5	$	1.5	$	0.6	$	0.7
International	1.9		1.8		4.8		4.7		3.2		1.6
Total	$	2.6	$	2.3	$	6.3	$	6.2	$	3.8	$	2.3

~~13. Contingencies~~

~~Litigation~~

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. The following discussion describes material developments in previously disclosed material legal proceedings that occurred in the nine months ended September 30, 2017. Refer to Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2016, Part II, Item 1 of our Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017, and Part II, Item 1 of our Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2017, for a full description of our material pending legal proceedings.

~~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 expectation of a subsequent appeal. 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 post-trial proceedings 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 September 30, 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.~~

ITEM 2. 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, TransUnion’s audited consolidated financial statements, the accompanying notes, “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, as well as the unaudited consolidated financial statements and the related notes presented in Part I, Item 1, of this Quarterly Report on Form 10-Q.

References in this discussion and analysis to “the Company,” “we,” “us” and “our” refer to TransUnion and its direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc., collectively.

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 below in “Cautionary Notice Regarding Forward-Looking Statements,” and Part II, Item 1A, “Risk Factors.”

References in this discussion and analysis to “the Company,” “we,” “us” and “our” refer to TransUnion and its direct and indirect subsidiaries, collectively.

Overview

TransUnion is a leading global risk and information solutions provider to businesses and consumers. We provide consumer reports, risk scores, analytical services and decisioning capabilities to businesses. Businesses embed our solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use 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, which we also refer to as verticals, including financial services, ~~specialized risk,~~healthcare, insurance and ~~healthcare.~~specialized risk. We have a global presence in over 30 countries and territories across North America, ~~Africa,~~ Latin America, the United Kingdom, Africa, India and ~~Asia.~~Asia Pacific.

Our solutions are based on a foundation of financial, credit, alternative credit, identity, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information from approximately 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

Over the past few years, we have completed a significant number of acquisitions that have transformed our business. We have also developed a significant number of new product offerings that have further diversified our portfolio of businesses. As a result of the evolution of our business, we have changed the disaggregated revenue and our measure of segment profit (Adjusted EBITDA) information that we provide to our chief operating decision makers (our “CODM”) to better align with how we manage the business. Accordingly, our disclosures around the disaggregation of our revenue and the measure of segment profit have been recast for all periods presented in this Quarterly Report on Form 10-Q to conform to the information used by our CODM. We have not changed our reportable segments and these changes do not impact our consolidated results. Part 1, Item 1, Note 15, “Reportable Segments,” for further information about this change.

We manage our business and report ~~our~~disaggregated revenue and financial results in three reportable segments: ~~USIS,~~U.S. Information Services, International and Consumer Interactive.

~~USIS~~The U.S. Information Services (or “USIS”) segment provides consumer reports, risk scores, analytical services and decisioning ~~services~~capabilities to businesses. These businesses use our services to acquire new customers, assess ~~consumer~~consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery ~~platforms~~methods in our USIS segment

allow us to serve a broad set of customers ~~and business issues.~~across industries. We ~~offer~~report disaggregated revenue of our ~~services to customers in~~USIS segment for the financial services ~~insurance, healthcare~~ and ~~other industries.~~emerging verticals.

We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific.

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, fraud protection and resolution, and financial management. Our products are provided through ~~user friendly~~user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.

In addition, Corporate provides shared services for each of the segments, holds investments, raises capital, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

Factors Affecting Our Results of Operations

The following are certain key factors that affect, or have recently affected, our results of operations:

Macroeconomic and Industry Trends

Our revenues ~~are~~can be significantly influenced by general macroeconomic conditions, including the availability of ~~affordable~~ credit and capital, interest rates, inflation, employment levels, consumer confidence and housing demand. In the markets where we compete, we have generally seen good economic conditions and increased market stabilization over the past few years. In the United States, we continue to see a healthy, ~~well functioning~~well-functioning consumer lending market driven by athe exceptionally strong labor market and continuing strong consumer ~~confidence that is near an all-time high. Additionally,~~confidence. Demand for consumer solutions continues to be strong due to consumer awareness of the risk of identity theft due to data breaches and increasingly available free credit information. These positive signs have been tempered by a significant deterioration in the mortgage market, ~~has benefited from low long-term~~although we have begun to see improvements due to the recent declines in mortgage rates and recent improvements in new and existing home sales. There also continues to be uncertainty around trade policies and global economic growth. In addition, we saw a ~~good housing market. We have also seen solid demand for our marketing services, and~~slowdown in our ~~Consumer Interactive segment, strong demand for our credit and identity theft solutions. In addition, the strengthening of foreign currencies~~customer’s marketing activity early in the first ~~nine months~~quarter, as they assessed the momentum of ~~2017 has improved~~ the ~~operating~~U.S. economy and trajectory of interest rates. Internationally, we continue to see strong growth in key markets, tempered by uncertainty in our Africa region and ongoing concern over Brexit. Also, weakening foreign currencies, primarily in Africa, India and Latin America, resulted in a decline in results ~~reported by our International segment~~for the first quarter of 2019 compared with the ~~prior year.~~same period in 2018.

Our revenues are also significantly influenced by industry trends, including the demand for information services in financial services, healthcare, 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, such as an increase in the size of the middle class and a significant increase in the use of financial services by currently 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 ~~increasing number and~~ complexity of regulations, including from the Consumer Financial Protection Bureau (“CFPB”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act and new capital requirements, continue to make operations for businesses more challenging.

Effects of Inflation

We do not believe that inflation has had a material effect on our business, results of operations or financial condition.

Recent Developments

~~During the third quarter of 2017,~~On December 17, 2018, we ~~repaid $45.0 million~~entered into interest rate swap agreements with various counterparties that fixes our LIBOR exposure on ~~our Senior Secured Revolving Line of Credit.~~

~~On August 9, 2017, we refinanced and amended certain provisions~~an additional portion of our existing senior secured ~~credit facility. Amendments~~term loans or similar replacement debt at approximately 2.647% to the Senior Secured Term Loan B included a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0 million, and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Line of Credit included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, a reduction in the annual commitment fee on the unused borrowings, and an increase in the commitment amount to $300.0 million. Other key provisions include changes in incremental borrowing limits and a reduction in the maximum for the senior secured net leverage ratio test to 5.5-to-1. The refinancing resulted in $5.6 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income in the third quarter of 2017.2.706%.

During the second quarter of ~~2017,~~2018, we ~~repaid $60.0 million on~~borrowed a significant amount of additional debt against our ~~Senior Secured Revolving Line~~senior secured credit facility to fund the purchase of ~~Credit.~~

~~On August 4, 2017, certain~~three acquisitions as discussed in “Recent Acquisitions and Partnerships” below. During the second quarter 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 April 26, 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. 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 $0.4 million and $1.4 million of transaction costs recorded in other income and expense for the three- and nine-month periods in 2017, respectively. We were obligated to pay these costs in accordance with an agreement with the stockholders. We did not receive any proceeds from this offering as all shares were sold by the selling stockholders.

~~As part of the April 26, 2017 offering, the Company purchased 1.65 million shares of common stock for~~2018, we borrowed a total of ~~$65.2 million from the underwriters. On May 2, 2017, we borrowed $65.0~~$125.0 million under the Senior Secured Revolving Line of Credit to fund ~~this share purchase. The shares purchased by the Company are held in treasury,~~an acquisition and ~~reduced the number of outstanding shares of common stock accordingly. As part of the March 22, 2017 offering, the Company purchased 1.85 million shares of common stock~~ for a total of $68.3 million from the underwriters. The share purchases were funded with cash on hand. The shares purchased by the Company are held in treasury, and reduced the number of outstanding shares of common stock accordingly.

general corporate purposes. On ~~March 21, 2017,~~June 19, 2018, we borrowed ~~$40.0~~an additional $800.0 million against our Senior Secured Term Loan A-2 and $600.0 million against a new tranche 4 of our Senior Secured Term Loan B (“Senior Secured Term Loan B-4”) to fund the acquisition of Callcredit. On June 29, 2018, we borrowed an additional $400.0 million of our Senior Secured Term Loan B-4 to fund another acquisition and to repay a portion of our Senior Secured Revolving Line of Credit. Our net incremental borrowings during the second quarter of 2018 was $20.0 million under the Senior Secured Revolving Line of ~~Credit to partially fund the acquisition of an additional interest in TransUnion CIBIL Limited (formerly Credit Information Bureau (India) Limited (“CIBIL”)).~~Credit.

On January ~~31, 2017,~~1, 2019, we ~~refinanced and amended certain provisions~~adopted ASU 2016-02, Leases (Topic 842).This guidance, among other things, requires us to record the future discounted present value of all future lease payments as a liability on our ~~Senior Secured Term Loan B. Key provisions~~balance sheet, as well as a corresponding “right-to-use” asset, which is an asset that represents the right to use or control the use of a specified asset for the amendment included a two-year extension of the maturity date from April 2021 to April 2023, a 0.25% reduction in the applicable margin and a reduction in the LIBOR floor to zero from 0.75%. The refinancing resulted in $5.0 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income in the first quarter of 2017.lease term, for all long-term leases. See Part 1, Item 1, Note 10, “Leases,” for additional information about our leases.

Recent Acquisitions and Partnerships

We selectively evaluate acquisitions and partnerships as a means to expand our business and international footprint and to enter new markets. ~~Since January 1, 2016,~~During 2018, we completed the following ~~acquisitions:~~acquisitions, including those that impact the comparability of our 2019 results with our 2018 results:

On ~~August 18, 2017,~~October 15, 2018, we acquired 100% of the equity of ~~Datalink Services,~~Rubixis, Inc. (“~~Datalink”~~Rubixis”). ~~Datalink’s~~Rubixis is an innovative healthcare revenue cycle solutions ~~provide enhanced data~~company that ~~identifies risks associated with an applicant’s driving behavior~~helps providers maximize reimbursement from insurance payers. Rubixis brings specialized expertise in the management of denials and ~~provides insurers with a cost-competitive, timely and more detailed offering.~~underpayments, two significant pain points for healthcare providers. The results of operations of ~~Datalink,~~Rubixis, which are not material to our consolidated financial statements, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition.

On July 19, 2017, we acquired a small 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 noncontrolling interest in their common stock. PeerIQ is a credit risk analytics firm that helps institutions analyze, access and manage risk in the peer-to-peer lending sector. 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%.~~

On November 4, 2016, we increased our ownership interest in Central de Informacion Financiera S.A. (“CIFIN”) from 95.17% to 100%. 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, which are not material to our consolidated financial statements, 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,~~29, 2018, we acquired 100% of the equity of ~~RTech Healthcare Revenue Technologies,~~iovation, Inc. (“~~RTech”~~iovation”). ~~RTech uses innovative proprietary technology to help healthcare providers protect revenue~~iovation is a provider of advanced device identity and ~~cash.~~consumer authentication services that helps businesses and consumers safely transact in a digital world. The results of operations of ~~RTech, which are not material to our consolidated financial statements, 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 made 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, LLC (“Auditz”). Auditz is a U.S.-based healthcare services organization that uses sophisticated proprietary technology to help healthcare providers identify and recover payments. The results of operations of Auditz,iovation, which are not material to our consolidated financial statements, 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,~~June 22, 2018, we increased our noncontrolling interest investment in SavvyMoney, Inc. (“SavvyMoney”). Our initial investment in SavvyMoney was made on August 30, 2016. SavvyMoney is a provider of credit information services for bank and credit union users. We measure our investment in SavvyMoney at our initial cost, minus any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments in SavvyMoney, with any adjustments recorded in other income and expense. We will record any future dividends in other income and expense when received.

On June 19, 2018, we acquired 100% of the ~~remaining 12.5% ownership interest in Drivers History~~equity of Callcredit Information ~~Sales, LLC~~Group, Ltd. (“~~DHI”~~Callcredit”). ~~We no longer record net income attributable~~Callcredit is a United Kingdom-based information solutions company founded in 2000 that provides data, analytics and technology solutions to ~~the noncontrolling interests~~help businesses and consumers make informed decisions. The results of operations of Callcredit have been included as part of our International segment in our consolidated statements of income ~~or redeemable noncontrolling interests on~~since the date of the acquisition. See Part II, Item 8, “Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions,” for further information about this acquisition.

On June 1, 2018, we acquired 100% of the equity of Healthcare Payment Specialists, LLC (“HPS”). HPS provides expertise and technology solutions to help medical care providers maximize Medicare reimbursements. The results of operations of HPS, which are not material to our consolidated ~~balance sheets from~~financial statements, have been included as part of our USIS segment in our consolidated statements of income since the date ~~we acquired~~of the ~~remaining interest.~~

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.acquisition.

Key Components of Our Results of Operations

Revenue

WeThe following is a more detailed description of how we derive and report revenue for our three reportable segments:

U.S. Information Services

U.S. Information Services (or “USIS”) provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our USIS segment allow us to serve a broad set of customers across industries. We report disaggregated revenue ~~from three operating platforms: Online Data Services, Marketing Services~~of our USIS segment for the following verticals:

Financial Services: The financial services vertical consists of our consumer lending, mortgage, auto and ~~Decision Services. Online Data Services encompass~~cards and payments lines of business. Our financial services ~~delivered~~clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in ~~real-time using both credit and public record datasets.~~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. We provide ~~online reports that link public record datasets for qualified businesses seeking to locate consumers, specific assets or investigate relationships among consumers, businesses~~solutions across every aspect of the lending lifecycle: customer acquisition 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 manageengagement, fraud and ~~authenticate a consumer’s~~ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity ~~when they initiate a new business relationship. Additionally, we provide data~~verification, and authentication and debt recovery solutions.

Emerging Verticals: Emerging verticals include healthcare, insurance, collections, property management, public sector and other diversified markets. Our solutions in these verticals are similar to the solutions in our financial services vertical and also address the entire customer lifecycle. We offer onboarding and retention solutions, transaction processing products, scoring products, marketing solutions, analytics and consulting, identity management and fraud solutions, and revenue optimization and collections solutions.

International

The International segment provides services similar to our USIS 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 services, decisioning capabilities, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered 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~~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 ~~businesses interpret data and predictive model results and apply~~consumers proactively manage 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, optimizing accounts receivable management and collections, patient registrations and insurance coverages, and apartment rental requests.personal finances.

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

Consumer Interactive

Consumer Interactive 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, fraud protection and resolution, and financial management. Our products are provided through ~~user friendly~~user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.

Cost of Services

Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed.

Selling, General and Administrative

Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions.

Non-Operating Income and Expense

Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from cost-method investments, impairments of equity-method and cost-method investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.

Results of Operations

Key Performance Measures

~~Management, including~~Over the past few years, we have completed a significant number of acquisitions that have transformed our business. We have also developed a significant number of new product offerings that have further diversified our portfolio of businesses. As a result of the evolution of our business, we have changed the disaggregated revenue and our measure of segment profit (Adjusted EBITDA) information that we provide to our chief operating decision ~~maker,~~makers (our “CODM”) to better align with how we manage the business. Accordingly, our disclosures around the disaggregation of our revenue and the measure of segment profit have been recast for all periods presented in this Quarterly Report on Form 10-Q to conform to the information used by our CODM. We have not changed our reportable segments and these changes do not impact our consolidated results. Part 1, Item 1, Note 15, “Reportable Segments,” for further information about this change.

Management, including our CODM, evaluates the financial performance of our businesses based on a variety of key indicators. These indicators include the ~~non-GAAP measure~~GAAP measures of revenue, segment Adjusted EBITDA, ~~and the GAAP measures revenue,~~ cash provided by operating activities and cash paid for capital ~~expenditures.~~expenditures and the non-GAAP measures Adjusted Revenue and consolidated Adjusted EBITDA. For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, these key indicators were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016
$
Change

%
Change
2017 2016
$
Change

%
Change
Revenue $ 498.0
$ 437.6
$ 60.4
13.8 % $ 1,427.7
$ 1,269.0
$ 158.7
12.5 %
Reconciliation of net income (loss)
    attributable to TransUnion to
    Adjusted EBITDA⁽¹⁾:

Net income (loss) attributable to
    TransUnion
$ 68.8
$ 41.2
$ 27.6
67.1 % $ 196.0
$ 71.0
$ 125.0
176.0 %
Net interest expense 20.2
20.2
—
0.1 % 61.6
59.9
1.7
2.8 %
Provision (benefit) for income taxes 32.3
31.2
1.1
3.5 % 68.7
59.6
9.1
15.3 %
Depreciation and amortization 59.9
63.2
(3.2 ) (5.1 )% 176.2
209.6
(33.4 ) (15.9 )%
EBITDA 181.3
155.8
25.5
16.4 % 502.6
400.2
102.4
25.6 %
Adjustments to EBITDA:
Stock-based compensation⁽²⁾
9.5
7.5
2.0
26.9 % 34.3
23.2
11.1
47.8 %
Mergers and acquisitions, divestitures
    and business optimization⁽³⁾
(1.7 ) 4.2
(5.9 ) (139.0 )% 5.2
17.3
(12.1 ) (69.9 )%
Technology transformation⁽⁴⁾
—
—
—
— % —
23.3
(23.3 ) (100.0 )%
Other⁽⁵⁾
5.0
(0.9 ) 5.9
nm
9.8
3.5
6.4
184.5 %
Total adjustments to EBITDA 12.9
10.9
2.0
18.6 % 49.3
67.3
(18.0 ) (26.7 )%
Adjusted EBITDA⁽¹⁾
$ 194.1
$ 166.6
$ 27.5
16.5 % $ 551.9
$ 467.5
$ 84.4
18.1 %

Other metrics:

Cash provided by operating activities $ 174.7
$ 126.6
$ 48.1
38.0 % $ 348.9
$ 276.1
$ 72.8
26.4 %
Capital expenditures $ 33.0
$ 30.6
$ 2.4
7.8 % $ 91.0
$ 85.5
$ 5.5
6.4 %



	Three Months Ended March 31,
(dollars in millions)	2019		2018			$ Change			% Change
Revenue:
Consolidated revenue as reported	$	619.3	$	537.4		$	81.9		15.2	%
Acquisition revenue-related adjustments⁽¹⁾	4.2		—			4.2			n/m
Consolidated Adjusted Revenue⁽²⁾	$	623.5	$	537.4		$	86.1		16.0	%

USIS gross revenue	$	368.8	$	342.3		$	26.5		7.7	%
Acquisition revenue-related adjustments⁽¹⁾	0.2		—			0.2			n/m
USIS gross Adjusted Revenue⁽²⁾	$	369.0	$	342.3		$	26.7		7.8	%

International gross revenue	$	146.0	$	95.9		$	50.1		52.2	%
Acquisition revenue-related adjustments⁽¹⁾	4.0		—			4.0			n/m
International gross Adjusted Revenue⁽²⁾	$	150.0	$	95.9		$	54.1		56.4	%

Consumer Interactive gross revenue	$	123.4	$	117.9		$	5.4		4.6	%

Adjusted EBITDA⁽²⁾:
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA⁽²⁾:
Net income attributable to TransUnion	$	70.9	$	73.1		$	(2.2	)	(3.0	)%
Discontinued operations	1.6		—			1.6			n/m
Net income from continuing operations attributable to TransUnion	72.5		73.1			(0.6		)	(0.8	)%
Net interest expense	43.5		21.8			21.6			99.2	%
Provision (benefit) for income taxes	0.6		27.6			(27.1		)	(97.9	)%
Depreciation and amortization	93.5		66.6			26.9			40.4	%
EBITDA	210.0		189.2			20.9			11.0	%
Adjustments to EBITDA:
Acquisition revenue-related adjustments⁽¹⁾	4.2		—			4.2			n/m
Stock-based compensation⁽³⁾	12.7		10.8			1.9			17.4	%
Mergers and acquisitions, divestitures and business optimization⁽⁴⁾	11.3		3.3			8.0			n/m
Other⁽⁵⁾	0.7		(0.6		)	1.3			n/m
Total adjustments to EBITDA	28.9		13.5			15.4			114.1	%
Consolidated Adjusted EBITDA⁽²⁾	$	238.9	$	202.6		$	36.3		17.9	%



	Three Months Ended March 31,
(dollars in millions)	2019			2018			$ Change			% Change
USIS Adjusted EBITDA	$	142.0		$	133.4		$	8.7		6.5	%
International Adjusted EBITDA	65.0			33.0			31.9			96.6	%
Consumer Interactive Adjusted EBITDA	60.2			56.9			3.3			5.8	%
Corporate	(28.3		)	(20.6		)	(7.6		)	36.9	%
Consolidated Adjusted EBITDA⁽²⁾	$	238.9		$	202.6		$	36.3		17.9	%

Other metrics:
Cash provided by operating activities of continuing operations	$	126.2		$	101.0		$	25.2		25.0	%
Capital expenditures	$	(41.9	)	$	(26.9	)	$	(15.0	)	55.8	%

nm: not meaningful

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

~~(1)~~1.

This adjustment represents certain non-cash adjustments related to acquired entities, predominantly adjustments to increase revenue resulting from purchase accounting reductions to deferred revenue we record on the opening balance sheets of acquired entities. Deferred revenue results when a company receives payment in advance of fulfilling their performance obligations under contracts. Business combination accounting rules require us to record deferred revenue of acquired entities at fair value if we are obligated to perform any future services under these contracts. The fair value of this deferred revenue is determined based on the direct and indirect incremental costs of fulfilling our performance obligations under these contracts, plus a normal profit margin. Generally, this fair value calculation results in a reduction to the purchased deferred revenue balance. The above adjustment includes an estimate for the increase in revenue equal to the difference between what the acquired entities would have recorded as revenue and the lower revenue we record as a result of the reduced deferred revenue balance. This increase is partially offset by an estimated decrease to revenue for certain acquired non-core customer contracts that are not classified as discontinued operations that will expire within approximately one year from the date of acquisition. We present Adjusted Revenue as a supplemental measure of our revenue because we believe it provides meaningful information regarding our revenue and provides a basis to compare revenue between periods. In addition, our board of directors and executive management team use Adjusted Revenue as a compensation measure under our incentive compensation plans. The table above provides a reconciliation for revenue to Adjusted Revenue. The estimated adjustments to revenue are subject to change as we finalize the fair value assessments of the deferred revenue acquired with recent acquisitions and as we complete our assessment of the non-core customer contracts.

We define Adjusted Revenue as GAAP revenue adjusted for certain acquisition-related deferred revenue and non-core contract-related revenue. We define 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 Revenue as a supplemental measure of revenue because we believe its provides a basis to compare revenue between periods. 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 TransUnion. The table above provides a reconciliation from our net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA for the three months ended March 31, 2019 and 2018.

~~income (loss) attributable to TransUnion to Adjusted EBITDA for the three and nine months ended September 30, 2017 and 2016.~~


~~(2)~~3.	Consisted of stock-based compensation and cash-settled stock-based compensation.

~~(3)~~4.

For the three months ended ~~September 30, 2017,~~March 31, 2019, consisted of the following ~~adjustments to operating income:~~adjustments: a ~~$0.4~~$5.3 million loss on the impairment of an investment in a nonconsolidated affiliate; $4.2 million of Callcredit integration costs; a $0.9 million adjustment to contingent consideration expense from previous ~~acquisitions. For the three months ended September 30, 2017, consisted of the following adjustments to non-operating income~~acquisitions; and expense: a $(2.0) million net reduction in acquisition expenses resulting from a reimbursement of certain acquisition costs recorded in prior periods partially offset by other acquisition costs and $(0.1) million of miscellaneous. For the nine months ended September 30, 2017, consisted of the following adjustments to operating income: a $0.5 million loss on the divestiture of a small business operation; and a $0.2 million adjustment to contingent consideration expense from previous acquisitions. For the nine months ended September 30, 2017, consisted of the following adjustments to non-operating income and expense: $4.5$0.9 million of acquisition expenses.

For the three months ended ~~September 30, 2016,~~March 31, 2018, consisted of the following ~~adjustments to operating income: a $0.9~~adjustments: $1.7 million ~~adjustment to contingent consideration expense from previous acquisitions;~~of acquisition expenses and a ~~$0.7~~$1.6 million loss on the ~~divestiture~~impairment of an investment in a small international line of business. For the three months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $2.3 million of acquisition expenses; and a $0.3 million loss on the divestiture of a small international line of business. For the nine months ended September 30, 2016, consisted of the following adjustments to operating income: a $1.0 million adjustment to contingent consideration expense from previous acquisitions; a $0.8 million loss on the divestiture of a small international line of business; and a $(0.5) million adjustment to business optimization expenses. For the nine months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $15.8 million of acquisition expenses; and a $0.2 million loss on the divestiture of a small international line of business.nonconsolidated affiliate.


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

~~(5)~~5.

For the three months ended ~~September 30, 2017,~~March 31, 2019, consisted of the following ~~adjustments to operating income and expense:~~adjustments: 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 three months ended September 30, 2017, consisted of the following adjustments to non-operating income and expense: $5.6 million of fees related to the refinancing of our senior secured credit facility; $0.5 million of currency remeasurement of our foreign operations; $0.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders; $0.3 million ~~of loan fees; and $0.1 million mark-to-market~~ loss related to ineffectiveness of our interest rate hedge. For the nine months ended September 30, 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 nine months ended September 30, 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; $1.4 million of fees incurred in connection with secondary offerings of shares of TransUnion common stock by certain of our stockholders; $1.1 million of loan fees; a $0.2 million mark-to-market loss related to ineffectiveness of our interest rate hedge; $(1.1) million offrom currency remeasurement of our foreign operations; and ~~$(0.4)~~$0.4 million of ~~miscellaneous.~~loan fees.

For the three months ended ~~September 30, 2016,~~March 31, 2018 consisted of the following ~~adjustments to operating income:~~adjustments: a $(0.7) million of miscellaneous. For the three months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $0.7 million of fees connected to the filing of secondary registration statements filed on behalf of certain stockholders; $0.3 million of loan fees; $(0.9) million ofgain from currency remeasurement of our foreign operations; a ~~$(0.1)~~$(0.7) million mark-to-market gain related to ineffectiveness of our interest rate hedge; and $(0.2) million of miscellaneous. For the nine months ended September 30, 2016, consisted of the following adjustments to operating income: a $0.3 million charge for certain legal and regulatory matters; and $(0.7) million of miscellaneous. For the nine months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $2.5$0.4 million of fees ~~connected to the filing~~incurred in connection with a secondary offering of ~~secondary registration statements filed on behalf~~shares of TransUnion common stock by certain of our stockholders; ~~$1.1~~and $0.4 million of loan ~~fees; a $0.9 million mark-to-market loss related to ineffectiveness of our interest rate hedge; and $(0.6) million of currency remeasurement of our foreign operations.~~

fees.

Revenue

~~Total revenue~~Revenue increased ~~$60.4~~$81.9 million for the three months ended ~~September 30, 2017,~~March 31, 2019 compared with the same period in ~~2016,~~2018, due to ~~strong~~ organic growth in all of our segments, ~~across all platforms~~including both the USIS financial services and ~~nearly all markets,~~emerging verticals and most of the International regions, revenue from our recent acquisitions in our USIS ~~segment~~ and International segments, and revenue from new product initiatives, partially offset by the impact of ~~strengthening~~weakening foreign currencies on ~~the 2017~~ revenue offrom our International segment. ~~Revenue for our recent acquisitions~~Acquisitions accounted for an increase in revenue of ~~0.8% and the~~11.1%. The impact of ~~strengthening~~weakening foreign currencies accounted for ~~an increase~~a decrease in ~~revenue~~revenue of ~~0.6%~~ 1.6%.

Total revenue increased $158.7 million for the nine months ended September 30, 2017, compared with the same period in 2016, due to strong organic growth in all of our segments, across all platforms and nearly all markets, revenue from our recent acquisitions in our USIS segment and by the impact of strengthening foreign currencies on the 2017 revenue of our International segment. Revenue for our recent acquisitions accounted for an increase in revenue of 1.2% and the impact of strengthening foreign currencies accounted for an increase in revenue of 0.7%. Revenue by segment ~~in the three-~~ and ~~nine-month periods were~~a more detailed explanation of revenue within each segment are as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016
$
Change

%
Change
2017 2016
$
Change

%
Change
U.S. Information Services:
  Online Data Services $ 200.2
$ 178.4
$ 21.8
12.2 % $ 573.2
$ 507.6
$ 65.6
12.9 %
  Marketing Services 48.5
41.3
7.2
17.5 % 137.0
116.1
20.9
18.0 %
  Decision Services 63.3
53.6
9.7
18.2 % 182.0
153.4
28.6
18.7 %
Total U.S. Information Services 312.0
273.3
38.7
14.2 % 892.1
777.1
115.1
14.8 %

International:
  Developed Markets 33.8
29.2
4.6
15.7 % 92.8
80.2
12.6
15.7 %
  Emerging Markets 61.2
53.1
8.0
15.1 % 172.8
147.5
25.3
17.2 %
Total International 94.9
82.3
12.6
15.3 % 265.6
227.7
37.9
16.6 %

Total Consumer Interactive 107.0
97.4
9.6
9.9 % 317.3
310.0
7.4
2.4 %
Total revenue, gross 513.9
453.0
61.0
13.5 % 1,475.1
1,314.7
160.3
12.2 %

Intersegment eliminations:
   USIS Online (14.6 ) (14.3 ) (0.3 ) (43.8 ) (42.7 ) (1.0 )
   International Developed Markets (1.3 ) (0.9 ) (0.4 ) (3.4 ) (2.5 ) (0.9 )
   International Emerging Markets —
(0.2 ) 0.2
(0.1 ) (0.5 ) 0.3

   Consumer Interactive (0.1 ) —
—
(0.1 ) —
—

Total intersegment eliminations (16.0 ) (15.4 ) (0.6 ) (47.4 ) (45.7 ) (1.6 )

Total revenue as reported $ 498.0
$ 437.6
$ 60.4
13.8 % $ 1,427.7
$ 1,269.0
$ 158.7
12.5 %



	Three months ended March 31,						Change
(in millions)	2019			2018			$			%
USIS:
Financial Services	$	189.1		$	182.6		$	6.5		3.6	%
Emerging Verticals	179.7			159.7			20.0			12.5	%
USIS gross revenue	368.8			342.3			26.5			7.7	%

International:
Canada	23.0			21.7			1.3			5.9	%
Latin America	25.3			25.2			0.1			0.3	%
United Kingdom	42.2			—			42.2			n/m
Africa	15.0			17.0			(2.0		)	(11.8	)%
India	27.7			20.2			7.5			37.4	%
Asia Pacific	12.8			11.8			1.0			8.5	%
International gross revenue	146.0			95.9			50.1			52.2	%

Consumer Interactive gross revenue	123.4			117.9			5.4			4.6	%

Total gross revenue	$	638.2		$	556.1		$	82.0		14.8	%

Intersegment revenue eliminations:
USIS	$	(17.5	)	$	(17.4	)	$	(0.1	)	0.4	%
International	(1.2		)	(1.2		)	—			(1.9	)%
Consumer Interactive	(0.2		)	(0.2		)	—			30.2	%
Total intersegment revenue eliminations	(18.9		)	(18.8		)	(0.1		)	0.5	%
Total revenue as reported	$	619.3		$	537.4		$	81.9		15.2	%

nm: not meaningful

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

USIS Segment

USIS revenue increased ~~$38.7~~$26.5 million and $115.1 million for the three and nine months ended September 30, 2017, compared with the same periods in 2016, due to increases in revenue from all platforms including revenue from our recent acquisitions of Auditz, RTech and DataLink.

~~Online Data Services~~

Online Data Services revenue increased $21.8 million and $65.6 million for the three- and nine-month periods, compared with the same periods in 2016, due to a 4.7% and 3.2% increase in credit report unit volume in each respective period, a change in the mix of customer volumes, which resulted in an increase in average pricing for online credit reports for the nine months in 2017 compared with the same period in ~~2016, and an increase due to new product initiatives.~~

~~Marketing Services~~

Marketing Services revenue increased $7.2 million and $20.9 million for the three- and nine-month periods, compared with the same periods in 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 other batch jobs.

~~Decision Services~~

~~Decision Services revenue increased $9.7 million and $28.6 million for the three- and nine-month periods, compared with the same periods in 2016,~~2018, due primarily to increases in revenue from both verticals, including an increase of 5.2% from recent acquisitions.

Financial Services: Revenue increased $6.5 million compared with the ~~healthcare market, including revenue~~same period in 2018, due primarily to a 2.2% increase from our recent ~~acquisitions.~~acquisitions and revenue from new product initiatives, partially offset by a decrease in revenue due to a significant deterioration in the mortgage market, although we have begun to see improvements due to the recent declines in mortgage rates and recent improvements in new and existing home sales, and a pullback in our customer’s marketing activity early in the quarter.

Emerging Verticals: Revenue increased $20.0 million compared with the same period in 2018, due primarily to an 8.6% increase from recent acquisitions, new product offerings, and organic growth, particularly in the Insurance vertical.

International Segment

International revenue increased ~~$12.6~~$50.1 million, or ~~15.3%~~52.2%, ~~and $37.9 million, or 16.6% for the three and nine months ended September 30, 2017,~~ compared with the same ~~periods~~period in ~~2016. The~~2018, due primarily to a 44.0% increase ~~was due to~~from our acquisition of Callcredit and higher ~~local currency~~ revenue in ~~most~~all regions from increased volumes, ~~and~~partially offset by ~~an increase~~a decrease of ~~3.0% and 3.9%~~9.2% from the impact of ~~strengthening~~weakening foreign currencies, particularly in our Africa, India and ~~for the nine-month period, revenue from our acquisition of CIFIN.~~Latin America regions.

~~Developed Markets~~

~~Developed markets revenue~~Canada: Revenue increased ~~$4.6~~$1.3 million, or ~~15.7%~~5.9%, ~~and $12.6 million, or 15.7% for the three- and nine-month periods,~~ compared with the same ~~periods~~period in ~~2016,~~2018, due primarily to higher ~~local currency~~ revenue ~~in both regions primarily~~ from increased volumes ~~and an increase~~including new product initiatives, partially offset by a decrease of ~~2.6% and~~5.4% from the impact of weakening foreign currencies.

Latin America: Revenue increased $0.1 million, or 0.3%, compared with the same period in 2018, due primarily to higher revenue from increased volumes including new product initiatives, partially offset by a decrease of 9.5% from the impact of weakening foreign currencies.

United Kingdom: Revenue from continuing operations was $42.2 million, all attributable to our acquisition of Callcredit in June, 2018. We did not have revenue in the United Kingdom in the three months ended March 31, 2018.

Africa: Revenue decreased $2.0 million, or 11.8%, compared with the same period in 2018, due primarily to a 14.4% decrease from the impact of weakening foreign currencies, partially offset by higher revenue from increased volumes including new product initiatives.

India: Revenue increased $7.5 million, or 37.4%, compared with the same period in 2018, due primarily to higher revenue from increased volumes including new product initiatives, partially offset by a decrease of 13.4% from the impact of weakening foreign currencies.

Asia Pacific: Revenue increased $1.0 million, or 8.5%, compared with the same period in 2018, due primarily to higher revenue from increased volumes including new product initiatives, partially offset by a decrease of 0.7% from the impact of ~~strengthening~~weakening foreign ~~currencies, primarily the Canadian dollar.~~currencies.

~~Emerging Markets~~Consumer Interactive Segment

~~Emerging markets~~Consumer Interactive revenue increased ~~$8.0~~$5.4 million ~~or 15.1%, and $25.3 million, or 17.2% for the three- and nine-month periods,~~ compared with the same ~~periods~~period in 2016, due to higher local currency revenue in most regions primarily from increased volumes and an increase of 3.2% and 5.6% from the impact of strengthening foreign currencies, primarily the South African rand, Brazilian real and Indian rupee.

~~Consumer Interactive Segment~~

~~Consumer Interactive revenue increased $9.6 million and $7.4 million for the three and nine months ended~~ ~~September 30, 2017, compared with the same periods in 2016. The increase was~~2018, due primarily to an increase in revenue from both our direct and indirect ~~channel.~~channels, partially offset by a decrease in incremental credit monitoring revenue due to a breach at a competitor.

Operating Expenses

Operating expenses for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, were as follows:


	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended March 31,
(in millions)	2017		2016		$ Change			% Change		2017		2016		$ Change			% Change		2019		2018		$ Change		% Change
Cost of services	$	169.3	$	141.5	$	27.8		19.7	%	$	472.3	$	434.4	$	37.9		8.7	%	$	208.1	$	182.3	$	25.8	14.2	%
Selling, general and administrative	142.2		137.1		5.0			3.7	%	436.0		413.7		22.3			5.4	%	195.7		163.3		32.4		19.8	%
Depreciation and amortization	59.9		63.2		(3.2		)	(5.1	)%	176.2		209.6		(33.4		)	(15.9	)%	93.5		66.6		26.9		40.4	%
Total operating expenses	$	371.4	$	341.8	$	29.6		8.7	%	$	1,084.5	$	1,057.7	$	26.8		2.5	%	$	497.2	$	412.2	$	85.1	20.7	%

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

Cost of Services

Cost of services increased ~~$27.8 million and $37.9~~$25.8 million for the ~~three- and nine-month periods,~~three months ended March 31, 2019, compared with the same ~~periods~~period in ~~2016.~~2018.

The increase was due primarily to:

~~an increase~~operating and integration-related costs relating to the business acquisitions in ~~labor costs~~our USIS and International segments, as we continue to invest in key strategic growth initiatives; and

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

partially offset by:

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

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

~~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.

Selling, General and Administrative

Selling, general and administrative expenses increased ~~$5.0 million and $22.3~~$32.4 million for the ~~three- and nine-month periods,~~three months ended March 31, 2019, compared with the same ~~periods~~period in ~~2016.~~2018.

The increase was due primarily to:

operating and integration-related costs relating to the business acquisitions in our USIS and International segments, as we continue to invest in key strategic growth initiatives; and

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

~~for the three-month period, an increase~~partially offset by:

a decrease in ~~advertising~~legal and regulatory costs ~~due to market opportunities;~~primarily in our USIS and International segments; and

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

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

~~partially offset by:~~

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

Depreciation and Amortization

Depreciation and amortization ~~decreased $3.2 million and $33.4~~increased $26.9 million for the ~~three- and nine-month periods,~~three months ended March 31, 2019, compared with the same ~~periods~~period in ~~2016. Certain~~2018, primarily in our International and USIS ~~internal-use software~~segment, due to recent intangible and ~~equipment~~tangible fixed assets ~~became fully depreciated on September 30, 2016, in conjunction~~acquired with our ~~strategic initiative to transform our technology platform.~~recent International and USIS segment business acquisitions.

Adjusted EBITDA and Adjusted EBITDA margin

~~Operating Income and Operating Margins~~

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016
$
Change

%
Change
2017 2016
$
Change

%
Change
Gross operating income by segment:
USIS operating income $ 82.4
$ 63.9
$ 18.5
29.0 % $ 238.4
$ 135.5
$ 102.9
76.0 %
International operating income 19.9
14.4
5.6
38.7 % 41.5
27.5
13.9
50.6 %
Consumer Interactive operating income 46.5
41.0
5.5
13.3 % 144.2
125.1
19.1
15.3 %
Corporate operating loss (22.3 ) (23.5 ) 1.2
5.3 % (80.9 ) (76.8 ) (4.1 ) (5.3 )%
Total gross operating income $ 126.6
$ 95.8
$ 30.8
32.1 % $ 343.2
$ 211.3
$ 131.9
62.4 %

Intersegment operating income
eliminations:

USIS $ (14.1 ) $ (13.9 ) $ (0.2 ) $ (42.5 ) $ (41.6 ) $ (0.9 )
International (1.0 ) (0.8 ) (0.2 ) (2.6 ) (2.2 ) (0.4 )
Consumer Interactive 15.1
14.7
0.4
45.1
43.8
1.3

Corporate —
—
—
—
—
—

Total operating income eliminations $ —
$ —
$ —
$ —
$ —
$ —

Operating Margin:
USIS 26.4 % 23.4 % 3.0 % 26.7 % 17.4 % 9.3 %
International 21.0 % 17.5 % 3.5 % 15.6 % 12.1 % 3.5 %
Consumer Interactive 43.5 % 42.1 % 1.3 % 45.4 % 40.4 % 5.1 %
Total operating margin 25.4 % 21.9 % 3.5 % 24.0 % 16.6 % 7.4 %



	Three Months Ended March 31,
(dollars in millions)	2019			2018			$ Change			% Change
Adjusted Revenue:
USIS gross Adjusted Revenue	$	369.0		$	342.3		$	26.7		7.8	%
International gross Adjusted Revenue	150.0			95.9			54.1			56.4	%
Interactive gross Revenue	123.4			117.9			5.4			4.6	%
Total gross Adjusted Revenue	642.4			556.1			86.2			15.5	%
Less: intersegment revenue eliminations	(18.9		)	(18.8		)	(0.1		)	0.5	%
Consolidated Adjusted Revenue	$	623.5		$	537.4		$	86.1		16.0	%

Adjusted EBITDA⁽¹⁾:
USIS	$	142.0		$	133.4		$	8.7		6.5	%
International	65.0			33.0			31.9			96.6	%
Consumer Interactive	60.2			56.9			3.3			5.8	%
Corporate	(28.3		)	(20.6		)	(7.6		)	36.9	%
Consolidated Adjusted EBITDA⁽¹⁾	$	238.9		$	202.6		$	36.3		17.9	%

Adjusted EBITDA margin⁽¹⁾:
USIS	38.5		%	39.0		%				(0.5	)%
International	43.3		%	34.4		%				8.9	%
Consumer Interactive	48.8		%	48.2		%				0.6	%
Consolidated Adjusted EBITDA margin⁽¹⁾	38.3		%	37.7		%				0.6	%

As a result of displaying amounts in millions, rounding differences may exist in the table above. ~~Segment operating margins are calculated using segment gross revenue and operating income.~~

See the reconciliation of net income attributable to TransUnion to Consolidated Adjusted EBITDA in the “Key Performance Measures” section at the beginning of our discussion about our Results of Operations. Segment Adjusted EBITDA margins are calculated using segment gross Adjusted Revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA margin is calculated using consolidated Adjusted Revenue and consolidated Adjusted EBITDA.

Consolidated ~~operating margin is calculated using as reported revenue and operating income.~~

~~Total operating income~~Adjusted EBITDA increased ~~$30.8~~$36.3 million ~~and $131.9 million for the three and nine months ended September 30, 2017, compared with the same periods in 2016. The increase was~~ due primarily to:

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

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

~~savings enabled by our technology transformation~~ and ~~other productivity 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,~~International segments,

partially offset by:

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

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

~~operating~~an increase in labor costs ~~from our acquisitions~~as we continue to invest in ~~our USIS and International segments.~~strategic growth initiatives.

~~Margins~~Adjusted EBITDA margins for the USIS segment ~~increased in both periods~~decreased due primarily to the ~~increase in revenue,~~integration-related costs of 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 business acquisitions. ~~Margins~~

Adjusted EBITDA margins for the International segment increased ~~in both periods~~ due ~~primarily~~ to the ~~increase~~strong increases in revenue in India, a decrease in legal and ~~cost savings from~~regulatory costs and higher margins in our ~~key productivity initiatives. Margins~~United Kingdom region.

Adjusted EBITDA margins for the Consumer Interactive segment increased ~~in both periods~~ due to the ~~decrease~~increase in ~~product costs from a favorable shift in the mix of revenue and more efficient marketing spend.~~revenue.

Non-Operating Income and Expense


	Three Months Ended September 30,											Nine Months Ended September 30,											Three Months Ended March 31,
(in millions)	2017			2016			$ Change			% Change		2017			2016			$ Change			% Change		2019			2018			$ Change			% Change
Interest expense	$	(21.7	)	$	(21.4	)	$	(0.3	)	(1.4	)%	$	(65.8	)	$	(63.1	)	$	(2.7	)	(4.2	)%	$	(45.0	)	$	(22.6	)	$	(22.3	)	(98.6	)%
Interest income	1.5			1.2			0.3			22.8	%	4.2			3.2			1.0			30.5	%	1.5			0.8			0.7			84.3	%
Earnings from equity method investments	2.6			2.3			0.3			15.0	%	6.3			6.2			0.1			1.9	%	3.8			2.3			1.5			65.7	%
Other income and expense, net:
Acquisition fees	2.0			(2.3		)	4.3			186.9	%	(4.5		)	(15.8		)	11.3			71.5	%	(0.9		)	(1.7		)	0.8			47.3	%
Loan fees	(5.9		)	(0.3		)	(5.6		)	nm		(11.6		)	(1.1		)	(10.5		)	nm		(0.4		)	(0.4		)	—			(9.3	)%
Dividends from cost method investments	—			—			—			—	%	0.7			0.6			0.1			11.7	%
Other income (expense), net	(1.0		)	0.4			(1.4		)	nm		(0.1		)	(2.9		)	2.8			97.6	%	(5.6		)	(0.6		)	(4.9		)	nm
Total other income and expense, net	(4.8		)	(2.2		)	(2.6		)	(116.6	)%	(15.6		)	(19.2		)	3.6			18.5	%	(6.8		)	(2.7		)	(4.2		)	(157.7	)%
Non-operating income and expense	$	(22.4	)	$	(20.1	)	$	(2.3	)	(11.5	)%	$	(70.9	)	$	(72.9	)	$	2.0		2.7	%	$	(46.5	)	$	(22.2	)	$	(24.3	)	(109.6	)%

nm: not meaningful

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

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019, interest expense increased ~~$0.3 million and $2.7~~$22.3 million compared with the same ~~periods~~period in ~~2016,~~2018, due primarily to the impact of the increase in our average outstanding principal balance as a result of funding our business acquisitions in the middle of 2018, and an increase in the average ~~outstanding principal balance.~~interest rate. Future interest expense could be impacted by changes in our variable interest rates.

~~Acquisition fees represent costs we have incurred for acquisition-related efforts. For~~Other income (expense) increased due to a $5.3 million loss on the ~~three months ended September 30, 2017, acquisition fees include~~impairment of an investment in a nonconsolidated affiliate. Other income (expense), net $2.0 million reduction in acquisition expenses resulting from a reimbursement of certain acquisition costs recorded in prior periods partially offset by other acquisition costs. For the nine months ended September 30, 2017, costs decreased in 2017 compared with 2016 due primarily to our acquisition of CIFIN in 2016also includes currency remeasurement gains and ~~the cost reimbursement received in the third quarter of 2017.~~

~~For the three and nine months ended September 30, 2017, loan fees included $5.6 million and $10.5 million of refinancing fees~~losses, and other ~~net costs expensed as a result of refinancing of our Senior Secured Term Loan.~~

~~For the three months ended September 30, 2017, other~~miscellaneous non-operating income ~~net, included $0.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our shareholders~~ and $0.5 million of currency remeasurement expense. For the nine months ended September 30, 2017, other income, net, included $1.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders, partially offset by $1.1 million of currency remeasurement gains. For the three and nine months ended September 30, 2016, other income, net, included $0.7 million and $2.5 million of fees incurred in connection with the filing of registration statements and secondary offerings of shares of TransUnion common stock by certain of our stockholders.expense items.

Provision for Income Taxes

stock-based compensation.

Significant Changes in Assets and Liabilities

~~On February 22, 2017,~~We adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019. As a results, we are required to record the ~~Company purchased 1.85 million shares~~discounted present value of ~~common stock for~~all future lease payments as a ~~total of $68.3 million from~~liability on our balance sheet, as well as a corresponding “right-of-use” (“ROU”) asset, which is an asset that represents the ~~underwriters~~right to use or control the use of a ~~secondary offering of shares of TransUnion common stock by certain of~~specified asset for the lease term, for all long-term leases. See Item I, Part 1, Note 5, “Other Assets,” Note 7, “Other Current Liabilities,” Note 8, “Other Liabilities,” and Note 10, “Leases” for more information about the impact on our stockholders. On May 2, 2017, the Company purchased 1.65 million shares of common stock for a total of $65.2 million from the underwriters of a secondary offering of shares of TransUnion common stock by certain of our stockholders. See “Recent Developments” above for additional information.balance sheet.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our ~~senior secured revolving line~~Senior 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 and other general corporate purposes. We believe our cash on hand, cash generated from operations, and funds available under the senior secured ~~revolving line of~~ credit facility will be sufficient to fund our planned capital expenditures, debt service and other capital structure obligations, business acquisitions and operating needs for the foreseeable future. We 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 ~~$253.3~~$200.9 million and ~~$182.2~~$187.4 million at ~~September 30, 2017~~March 31, 2019, and December 31, ~~2016~~,2018, respectively, of which ~~$119.0~~$135.8 million and ~~$91.3~~$130.8 million was held outside the United ~~States.~~States in each respective period. As of ~~September 30, 2017,~~March 31, 2019, we had no ~~amounts~~ outstanding balance under the ~~senior secured revolving line~~Senior Secured Revolving Line of Credit and $0.1 million of outstanding letters of credit,

and could have borrowed up to the ~~$300.0~~remaining $299.9 million available. TransUnion also has the ability to request incremental loans on the same terms under the existing senior secured credit facility up to the greater of an additional $675.0 million orand 100% of ~~consolidated~~Consolidated EBITDA. Consolidated EBITDA ~~and may incur additional incremental loans~~is reduced to the extent that the senior secured net leverage ratio is above 4.25-to-1. In addition, so long as the senior secured net leverage ratio does not exceed ~~4.25 to 1.0,~~4.25-to-1.0, 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 retained in cash and cash equivalents is consistent with our short-term cash needs and investment objectives. We may be required to make additional principal payments on the Senior Secured Term ~~Loan B~~Loans B-3 and B-4 based on excess cash flows of the prior year, as defined in the credit agreement. There were no excess cash flows for ~~2016~~2018 and therefore no additional payment was required in ~~2017.~~2019. Additional payments based on excess cash flows could be due in future years. See Part I, Item 1, Note 89 “Debt,” for additional information about our debt.

During the first quarter of 2019, 1.6 million outstanding employee restricted stock units vested and became taxable to the employees. The employees used 0.6 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 1.0 million of the shares and gave TransUnion the remaining 0.6 million shares that we have recorded as treasury stock. We remitted cash equivalent to the $36.8 million vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations.

On February 13, 2018, we announced that our board of directors approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. On February 21, 2019, the board of directors declared a dividend of $0.075 per share to holders of record as of the close of business on March 7, 2019. The total dividend declared was $14.3 million, of which $14.0 million was paid on March 22, 2019, with the remainder due as dividend equivalents to employees who hold restricted stock units when and if those units vest.

On February 13, 2017, our board of directors authorized the repurchase of up to ~~$300~~$300.0 million of ~~our~~common stock over the next three years. ~~Repurchases~~On February 8, 2018, our board of directors removed the three-year time limitation. Prior to the second quarter of 2018, 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 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 byin Rule 10b-18 of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”),~~ and other applicable legal requirements.

~~The Company has~~We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.

On ~~February 22, 2017, the Company purchased 1.85~~June 19, 2018, we borrowed an additional $800.0 million ~~shares of common stock for~~against our Senior Secured Term Loan A-2 and $600.0 million against a ~~total of $68.3 million from the underwriters of a secondary offering of shares of TransUnion common stock by certain~~new tranche 4 of our ~~stockholders.~~Senior Secured Term Loan B (“Senior Secured Term Loan B-4”) to fund the acquisition of Callcredit. On ~~May 2, 2017, the Company purchased~~June 29, 2018, we borrowed an additional ~~1.65~~$400.0 million ~~shares of common stock for a total of $65.2 million from the underwriters of a secondary offering of shares of TransUnion common stock by certain~~ of our ~~stockholders. See “Recent Developments” above for additional information.~~Senior Secured Term Loan B-4 to fund another acquisition and to repay a portion of our Senior Secured Revolving Line of Credit. These new borrowings have increased our future scheduled loan repayments and interest expense compared with the first quarter of 2018.

Sources and Uses of Cash


	Nine Months Ended September 30,									Three Months Ended March 31,
(in millions)	2017			2016			Change			2019			2018			Change
Cash provided by operating activities	$	348.9		$	276.1		$	72.8
Cash used in investing activities	(149.2		)	(441.8		)	292.6
Cash (used in) provided by financing activities	(129.1		)	168.3			(297.4		)
Cash provided by operating activities of continuing operations										$	126.2		$	101.0		$	25.2
Cash used in investing activities of continuing operations										(50.9		)	(30.5		)	(20.4		)
Cash used in financing activities										(59.9		)	(32.5		)	(27.4		)
Cash used in discontinued operations										(2.4		)	—			(2.4		)
Effect of exchange rate changes on cash and cash equivalents	0.5			2.1			(1.6		)	0.5			0.5			—
Net change in cash and cash equivalents	$	71.1		$	4.7		$	66.4		$	13.5		$	38.5		$	(25.0	)

Operating Activities

The increase in cash provided by operating activities of continuing operations was due primarily to the increase in operating income excluding depreciation and amortization, ~~and non-cash items.~~partially offset by an increase in interest expense resulting from the increase in outstanding debt due to our 2018 acquisitions.

Investing Activities

The ~~decrease~~increase in cash used in investing activities was due primarily to ~~a decrease in cash used to fund acquisitions and~~ an increase in ~~net proceeds from the sale of other investments in the 2017 period compared with the 2016 period.~~capital expenditures.

Financing Activities

The ~~change~~increase in cash used in financing activities ~~cash flows was~~is due primarily to ~~lower proceeds from borrowings in~~cash used to pay employee withholding taxes on restricted stock that vested during the ~~2017 period compared with the 2016 period~~first quarter of 2019 that we have recorded as treasury stock and cash used ~~for treasury stock purchases~~to pay dividends in the ~~2017 period.~~first quarter of 2019, partially offset by a repayment toward our outstanding senior secured revolving line of credit in 2018.

Capital Expenditures

We make capital expenditures to grow our business by developing new and enhanced capabilities, to increase the effectiveness and efficiency of the organization and to reduce risks. We make capital expenditures for product development, disaster recovery, security enhancements, regulatory compliance, and the replacement and upgrade of existing equipment at the end of its useful life.

Cash paid for capital expenditures increased ~~$5.5~~$15.0 million, from ~~$85.5~~$26.9 million for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, to ~~$91.0~~$41.9 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2019.

Debt

Senior Secured Credit Facility

On June 15, 2010, we entered into a senior secured credit facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan A,A-2, the Senior Secured Term Loan BB-3, Senior Secured Term Loan B-4, and the Senior Secured Revolving Line of Credit.

~~On August 9, 2017, we refinanced and amended certain provisions of our senior secured credit facility. Amendments to~~During the Senior Secured Term Loan B included a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0 million, and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Line of Credit included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, a reduction in the annual commitment fee on the unused borrowings, and an increase in the commitment amount to $300.0 million. Other key provisions include changes in incremental borrowing limits and a reduction in the financial covenant test not to exceed a senior secured net leverage ratio of 5.5-to-1. The refinancing resulted in $5.6 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income in the thirdsecond quarter of ~~2017.~~

~~On January 31, 2017,~~2018, we ~~refinanced and amended certain provisions of~~borrowed additional funds under our Senior Secured Term Loan ~~B. The refinancing resulted in $5.0 million~~A-2 and B-4 to fund the purchase of ~~refinancing fees~~Callcredit, iovation and ~~other net costs expensed and recorded in other income and expense in the consolidated statements~~HPS as discussed above.

Hedge

On December 17, 2018, we entered into interest rate swap agreements with various counterparties that effectively fixed our LIBOR exposure on a portion of ~~income in the first quarter of 2017.~~

During the quarter, we repaid $45.0 million which was the remaining outstanding borrowing on the Senior Secured Revolving Line of Credit. As of September 30, 2017, we could have borrowed up to the entire $300.0 million available. Also, we have the ability to borrow incrementalour existing senior secured term loans or ~~increase~~similar replacement debt at approximately 2.647% to 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,445.0 million, decreasing each quarter until the revolving credit commitments in one or more tranches, subject to certain additional conditions, up to the greater of an additional $675.0 million and 100% of Consolidated EBITDA, or such amount that the senior secured net leverage ratio does not exceed 4.25-to-1.0, whichever is greater, under the senior secured credit facility, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.

~~Hedge~~second agreement terminates on December 30, 2022.

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 three and nine months ended September 30, 2017 was $0.8 million and $3.3 million, respectively. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the three and nine months ended September 30, 2016 was $0.5 million in each period. We expect to reclassify approximately $3.9 million from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring and payments received to the extent LIBOR exceeds 0.75% in the next twelve months.

Effect of Certain Debt Covenants

A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the ~~senior secured revolving line~~Senior Secured Revolving Line of ~~credit~~Credit and could result in a default under the senior secured credit facility. Upon the occurrence of an event of default under the senior secured credit facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.

With certain exceptions, the senior secured credit facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The senior secured credit facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed ~~5.5 to 1~~5.5-to-1 at any such test date. TransUnion may make dividend payments up to an unlimited amount under the terms of the senior secured credit facility provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of ~~September 30, 2017,~~March 31, 2019, we were in compliance with all debt covenants.

~~TransUnion’s~~Our ability to meet ~~its~~our liquidity needs or to pay dividends on ~~its~~our common stock depends on ~~its~~our subsidiaries’ earnings, the terms of ~~their~~our 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 Holdings, Inc.’s consolidated net income.

For additional information about our debt and hedge, see Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 8,9, “Debt.”

Recent Accounting Pronouncements

See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” and Note 10, “Leases,” for information about recent accounting pronouncements and the ~~potential~~ impact on our consolidated financial statements.

Application of Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles. These accounting principles require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. Although we believe that our estimates and judgments are reasonable, they are based on information available at the time, and actual results may differ significantly from these estimates under different conditions. See the “Application of Critical Accounting Estimates” section in ~~Management’s~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations” and

Note 1, “Significant Accounting and Reporting Policies,” to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, filed with the SEC on February ~~15, 2017,~~14, 2019, for a description of the significant accounting estimates used in the preparation of our consolidated financial statements.

Cautionary Notice Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of ~~federal securities laws.~~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 ~~quarterly~~ 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,” ~~and~~or the negatives of these words and other similar expressions.

~~Although we believe~~Factors 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 ~~expressed~~described in the forward-looking statements. Factors that could materially affect our financial results or such forward-looking statements ~~include among others, the risks, uncertainties and factors set forth below under Item 1A, “Risk Factors,” and the following factors:~~include:

macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets;

our ability to provide competitive services and prices;

our ability to retain or renew existing agreements with large or long-term customers;

our ability to maintain the security and integrity of our data;

our ability to deliver services timely without interruption;

our ability to maintain our access to data sources;

government regulation and changes in the regulatory environment;

litigation or regulatory proceedings;

regulatory oversight of ~~certain~~ “critical ~~activities;”~~activities”;

our ability to effectively manage our costs;

economic and political stability in the United States and international markets where we operate;

our ability to effectively develop and maintain strategic alliances and joint ventures;

our ability to timely develop new services and the market’s willingness to adopt our new services;

our ability to manage and expand our operations and keep up with rapidly changing technologies;

our ability to make acquisitions and successfully integrate the operations of acquired ~~businesses;~~businesses 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;

~~property;~~

our ability to defend our intellectual property from infringement claims by third parties;

the ability of our outside service providers and key vendors to fulfill their obligations to us;

further consolidation in our end-customer markets;

the increased availability of free or inexpensive consumer information;

losses against which we do not insure;

our ability to make timely payments of principal and interest on our indebtedness;

our ability to satisfy covenants in the agreements governing our indebtedness;

our ability to maintain our liquidity;

share repurchase plans; and

our reliance on key management personnel.

There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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 or to reflect the occurrence of unanticipated events.~~report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We operate internationally and are subject to various market risks, including those caused by potentially adverse movements in foreign currency exchange rates. Due to our acquisition of Callcredit during the second quarter 2018, we now have exposure to British pounds sterling in addition to other foreign currencies. We also have a significant amount of variable rate debt and funds invested in interest bearing accounts. As of March 31, 2019, our weighted-average interest rate on our variable rate debt is 4.43%, compared with 4.45% at December 31, 2018. This decrease is primarily due to the decrease in LIBOR during the past three months

There have been no other material changes from the quantitative and qualitative disclosures about market risk included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

ITEM 4. 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 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 effective at a reasonable assurance level.

Changes in Internal Controls ~~Over~~over Financial Reporting

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

PART II. OTHER INFORMATION

ITEM 1. 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.

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, 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. 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.

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.

~~The following discussion describes material developments in previously disclosed material legal proceedings that occurred in the three months ended September 30, 2017.~~ Refer to Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2016, Part II, Item 1 of our Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017, and Part II, Item 1 of our Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2017,2018, for a full description of our material pending legal proceedings.

~~Consumer Disclosure~~

~~On August 2, 2017, without admitting any wrongdoing, we agreed to the terms of a settlement of the~~ ~~Henderson~~ matter, and the parties filed a stipulation with the Court dismissing all of plaintiffs’ claims. The settlement has not had and will not have a material impact on our financial condition or results of operations.

~~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. In the third quarter of 2017, we agreed to settle the ~~Morris~~, ~~Andree~~ ~~and~~ ~~Candace Anderson~~ matters on terms that have not had and will not have a material impact on our financial condition or results of operations. New matters in the third quarter that name TransUnion, allege a legal violation of this nature and assert a class claim are: ~~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);~~ ~~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);~~ ~~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);~~ ~~Wendy Newcomb v. Trans Union LLC~~ ~~(No. 1:17-cv-11797, United States District Court, District of Massachusetts, filed September 19, 2017); and~~ ~~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).~~

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

ITEM 1A. RISK FACTORS

In addition to the other information included in this report, you should carefully consider the factors discussed in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, as well as the factors identified under “Cautionary Statement Regarding Forward-Looking Statements” at the end of Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, and this Quarterly Report on Form 10-Q are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Recent Sales of Unregistered Securities

Not applicable.

(b) Use of Proceeds

Not applicable.

(in millions, except share and per share data)
Period

(a) Total Number of
Shares Purchased

(b) Average Price
Paid Per Share

(c) Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under
the Plans or Programs⁽¹⁾
July 1 to July 31 —
$ —
—
$ 166.6
August 1 to August 31 —
—
—
$ 166.6
September 1 to September 30 —
—
—
$ 166.6
Total —
$ —
—



	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value, in millions, of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
January 1 to January 31	1,795	$	60.37	—	$	166.6
February 1 to February 28	585,923	63.05		—	$	166.6
March 1 to March 31	351	64.85		—	$	166.6
Total	588,069	$	63.04	—

Shares shown in column (a) above consist of shares that were repurchased from employees for withholding taxes on options exercised and restricted stock units vesting pursuant to the terms of the Company's equity compensation plans and net settled.

(1) On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of common stock over the next three years. On February 8, 2018, our board of directors removed the three-year time limitation. Prior to the ~~third~~second quarter of ~~2017,~~2018, 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 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.

ITEM 6. EXHIBITS



10.1**		~~Amendment No. 13 to Credit Agreement dated as of August 9, 2017.~~

31.1**		TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**		TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		XBRL Instance Document.

101.SCH**		XBRL Taxonomy Extension Schema Document.

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

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

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

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

** Filed or furnished herewith.



**	~~Filed or furnished herewith.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	TransUnion

~~October 27, 2017~~April 23, 2019	By	/s/ Todd M. Cello
		Todd M. Cello
		Executive Vice President, Chief Financial Officer

~~October 27, 2017~~April 23, 2019	By	/s/ Timothy Elberfeld
		Timothy Elberfeld
		Vice President, Chief Accounting Officer
		(Principal Accounting Officer)

~~INDEX TO EXHIBITS~~



10.1**		~~Amendment No. 13 to Credit Agreement dated as of August 9, 2017.~~

31.1**		~~TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

31.2**		~~TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

32**		~~TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

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

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

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

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

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

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



**	~~Filed or furnished herewith.~~



	Page
PART I. FINANCIAL INFORMATION	3
ITEM 1. UNAUDITED FINANCIAL STATEMENTS	3
Consolidated Balance Sheets	3
Consolidated Statements of Income	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Cash Flows	6
Consolidated Statement of Stockholders’ Equity	7
Notes to Unaudited Consolidated Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2025
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3539
ITEM 4. CONTROLS AND PROCEDURES	3539
PART II. OTHER INFORMATION	3640
ITEM 1. LEGAL PROCEEDINGS	3640
ITEM 1A. RISK FACTORS	3740
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3740
ITEM 6. EXHIBITS	3841
SIGNATURES	39
~~INDEX TO EXHIBITS~~	4042