Table of Contents

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, 2017March 31, 2021
- 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
Delaware
61-1678417
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification Number)
 
555 West Adams, Chicago, ILChicago,Illinois60661
(Address of principal executive offices)(Zip code)
312-985-2000
(Registrants’ telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTRUNew York Stock Exchange
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  ¨
Yes☐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).
☒
Yesx    No  ¨
☐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:

Table of Contents
☒Large accelerated filerAccelerated Filer☐xAccelerated filer¨Filer
☐Non-Accelerated Filer☐Smaller Reporting Company
Non-accelerated filer¨☐Smaller reporting company¨
Emerging growth company¨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
☒No
As of September 30, 2017,March 31, 2021, there were 182.4191.3 million shares of TransUnion common stock outstanding.








Table of Contents
TRANSUNION
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30,2017MARCH 31, 2021
TABLE OF CONTENTS
 
Page
34
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
34
Consolidated Balance Sheets
34
Consolidated Statements of Income
45
Consolidated Statements of Comprehensive Income (Loss)
56
Consolidated Statements of Cash Flows
67
Consolidated StatementStatements of Stockholders’ Equity
78
Notes to Unaudited Consolidated Financial Statements
89
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2023
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
3539
ITEM 4. CONTROLS AND PROCEDURES
3539
3641
ITEM 1. LEGAL PROCEEDINGS
3641
ITEM 1A. RISK FACTORS
3741
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
3741
ITEM 6. EXHIBITS
3842
3943
INDEX TO EXHIBITS
40

3
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)

September 30,
2017		 December 31,
2016
Unaudited  March 31,
2021		December 31,
2020
Assets   Assets
Current assets:   Current assets:
Cash and cash equivalents$253.3
 $182.2
Cash and cash equivalents$433.0 $493.0 
Trade accounts receivable, net of allowance of $7.2 and $6.2318.9
 277.9
Trade accounts receivable, net of allowance of $26.9 and $26.6Trade accounts receivable, net of allowance of $26.9 and $26.6488.1 453.7 
Other current assets116.8
 89.9
Other current assets202.3 159.5 
Total current assets689.0
 550.0
Total current assets1,123.4 1,106.2 
Property, plant and equipment, net of accumulated depreciation and amortization of $284.8 and $235.6182.6
 197.5
Goodwill, net2,205.9
 2,173.9
Other intangibles, net of accumulated amortization of $942.1 and $815.81,689.0
 1,762.3
Property, plant and equipment, net of accumulated depreciation and amortization of $582.4 and $548.9Property, plant and equipment, net of accumulated depreciation and amortization of $582.4 and $548.9215.0 223.2 
GoodwillGoodwill3,454.8 3,461.5 
Other intangibles, net of accumulated amortization of $1,799.8 and $1,752.2Other intangibles, net of accumulated amortization of $1,799.8 and $1,752.22,242.7 2,284.6 
Other assets116.0
 97.5
Other assets251.7 236.1 
Total assets$4,882.5
 $4,781.2
Total assets$7,287.6 $7,311.6 
Liabilities and stockholders’ equity  
Liabilities and stockholders’ equity
Current liabilities:  
Current liabilities:
Trade accounts payable$128.5
 $114.2
Trade accounts payable$203.5 $193.2 
Short-term debt and current portion of long-term debt34.4
 50.4
Short-term debt and current portion of long-term debt62.7 55.5 
Other current liabilities212.4
 208.7
Other current liabilities364.0 415.8 
Total current liabilities375.3
 373.3
Total current liabilities630.2 664.5 
Long-term debt2,352.1
 2,325.2
Long-term debt3,293.3 3,398.7 
Deferred taxes571.1
 579.0
Deferred taxes407.8 396.8 
Other liabilities29.3
 30.7
Other liabilities193.2 215.5 
Total liabilities3,327.8
 3,308.2
Total liabilities4,524.5 4,675.5 
Stockholders’ equity:  
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, respectively1.9
 1.8
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2021 and December 31, 2020, 196.8 million and 195.7 million shares issued at March 31, 2021 and December 31, 2020, respectively, and 191.3 million shares and 190.5 million shares outstanding as of March 31, 2021 and December 31, 2020, respectivelyCommon stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2021 and December 31, 2020, 196.8 million and 195.7 million shares issued at March 31, 2021 and December 31, 2020, respectively, and 191.3 million shares and 190.5 million shares outstanding as of March 31, 2021 and December 31, 2020, respectively2.0 2.0 
Additional paid-in capital1,848.7
 1,844.9
Additional paid-in capital2,116.8 2,088.1 
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; 5.5 million and 5.2 million shares at March 31, 2021 and December 31, 2020, respectivelyTreasury stock at cost; 5.5 million and 5.2 million shares at March 31, 2021 and December 31, 2020, respectively(243.8)(215.2)
Retained earningsRetained earnings1,050.8 937.4 
Accumulated other comprehensive loss(147.9) (174.8)Accumulated other comprehensive loss(260.3)(272.1)
Total TransUnion stockholders’ equity1,456.1
 1,362.8
Total TransUnion stockholders’ equity2,665.5 2,540.2 
Noncontrolling interests98.6
 110.2
Noncontrolling interests97.6 95.9 
Total stockholders’ equity1,554.7
 1,473.0
Total stockholders’ equity2,763.1 2,636.1 
Total liabilities and stockholders’ equity$4,882.5
 $4,781.2
Total liabilities and stockholders’ equity$7,287.6 $7,311.6 
See accompanying notes to unaudited consolidated financial statements.

4
Table of Contents
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 20212020
Revenue$498.0
 $437.6

$1,427.7

$1,269.0
Revenue$745.3 $687.6 
Operating expenses
 




Operating expenses
Cost of services (exclusive of depreciation and amortization below)169.3
 141.5

472.3

434.4
Cost of services (exclusive of depreciation and amortization below)243.2 225.1 
Selling, general and administrative142.2
 137.1

436.0

413.7
Selling, general and administrative227.2 235.4 
Depreciation and amortization59.9
 63.2

176.2

209.6
Depreciation and amortization94.3 90.3 
Total operating expenses371.4
 341.8

1,084.5

1,057.7
Total operating expenses564.6 550.8 
Operating income126.6
 95.8

343.2

211.3
Operating income180.7 136.8 
Non-operating income and (expense)
 




Non-operating income and (expense)
Interest expense(21.7) (21.4)
(65.8)
(63.1)Interest expense(25.8)(37.7)
Interest income1.5
 1.2

4.2

3.2
Interest income0.7 1.9 
Earnings from equity method investments2.6
 2.3

6.3

6.2
Earnings from equity method investments3.0 2.6 
Other income and (expense), net(4.8) (2.2)
(15.6)
(19.2)Other income and (expense), net(0.4)(7.0)
Total non-operating income and (expense)(22.4) (20.1)
(70.9)
(72.9)Total non-operating income and (expense)(22.5)(40.2)
Income before income taxes104.2
 75.7

272.3

138.4
Income before income taxes158.2 96.6 
Provision for income taxes(32.3) (31.2)
(68.7)
(59.6)Provision for income taxes(27.5)(22.3)
Net income71.9
 44.5

203.6

78.8
Net income130.6 74.3 
Less: net income attributable to the noncontrolling interests(3.1) (3.3)
(7.6)
(7.8)
Less: net (income) loss attributable to the noncontrolling interestsLess: net (income) loss attributable to the noncontrolling interests(2.7)(4.1)
Net income attributable to TransUnion$68.8

$41.2

$196.0

$71.0
Net income attributable to TransUnion$127.9 $70.2 



 







Earnings per share:

 







Weighted-average shares outstanding:Weighted-average shares outstanding:
Basic$0.38
 $0.23

$1.08

$0.39
Basic190.9 189.2 
Diluted$0.36
 $0.22

$1.03

$0.39
Diluted192.5 192.2 



 







Weighted average shares outstanding:

 







Earnings Per Share:Earnings Per Share:
Basic182.2
 182.7

182.3

182.5
Basic$0.67 $0.37 
Diluted189.2
 184.8

189.8

184.4
Diluted$0.66 $0.37 
See accompanying notes to unaudited consolidated financial statements.

5

Table of Contents
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in millions)
 
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Net income$71.9
 $44.5
 $203.6
 $78.8
Other comprehensive income:       
         Foreign currency translation:       
               Foreign currency translation adjustment1.8
 19.5
 28.2
 49.6
               (Expense) benefit for income taxes(0.2) (1.7) (0.6) 1.4
         Foreign currency translation, net1.6
 17.8
 27.6
 51.0
         Hedge instruments:       
               Net unrealized gain (loss)0.8
 (0.1) 0.7
 (35.0)
               Amortization of accumulated loss0.1
 0.1
 0.3
 0.3
               (Expense) benefit for income taxes(0.4) 0.4
 (0.4) 13.3
         Hedge instruments, net0.5
 0.4
 0.6
 (21.4)
         Available-for-sale 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 tax2.1
 18.2
 28.1
 29.6
Comprehensive income74.0
 62.7
 231.7
 108.4
Less: comprehensive income attributable to noncontrolling interests(2.0) (5.6) (8.8) (14.5)
Comprehensive income attributable to TransUnion$72.0
 $57.1
 $222.9
 $93.9
Three Months Ended 
 March 31,
 20212020
Net income$130.6 $74.3 
Other comprehensive income (loss):
         Foreign currency translation:
               Foreign currency translation adjustment(10.9)(183.0)
               Benefit for income taxes0.3 0.4 
         Foreign currency translation, net(10.6)(182.6)
         Hedge instruments:
               Net change on interest rate cap0 (0.5)
               Net change on interest rate swap28.3 (46.9)
               Benefit (expense) for income taxes(7.0)11.7 
         Hedge instruments, net21.3 (35.7)
Total other comprehensive income (loss), net of tax10.7 (218.3)
Comprehensive income141.3 (144.0)
Less: comprehensive income attributable to noncontrolling interests(1.7)(2.4)
Comprehensive income (loss) attributable to TransUnion$139.6 $(146.4)
See accompanying notes to unaudited consolidated financial statements.



6
Table of Contents
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Nine Months Ended 
 September 30,		Three Months Ended March 31,
2017
201620212020
Cash flows from operating activities:


Cash flows from operating activities:
Net income$203.6

$78.8
Net income$130.6 $74.3 
Adjustments to reconcile net income to net cash provided by operating activities:


Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization176.2

209.6
Depreciation and amortization94.3 90.3 
Loss on refinancing transaction10.5

—
Amortization and loss on fair value of hedge instrument0.5

1.2
Equity in net income of affiliates, net of dividends(5.5)
(0.1)
Net gain on investments in affiliated companies and assets of businesses held for saleNet gain on investments in affiliated companies and assets of businesses held for sale(0.5)(1.8)
Deferred taxes(14.1)
(13.3)Deferred taxes4.0 (0.6)
Amortization of discount and deferred financing fees2.0

2.4
Stock-based compensation23.1

14.6
Stock-based compensation17.9 4.9 
Provision for losses on trade accounts receivable3.3

3.3
Provision for losses on trade accounts receivable1.1 6.2 
Other(2.1)
(1.4)Other0.5 1.3 
Changes in assets and liabilities:


Changes in assets and liabilities:
Trade accounts receivable(40.1)
(34.2)Trade accounts receivable(35.3)(40.6)
Other current and long-term assets(37.8)
(5.8)Other current and long-term assets(23.4)(0.5)
Trade accounts payable10.2

(1.5)Trade accounts payable7.2 12.3 
Other current and long-term liabilities19.1

22.5
Other current and long-term liabilities(51.6)(20.3)
Cash provided by operating activities348.9

276.1
Cash provided by operating activities144.8 125.5 
Cash flows from investing activities:


Cash flows from investing activities:
Capital expenditures(91.0)
(85.5)Capital expenditures(43.2)(42.0)
Proceeds from sale of trading securities2.5

0.9
Purchases of trading securities(1.6)
(1.3)
Proceeds from sale of other investments54.4

31.0
Proceeds from sale/maturities of other investmentsProceeds from sale/maturities of other investments1.5 19.4 
Purchases of other investments(42.1)
(31.7)Purchases of other investments(19.8)(0.2)
Acquisitions and purchases of noncontrolling interests, net of cash acquired(70.7)
(345.5)
Acquisition-related deposits(1.0)
(6.2)
Purchases of convertible notes and investments in nonconsolidated affiliatesPurchases of convertible notes and investments in nonconsolidated affiliates(10.0)(5.2)
Other0.3

(3.5)Other(0.4)2.5 
Cash used in investing activities(149.2)
(441.8)Cash used in investing activities(71.9)(25.5)
Cash flows from financing activities:


Cash flows from financing activities:
Proceeds from senior secured term loan B—

150.0
Proceeds from senior secured term loan A33.4

55.0
Proceeds from senior secured revolving line of credit105.0

145.0
Payments of senior secured revolving line of credit(105.0)
(145.0)
Repayments of debt(25.0)
(38.0)Repayments of debt(99.6)(13.8)
Debt financing fees(12.6)
(3.7)
Proceeds from issuance of common stock and exercise of stock options22.1

4.7
Proceeds from issuance of common stock and exercise of stock options10.1 10.9 
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 shareholdersDividends to shareholders(15.0)(14.7)
Employee taxes paid on restricted stock units recorded as treasury stockEmployee taxes paid on restricted stock units recorded as treasury stock(27.7)(32.1)
Cash used in financing activitiesCash used in financing activities(132.2)(49.7)
Effect of exchange rate changes on cash and cash equivalents0.5

2.1
Effect of exchange rate changes on cash and cash equivalents(0.7)(18.7)
Net change in cash and cash equivalents71.1

4.7
Net change in cash and cash equivalents(60.0)31.6 
Cash and cash equivalents, beginning of period182.2

133.2
Cash and cash equivalents, beginning of period493.0 274.1 
Cash and cash equivalents, end of period$253.3

$137.9
Cash and cash equivalents, end of period$433.0 $305.7 
See accompanying notes to unaudited consolidated financial statements.

7
Table of Contents
TRANSUNION AND SUBSIDIARIES
Consolidated StatementStatements of Stockholders’ Equity (Unaudited)
(in millions)
 Common StockPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
SharesAmount
Balance, December 31, 2019188.7 $1.9 $2,022.3 $(179.2)$652.0 $(251.6)$94.0 $2,339.4 
Net income— — — — 70.2 — 4.1 74.3 
Other comprehensive income— — — — — (216.6)(1.7)(218.3)
Stock-based compensation— — 4.1 — — — — 4.1 
Employee share purchase plan0.1 0 8.9 — — — — 8.9 
Exercise of stock options0.4 0 2.8 — — — — 2.8 
Vesting of restricted stock units0.9 0 — — — — — 0 
Treasury stock purchased(0.3)— — (32.6)— — — (32.6)
Dividends to shareholders— — — — (14.4)— — (14.4)
Other— — — — (0.1)— 0.1 0 
Balance, March 31, 2020189.8 $1.9 $2,038.1 $(211.8)$707.7 $(468.2)$96.5 $2,164.2 
  Common Stock 
Paid-In
Capital
 
Treasury
Stock
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interests
 Total
  Shares Amount      
Balance December 31, 2016 183.2
 $1.8
 $1,844.9
 $(5.3) $(303.8) $(174.8) $110.2
 $1,473.0
Net income —
 —
 —
 —
 196.0
 —
 7.6
 203.6
Other comprehensive income —
 —
 —
 —
 —
 26.9
 1.2
 28.1
Distributions to noncontrolling
interest
 —
 —
 —
 —
 —
 —
 (3.1) (3.1)
Stock-based compensation —
 —
 22.0
 —
 —
 —
 —
 22.0
Employee share purchase plan 0.2
 —
 7.5
 —
 —
 —
 —
 7.5
Exercise of stock options 2.5
 0.1
 15.7
 —
 —
 —
 —
 15.8
Treasury stock purchased (3.5) —
 —
 (133.5) —
 —
 —
 (133.5)
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

 Common StockPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
SharesAmount
Balance, December 31, 2020190.5 $2.0 $2,088.1 $(215.2)$937.4 $(272.1)$95.9 $2,636.1 
Net income— — — — 127.9 — 2.7 130.6 
Other comprehensive income— — — — — 11.7 (1.0)10.7 
Stock-based compensation— — 17.0 — — — — 17.0 
Employee share purchase plan0.1 0 10.7 — — — — 10.7 
Exercise of stock options0.1 0 1.0 — — — — 1.0 
Vesting of restricted stock units0.9 0 — — — — — 0 
Treasury stock purchased(0.3)— — (28.5)— — — (28.5)
Dividends to shareholders— — — — (14.5)— — (14.5)
Balance, March 31, 2021191.3 $2.0 $2,116.8 $(243.8)$1,050.8 $(260.3)$97.6 $2,763.1 
See accompanying notes to unaudited consolidated financial statements.

8

Table of Contents
TRANSUNION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
1. Significant Accounting and Reporting Policies
Basis of Presentation
Any reference in this report to “the Company,” “we,” “our,” “us,” and “its’” are to TransUnion and its consolidated subsidiaries, collectively.
The accompanying unaudited consolidated financial statementsCondensed Consolidated Financial Statements of TransUnion and subsidiaries have been prepared in accordance with U.S.instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted accounting principlesin the United States of America (“U.S. GAAP”) for interimcomplete financial information.statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentationstatement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. 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. These2021. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, 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, 2016,2020, filed with the Securities and Exchange Commission (“SEC”) on February 15, 2017.16, 2021.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc..
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. Nonmarketable investmentsInvestments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for usingat our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the cost method and periodically reviewed for impairment.
Subsequent Events
Events and transactions occurring through the date of issuanceidentical or a similar investment of the same issuer.
Use of Estimates
The preparation of consolidated financial statements have been evaluated byand related disclosures in accordance with GAAP requires management to make estimates and when appropriate, recognized or disclosedjudgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
Impact of coronavirus (“COVID-19”) On Our Financial Statements
Beginning in the middle of March 2020, the COVID-19 pandemic, widespread measures implemented to contain its effects, and business and consumer responses to such measures, had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we continue to see improvements in demand for our services to varying degrees in the markets where we operate since the low point in April 2020, including encouraging results in the first quarter of 2021, given the continuously evolving and unpredictable nature of the coronavirus, the impact of COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future.
Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical write-off experience, current conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. Beginning January 1, 2020, we also considered our current expectations of future economic conditions, including the impact of COVID-19, when estimating our allowance for doubtful accounts. As additional information becomes available to us, our future assessment of our allowance for doubtful accounts could materially and adversely impact our consolidated financial statements or notes toin future reporting periods.
9
Table of Contents
The following is a rollforward of the consolidated financial statements.allowance for doubtful accounts for the periods presented:
 Three Months Ended March 31,
20212020
Beginning Balance$26.6 $19.0 
Provision for losses on trade accounts receivable1.1 6.2 
Write-offs, net of recovered accounts(0.8)(2.0)
Ending balance$26.9 $23.2 
Recently Adopted Accounting Pronouncements
On March 30, 2016,December 18, 2019, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation2019-12, Income Taxes (Topic 718)740): Improvements to Employee Share-Based Payment Accounting. Simplifying the Accounting for Income Taxes.This ASU simplifies several aspects ofremoves specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for share-based payment award transactions, includingbasis differences when there are ownership changes in foreign investments; and an exception in interim period income tax consequences, classificationaccounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of awards,income tax-related guidance and classificationsimplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the statementtax basis of cash flows.goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2016,2020, including interim periods therein. The provisions in the new guidance related to income taxes that impacted us were adopted prospectively. As a result ofUpon adoption, 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 bedid not have a material impact on our future income tax expense.consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
On May 28, 2014,January 16, 2020, the FASB issued ASU No. 2014-09, Revenue from Contracts2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Customers (Topic 606). During 2016,Topic 321 immediately before applying or upon discontinuing the FASB issued several additional ASU's related to revenue recognition.equity method. This series of comprehensive guidance will replace all existing revenue recognition guidance and is effectiveamendment also clarifies that, when determining the accounting 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 ofcertain forward contracts and have appliedpurchased options a company should not consider, whether upon settlement or exercise, if 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 thoseunderlying securities would be 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). This ASU, among other things, will require lessees to record a lease liability, which is an obligation to make lease payments arising from a lease, and right-of-use asset, which is an asset that represents the right to use, or control the use of, a specified asset for the lease term, for all long-term leases. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact this guidance will have on our consolidated financial statements.
On June 16, 2016, the FASB issued ASU 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.option. 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, 2017,2020, including interim periods therein. We are currently assessing the impactUpon adoption, 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 thehad no impact this guidance will have on our consolidated financial statements.statements as we had not such transactions at the time of adoption.
10
Table of Contents
2. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2017:
March 31, 2021:
(in millions) Total Level 1 Level 2 Level 3(in millions)TotalLevel 1Level 2Level 3
Assets        Assets
Trading securities $12.6
 $9.6
 $3.0
 $—
Available-for-sale securities 3.2
 —
 3.2
 —
Available-for-sale debt securities (Note 3)Available-for-sale debt securities (Note 3)$3.3 $0 $3.3 $0 
Interest rate swaps (Notes 4 and 8)Interest rate swaps (Notes 4 and 8)4.4 0 4.4 0 
Total $15.8
 $9.6
 $6.2
 $—
Total$7.7 $0 $7.7 $0 
        
Liabilities        Liabilities
Contingent consideration $(1.7) $—
 $—
 $(1.7)
Interest rate caps (0.7) —
 (0.7) —
Interest rate swaps (Notes 7 and 8)Interest rate swaps (Notes 7 and 8)$65.7 $0 $65.7 $0 
Contingent consideration (Note 6)Contingent consideration (Note 6)42.5 0 0 42.5 
Total $(2.4) $—
 $(0.7) $(1.7)Total$108.2 $0 $65.7 $42.5 
Level 1The following table summarizes financial instruments consistmeasured at fair value, on a recurring basis, as 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.December 31, 2020:
(in millions)TotalLevel 1Level 2Level 3
Assets
Available-for-sale debt securities (Note 3)$3.2 $0 $3.2 $0 
Total$3.2 $0 $3.2 $0 
Liabilities
Interest rate swaps (Notes 7 and 8)$89.7 $0 $89.7 $0 
Contingent consideration (Note 6)41.4 0 0 41.4 
Total$131.1 $0 $89.7 $41.4 
Level 2 instruments consist of pooled separate accounts, foreign exchange-traded corporate bonds and interest rate caps. Pooled separate accounts are designated as trading securities valued at net asset values. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants.swaps. Foreign exchange-traded corporate bonds are available-for-

saleavailable-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate capsswaps fair values are determined byusing the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the strike ratefixed rates of the caps in conjunction with the cash payments related to financing the premium of the interest rate caps.swaps. The variable interest rates used in the calculationcalculations of projected receipts on the capsswaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. SeeAs discussed in Note 8, “Debt,” for additional information regardingthere are two tranches of interest rate caps.swaps that we entered into in 2020. As of March 31, 2021, one of those tranches is in an asset position, and the other is in a liability position.
Unrealized gains and losses on trading securities are included in net income, while unrealized gains and losses on available-for-sale securities are included in other comprehensive income. There were no significant realized or unrealized gains or losses on our securities for any of the periods presented.
Level 3 instruments consist ofare contingent consideration obligations related to companies we have acquiredacquire with remaining maximum payouts totaling $15.7 $44.1 million.These obligations are contingent upon meeting certain quantitative or qualitativerevenue performance metrics through 2018March 31, 2021, with a portion of the payout due in 2022, 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’sour expectations includingof the future expected earningsrevenue 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 threefirst quarter of 2021 and nine months ended September 30, 2017,2020, we recorded expenses of $0.4increased this liability by $1.1 million and $0.2$0.3 million, respectively, as a result of changes to the fair value of these obligations.obligations, with an offset to expense. There were no other changes to the contingent consideration obligation for either period.
11
Table of Contents
3. Other Current Assets
Other current assets consisted of the following:
(in millions)March 31, 2021December 31, 2020
Prepaid expenses$115.7 $84.7 
Marketable securities (Note 2)3.3 3.2 
Contract assets (Note 10)1.2 1.8 
Other82.1 69.8 
Total other current assets$202.3 $159.5 
(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)March 31, 2021December 31, 2020
Investments in affiliated companies (Note 5)$139.9 $138.8 
Right-of-use lease assets64.4 65.6 
Interest rate swaps (Notes 2 and 8)4.4 0 
Other43.0 31.7 
Total other assets$251.7 $236.1 
(in millions) September 30, 
 2017		 
December 31,
2016
Investments in affiliated companies $75.8
 $62.6
Other investments 16.7
 9.5
Marketable securities 12.6
 12.4
Deposits 3.3
 9.3
Deferred financing fees 2.1
 1.2
Other 5.5
 2.5
Total other assets $116.0
 $97.5
Other investments include non-negotiable certificates of deposit that are recorded at their carrying value.

5. Investments in Affiliated Companies
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, credit scoring and credit monitoring services.our businesses.
We use the equity method to account for investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.
We use the cost method to account for nonmarketable investments in affiliates whereequity 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 andor sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense.
For all investments, we adjust the carrying value if we determine that an other-than-temporary impairment has occurred. There were no other-than-temporary impairments of investments in affiliated companies during the three and nine months ended September 30, 2017 or 2016.
Investments in affiliated companies consisted of the following:
(in millions) September 30, 
 2017		 
December 31,
2016
Total equity method investments $49.6
 $39.4
Total cost method investments 26.2
 23.2
Total investments in affiliated companies $75.8
 $62.6
(in millions)March 31, 2021December 31, 2020
Equity Method investments$47.0 $46.1 
Cost Method investments92.9 92.7 
Total investments in affiliated companies (Note 4)$139.9 $138.8 
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 other non-operating income and expense, and dividends received from equity method investments consisted of the following:
Three Months Ended 
 March 31,
(in millions)20212020
Earnings from equity method investments (Note 13)$3.0 $2.6 
Dividends received from equity method investments$0.6 $0.6 
12
  Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
(in millions) 2017 2016 2017 2016
Earnings from equity method investments $2.6
 $2.3
 $6.3
 $6.2
Dividends received from equity method investments $0.3
 $0.5
 $0.8
 $6.1
There were no dividends received from cost method investments for the three months ended September 30, 2017 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.
Table of Contents

6. Other Current Liabilities
Other current liabilities consisted of the following:

(in millions) September 30, 
 2017		 
December 31,
2016
Accrued payroll $88.3
 $79.3
Accrued legal and regulatory 46.7
 35.9
Accrued employee benefits 30.3
 31.8
Income taxes payable 18.6
 11.5
Deferred revenue 11.3
 12.0
Contingent consideration 1.2
 16.1
Accrued interest 1.0
 1.3
Other 15.0
 20.8
Total other current liabilities $212.4
 $208.7
(in millions)March 31, 2021December 31, 2020
Accrued payroll and employee benefits$92.6 $149.3 
Deferred revenue (Note 10)92.1 85.5 
Accrued legal and regulatory (Note 14)79.5 76.0 
Contingent consideration (Note 2)38.8 37.8 
Operating lease liabilities14.1 17.9 
Other46.9 49.3 
Total other current liabilities$364.0 $415.8 
Contingent consideration decreased $14.9 million from year endThe decrease in accrued payroll was due primarily due to payments made under various contingent consideration clausesthe payment of contracts we have entered into to acquire businesses. See Note 2, “Fair Value,” for additional information related to these contingent consideration obligations.accrued bonuses during the first quarter of 2021 that were earned in 2020.
7. Other Liabilities
Other liabilities consisted of the following:
(in millions)March 31, 2021December 31, 2020
Interest rate swaps (Notes 2 and 8)$65.7 $89.7 
Operating lease liabilities57.1 54.0 
Unrecognized tax benefits, net of indirect tax effects (Note 12)34.8 34.4 
Deferred revenue (Note 10)1.6 3.0 
Other34.0 34.4 
Total other liabilities$193.2 $215.5 
(in millions) September 30, 
 2017		 
December 31,
2016
Retirement benefits $12.0
 $10.9
Unrecognized tax benefits 7.6
 4.8
Interest rate caps 0.7
 6.1
Contingent consideration 0.5
 1.5
Other 8.5
 7.4
Total other liabilities $29.3
 $30.7
See Note 8, “Debt,” for additional information aboutThe decrease in the interest rate caps.swaps liability was due primarily to changes in the forward LIBOR curve during the period.

8. Debt
Debt outstanding consisted of the following:
(in millions) September 30, 
 2017		 
December 31,
2016
Senior Secured Term Loan B, payable in quarterly installments through April 9, 2023, and periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.24% 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
Other notes payable 10.9
 14.2
Capital lease obligations 1.4
 1.1
Total debt 2,386.5
 2,375.6
Less short-term debt and current portion of long-term debt (34.4) (50.4)
Total long-term debt $2,352.1
 $2,325.2
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)March 31, 2021December 31, 2020
Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.86% at March 31, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.6 million and $8.8 million, respectively, at March 31, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020$2,245.1 $2,335.6 
Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.36% at March 31, 2021, and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.4 million and $1.5 million, respectively, at March 31, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020
1,110.1 1,117.0 
Senior Secured Revolving Credit Facility0 0 
Other notes payable0.5 1.4 
Finance leases0.3 0.2 
Total debt3,356.0 3,454.2 
Less short-term debt and current portion of long-term debt(62.7)(55.5)
Total long-term debt$3,293.3 $3,398.7 
13
(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
Table of Contents
Senior Secured Credit Facility
On June 15, 2010, we entered into a senior secured credit facilitySenior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan A, theB-5, Senior Secured Term Loan B,A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving LineCredit Facility.
For the three months ended March 31, 2021, we prepaid $85.0 million of Credit.
On August 9, 2017, we refinanced and amended certain provisions of our senior secured credit facility. Amendments to the Senior Secured Term Loan B includedB-5, funded from our cash on hand. As a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extensionresult 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 $5.6this prepayment, we expensed $0.5 million of refinancingour unamortized original issue discount and deferred financing fees and other net costs expensed and recorded into other income and expense in the consolidated statementsstatement of income in the third quarterincome.
As of 2017.
On JanuaryMarch 31, 2017,2021, 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 millionhad 0 outstanding balance onunder the Senior Secured Revolving LineCredit Facility and $0.1 million of Credit. Asoutstanding letters of September 30, 2017, wecredit, and could have borrowed up to the entire $300.0remaining $299.9 million available.
TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the greater of an additional $675.0$1,000.0 million and 100% of Consolidated EBITDA for the four quarters preceding such request date, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1.0,4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
With certain exceptions, the senior secured credit facilitySenior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The senior secured credit facilitySenior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such testmeasurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $75 million or 7.5% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2017,March 31, 2021, we were in compliance with all debt covenants.
Interest Rate Hedging
On December 18, 2015,March 10, 2020, we entered into two tranches of interest rate capswap agreements with various counter-partiescounter parties that effectively capfix our LIBOR exposure on a portion of our existing senior secured term loansSenior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,135.0 million that amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,110.0 million that amortizes each quarter after it commences. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 17, 2018, we entered into interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at 0.75% beginning June 30, 2016.2.702% and 2.706%. We have designated these capswap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,491.4$1,405.0 million, and will decreasedecreasing 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 that effectively capped our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt at 0.75% beginning June 30, 2020. In July 2016, we began to pay the various counter-parties a fixed rate2016. These cap agreements expired on the outstanding notional amounts of between 0.98%June 30, 2020, and 0.994% and receive payments to the extent LIBOR exceeds 0.75%.were previously designated as cash flow hedges.
The interest rate caps are recorded on the balance sheet at fair value. The effective portion of changeschange in the fair value of the interest rate cap agreementsour hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income. 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. reclassified to interest expense when the corresponding hedged debt affects earnings.
The effective portion of thenet change in the fair value of the capsswaps resulted in an unrealized gain of $0.5$28.3 million ($21.3 million, net of tax) and $0.4an unrealized loss of $46.9 million ($35.3 million, net of tax,tax) for the three months ended March 31, 2021, and 2020, respectively, recorded in other comprehensive income forincome. Interest expense on the swaps in the 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 $0.2March 31, 2021 and 2020 was $10.2 million and $21.7($7.7 million, net of tax, recorded in other comprehensive income fortax) and $3.7 million ($3.1 million, net of tax), respectively. We currently expect to recognize a loss of approximately $40.3 million as interest expense due to our expectation that LIBOR will exceed the three and nine months ended September 30, 2016, respectively. fixed rates of interest over the next twelve months.
14
Table of Contents
The ineffective portion of thenet change in the fair value of the caps resulted in a recognition into interest expense previously unrealized loss of $0.1$0.5 million and $0.2($0.3 million, net of tax) for the three months ended March 31, 2020, 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 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.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, 2017March 31, 2020, was $0.8expense of $2.1 million and $3.3($1.8 million, respectively. Interest expense reclassified from other comprehensive income to interest expense related to the fair valuenet 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.tax).
Fair Value of Debt
As of September 30, 2017,March 31, 2021 and December 31, 2020 the fair value of our variable-rate Senior Secured Term Loan A,B-5, excluding original issue discounts and deferred fees approximates the carrying value.was approximately $2,244.8 million and $2,351.9 million, respectively. As of September 30, 2017,March 31, 2021 and December 31, 2020, the fair value of our Senior Secured Term Loan B,A-3, excluding original issue discounts and deferred fees, was $1,983.9 million.approximately $1,107.1 million and $1,112.8 million, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, andbased on quoted market prices for the publicly traded instruments.

9. Stockholders’ Equity
Common Stock Dividends
Our board of directors declared a dividend of $0.075 per share on February 24, 2021 to holders of record on March 11, 2021. We paid dividends of $14.3 million on March 26, 2021. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board.
Treasury Stock
On February 22,13, 2017, our board of directors authorized the Company purchased 1.85repurchase of up to $300.0 million shares of common stock for a total of $68.3 million from the underwriters of a secondary offering of shares of our common stock by certainover the next 3 years. Our board of our stockholders. On May 2, 2017,directors removed the Company purchased an additional 1.65three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million shares of common stock for a total of $65.2 million from the underwriters of a secondary offering of shares of our common stock and have the ability to repurchase the remaining $166.5 million.
We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes. While the existing share repurchase program remains authorized by certainthe board of directors, given the uncertainties arising from the COVID-19 pandemic, we do not intend to repurchase additional shares in the short term. We may resume share repurchases in the future at any time, depending upon market conditions, our stockholders.capital needs and other factors.
During the first quarter of 2021 and 2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. During the first quarter of 2021 and 2020, the employees used 0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 0.6 million of the shares and gave TransUnion the remaining 0.3 million shares that we have recorded as treasury stock. During the first quarter of 2021 and 2020, we remitted cash equivalent $27.7 million and $32.1 million, respectively, of the vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations.
Preferred Stock
We haveAs of March 31, 2021 and December 31, 2020, we had 100.0 million shares of preferred stock authorized. Noauthorized, and 0 preferred stock had been issued or was outstandingoutstanding.
15
Table of Contents
10. Revenue
All of our revenue is derived from contracts with customers and is reported as revenue in the consolidated statements of income generally as, or at the point in time, the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with 2 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, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.
Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and adjust any estimates as facts and circumstances evolve.
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.
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. These contracts are not material.
In certain circumstances we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.
Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.
Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of September 30, 2017.March 31, 2021.
As our other contracts with customers generally have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31, 2020, current deferred revenue balance as revenue during 2021. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years.
10.For additional disclosures about the disaggregation of our revenue see Note 13, “Reportable Segments.”
16
Table of Contents
11. Earnings Per Share
Basic earnings per share represents income available to common stockholders divided by the weighted averageweighted-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 threeAs of March 31, 2021 and nine months ended September 30, 2017,March 31, 2020, there were less than 0.10.3 million anti-dilutive stock-based awards outstanding. In addition, there were no contingently issuable stock-basedand 1.3 million contingently-issuable performance-based stock 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 0.1 million anti-dilutive stock-based awards outstanding. In addition, there were 5.9 million contingently issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculationrespectively, because the contingencies had not been met.
Basic and diluted weighted average shares outstanding and earnings per share were as follows:
Three Months Ended 
 March 31,
(in millions, except per share data)20212020
Net income$130.6 $74.3 
Less: net (income) loss attributable to the noncontrolling interests(2.7)(4.1)
Net income (loss) attributable to TransUnion$127.9 $70.2 
Weighted-average shares outstanding:
Basic190.9 189.2 
Dilutive impact of stock based awards1.6 3.0 
Diluted192.5 192.2 
Earnings Per Share:
Basic$0.67 $0.37 
Diluted$0.66 $0.37 
Anti-dilutive weighted stock-based awards outstanding0.3 0.2 
17
  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
Table of Contents

11.12. Income Taxes
For the three months ended September 30, 2017,March 31, 2021, we reported an effective tax rate of 31.0%17.4%, which was lower than the 35%21.0% U.S. federal statutory rate due primarily to the impact$5.8 million of excess tax benefits on stock-based compensation and $5.6 million of discrete tax benefit related to electing the adoption of ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excessGlobal Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 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,year, partially offset by state taxes and other rate impacting items. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an increase of $2.2 million in state tax expense including changes in state tax rates. annual election and is retroactively available.
For the ninethree months ended September 30, 2017,March 31, 2020, we reported an effective tax rate of 25.2%23.1%, which was lowerhigher than the 35%21.0% U.S. federal statutory rate due primarily to the$16.2 million of various foreign, federal and state tax impacts and $2.1 million valuation allowance for foreign tax credit reserves due to decreased foreign source income, partially offset by $16.2 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 totalgross amount of unrecognized tax benefits which excludes indirect tax effects was $7.6$37.7 million as of September 30, 2017,March 31, 2021, and $4.8$36.9 million as of December 31, 2016. These same2020. The amounts that would affect the effective tax rate if recognized. The accruedrecognized are $18.3 million and $18.5 million, respectively. We classify interest payable for taxes was insignificantand penalties as income tax expense in the consolidated statements of income and their associated liabilities as other liabilities in the consolidated balance sheets. Interest and penalties on unrecognized tax benefits were $5.1 million as of September 30, 2017 andMarch 31, 2021, $4.8 million as of December 31, 2016. There was no significant liability for tax penalties as of September 30, 2017 or December 31, 2016.2020. 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, taxTax years 20082009 and forward remain open for examination in some state and foreign jurisdictions, 2015 and tax yearsforward in some state jurisdictions, and 2012 and forward remain open for examination for U.S. federal income tax purposes.



12.13. Reportable Segments
ThisWe have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board 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 net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income).
The segment financial information is reported onbelow aligns with how we report information to our CODM to assess operating performance and how we manage the basis that is used for the internal evaluation of operating performance.business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies,Policies” and Note 10, “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 threeour 3 reportable segments and the Corporate unit, which provides support services to each segment:
U.S. Information ServicesMarkets
The U.S. Information Services (“USIS”)Markets segment provides consumer reports, riskactionable insights and analytics such as credit and other scores, analytical and decisioning servicessolutions capabilities to businesses. These businesses use our services to acquire new customers, assess consumerconsumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery platformsmethods in our USISU.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and business issues.Emerging Verticals:
•Financial Services: The Financial Services vertical consists of our consumer lending, mortgage, auto, and cards and payments lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We
18
Table of Contents
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, Tenant and Employment, Collections, Public Sector, Media, Diversified Markets and other verticals. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer our services to customers in financial services, insurance, healthcare,onboarding and other industries.transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions, and customer retention solutions.
International
The International segment provides services similar to our USISU.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and decisioningsolutions services, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances.finances and take precautions against identity theft.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific.
Consumer Interactive
The Consumer Interactive offerssegment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management.management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.
Corporate
In addition, Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to 1 or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

19
Table of Contents
Selected segment financial information and disaggregated revenue consisted of the following:
 Three Months Ended March 31,
(in millions)20212020
Gross Revenue:
U.S. Markets:
Financial Services$263.1 $230.4 
Emerging Verticals205.0 191.5 
Total U.S. Markets468.1 421.9 
International:
Canada30.4 26.5 
Latin America24.1 24.3 
United Kingdom50.3 48.8 
Africa13.7 14.3 
India34.0 30.8 
Asia Pacific13.8 13.0 
Total International166.3 157.7 
Total Consumer Interactive130.4 126.7 
Total revenue, gross$764.7 $706.3 
Intersegment revenue eliminations:
U.S. Markets$(17.4)$(17.1)
International(1.4)(1.3)
Consumer Interactive(0.5)(0.4)
Total intersegment eliminations(19.4)(18.7)
Total revenue as reported$745.3 $687.6 
As a result of displaying amounts in millions, rounding differences may exist in the tables above and below.
20
Table of Contents
A reconciliation of Segment Adjusted EBITDA to income before taxes for the periods presented is as follows:
Three Months Ended March 31,
(in millions)20212020
U.S. Markets Adjusted EBITDA$198.8 $171.5 
International Adjusted EBITDA71.4 60.2 
Consumer Interactive Adjusted EBITDA58.5 57.4 
Total328.8 289.1 
Adjustments to reconcile to income before income taxes:
Corporate expenses(1)
(28.4)(25.8)
Net interest expense(25.1)(35.8)
Depreciation and amortization(94.3)(90.3)
Stock-based compensation(2)
(16.3)(2.3)
Mergers and acquisitions, divestitures and business optimization(3)
(1.8)(4.3)
Accelerated technology investment(4)
(7.3)(2.5)
Net other(5)
(0.1)(35.7)
Net loss (income) attributable to non-controlling interests2.7 4.1 
Total adjustments(170.6)(192.5)
Income before income taxes$158.2 $96.6 
As a result of displaying amounts in millions, rounding differences may exist in the table above.
(1)Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

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

Selected segment financial information(3)For the three months ended March 31, 2021, consisted of the following:following adjustments: $1.1 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million of acquisition expenses; and a $(0.5) million gain on the sale of a cost method investment.
For the three months ended March 31, 2020, consisted of the following adjustments: a $3.8 million of Callcredit integration costs; $2.1 million of acquisition expenses; a $0.3 million adjustment to contingent consideration expense from previous acquisitions; $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.
  Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
(in millions) 2017 2016 2017 2016
         
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
         
Intersegment revenue eliminations:        
U.S. Information Services $(14.6) $(14.3) $(43.8) $(42.7)
International (1.3) (1.1) (3.5) (3.0)
Consumer Interactive (0.1) —
 (0.1) —
Total intersegment eliminations (16.0) (15.4) (47.4) (45.7)
Total revenues, net $498.0
 $437.6
 $1,427.7
 $1,269.0
         
Operating income:        
U.S. Information Services $82.4
 $63.9
 $238.4
 $135.5
International 19.9
 14.4
 41.5
 27.5
Consumer Interactive 46.5
 41.0
 144.2
 125.1
Corporate (22.3) (23.5) (80.9) (76.8)
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 $—
 $—
 $—
 $—
(4)Represents expenses associated with our accelerated technology investment to migrate to the cloud.
As(5)For the three months ended March 31, 2021, consisted of the following adjustments: $0.1 million of net other which includes deferred loan fees written off as a result of displaying amounts in millions, rounding differences may exist inprepayments on our debt, loan fees, and gain from currency remeasurement of our foreign operations.
For the table above.
A reconciliationthree months ended March 31, 2020, consisted of operating incomethe following adjustments: $30.5 million for certain legal expenses; a $4.9 million loss from currency remeasurement of our foreign operations; and $(0.1) million of net other, which includes fees related to income before income taxes forour new swap agreements, administrative expenses associated with 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
Fraud Incident and a reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility.
Earnings from equity method investments included in non-operating income and expense for the periods presented werewas as follows:
Three Months Ended March 31,
(in millions)20212020
U.S. Markets$0.6 $0.6 
International2.4 1.9 
Total$3.0 $2.6 


21
Table of Contents
  Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
(in millions) 2017 2016 2017 2016
U.S. Information Services $0.7
 $0.5
 $1.5
 $1.5
International 1.9
 1.8
 4.8
 4.7
Total $2.6
 $2.3
 $6.3
 $6.2

13.14. Contingencies
LitigationLegal and Regulatory Matters
We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance.
In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of litigationlegal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of litigationlegal and regulatory matters or the eventual loss, fines penalties or business impact,penalties, if any, that may result.result from such matters. We establish reserves for litigationlegal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters described below, we are not able to reasonably estimate our exposure because damages have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving litigationlegal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. The following discussion describes material developments in previously disclosed materialWe accrue amounts for certain legal proceedingsand regulatory matters for which losses are considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that occurreda loss will occur, however we cannot estimate a range of the potential losses for these matters.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims (threatened or pending) against us in the nine monthscourse 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.
As of March 31, 2021 and December 31, 2020, we have accrued liabilities of $79.5 million and $76.0 million, respectively, for anticipated claims. These amounts are included in other accrued liabilities in the consolidated balance sheets. Litigation expense is included in selling, general and administrative expenses in the consolidated statements of income. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
There are no new material updates to our legal and regulatory disclosures for the quarter ended September 30, 2017. March 31, 2021.
Refer to Part I,II, Item 38, Footnote 20, “Contingencies” 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, 2017,2020, for a full description of our material pending legal proceedings.and regulatory matters at that time.
On June 21, 2017, the jury in Ramirez returned a verdict in favor
22
Table 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.Contents
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, 2016,2020, 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 riskinformation and insights company that strives to make trust possible between businesses and consumers, working to ensure that each person is reliably and safely represented in the marketplace. At TransUnion, we find innovative ways to leverage data and information solutions provider to help businesses and consumers. consumers transact with confidence and achieve great things. We call this Information for Good.
Grounded in our legacy as a credit reporting agency, we have built a robust and accurate database of information for a large portion of the adult population in the markets we serve. We use our data fusion methodology to link and match an increasing set of other disparate data to further enrich our database. We use this enriched data, combined with our expertise, to continuously develop more powerful and useful solutions for our customers, all in accordance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through effective, personalized experiences, and the proactive extension of the right opportunities, tools and offers.
We provide consumer reports, riskactionable insights and analytics such as credit and other 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, insurance,Financial Services, Healthcare, Insurance and healthcare.the other markets we serve. We have a global presence in over 30 countries and territories across North America, Africa, Latin America, Europe, Africa, India, and Asia.Asia Pacific.
Our solutions are based on a foundation of financial, credit, alternative credit, identity, bankruptcy, lien, judgment, healthcare, insurance claims, automotive and other relevant information obtained from approximately 90,000 datathousands of sources including financial institutions, private databases, and public records repositories.repositories, and other data sources. We refine, standardize and enhance this data using sophisticated algorithms to create proprietary databases. Our technology infrastructure allows us to efficiently integrate our data with our analytics and decisioning capabilities to create and deliver innovative solutions to our customers and to quickly adapt to changing customer needs. Our deep analytics expertise, which includesresources, including our people as well asand tools such asdriving predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enablesenable us to provide businesses and consumers to gainwith better insights into their risk and financial data. Our decisioning capabilities, which are generally delivered on a software-as-a-service platform, allow businesses to interpret data and apply their specific qualifying criteria to make decisions and take action with respect to their customers.actions. Collectively, our data, analytics and decisioning capabilities allow businesses to authenticate the identity of consumers, effectively determine the most relevant products for consumers, retain and cross-sell to existing consumers, identify and acquire new consumers and reduce loss from fraud.fraud and data breaches. 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 toand take precautions against identity theft.
Segments
We manage our business and report ourdisaggregated revenue and financial results in three reportable segments: USIS,U.S. Markets, International and Consumer Interactive.
USIS•The U.S. Markets segment provides consumer reports, riskactionable insights and analytics such as credit and other scores, analytical and decisioning servicescapabilities 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,
23
Table of Contents
collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals.
•The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and decisioning services, and other value-added risk management services. We also have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, retail credit, insurance, automotive, collections, public sector, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances and take precautions against identity theft.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.
•The Consumer Interactive segment provides 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 for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.
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.
Factors Affecting Our Results of Operations
The following are certain key factors that have affected, or will affect future results of operations:
Macroeconomic and Industry Trends; Effects of Coronavirus (“COVID-19”) on our Business and Results of Operations
Our revenues can be significantly influenced by general macroeconomic conditions, including the impact of the global COVID-19 pandemic, the availability of credit and capital, interest rates, inflation, employment levels, consumer confidence and housing demand.
The global spread of COVID-19 and actions taken in response to the virus continue to negatively affect workforces, customers, consumer confidence, financial markets, employment rates, consumer spending, credit markets and housing demand, and has caused significant economic, business and social disruptions, volatility and financial uncertainty to various degrees in many of the markets where we operate. In 2020, the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments beginning in the middle of March 2020. However, after reaching a low point in April 2020, we have seen ongoing improvements in demand for our services to varying degrees in the markets where we operate. These improvements in demand continued through the first quarter of 2021 and, in many of the market verticals and regions in which we operate, grew stronger as the quarter progressed. Notwithstanding our encouraging first quarter 2021 results, given the continuously evolving and unpredictable nature of the coronavirus, the impact of COVID-19, including government measures and business and consumer responses to such measures, may have a material and adverse impact on our business in the future.
In the face of these challenges, our primary focus continues to be the health and safety of our associates, our customers, and the wider communities in which we operate. We continue to operate in a work-from-home model in every market we serve, and are assessing our future workspace needs. We also encourage our associates to get vaccinated, when possible, and have implemented flexible policies that enable them to do so. We remain focused on ensuring impacted consumers are aware of resources and relief available to them, and we continue to work directly with our partners across the broader consumer credit ecosystem. These efforts have allowed us to protect our associates and the broader population while continuing to operate our businesses and provide services and solutions to the customers and consumers we serve.
The extent to which COVID-19 impacts our business, operations and our consolidated financial statements is inherently uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration, scope and severity of the pandemic; the effectiveness and adoption of vaccine programs; the impact on worldwide macroeconomic conditions during and after the pandemic, including interest rates, employment rates, consumer confidence, and foreign exchange rates in each of the markets in which we operate; governmental, business and individuals’ actions that have been taken and continue to evolve in response to the pandemic, which could include limitations on and changes to our operations or mandates to provide services; the effect on our customers; changes in customer and consumer demand for our
24
Table of Contents
services; the effect on consumer confidence and spending; our ability to sell and provide our services, including the impact of travel restrictions and people working from home; the ability of our customers to pay for our services on a timely basis or at all; the health of, and the effect on, our workforce; and the potential effects on our internal controls, including those over financial reporting, as a result of changes in working environments for our employees, business partners and suppliers. Each of these factors could cause or contribute to the risks and uncertainties described in Part I, Item 1.A, “Risk Factors” of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2021, and could materially and adversely impact our business, consolidated financial statements and our stock price.
Our revenues are also significantly influenced by industry trends, including the demand for information services in financial services, healthcare, insurance and other industries we serve. Companies are increasingly relying on business analytics and big-data technologies to help process 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 service providers as well as solutions that fully integrate into their workflows. Demand for consumer solutions is rising, with higher consumer awareness of the importance and usage of their credit information, increased risk of identity theft due to data breaches, and more readily available free credit information. The complexity of existing regulations and the emergence of new regulations across both emerging and developed economies globally 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
The following developments impact the comparability of our balance sheets, results of operations and cash flows between years:
In March 2021, we prepaid $85.0 million of our Senior Secured Term Loan B-5, funded from our cash on hand. In December 2020, we prepaid $150.0 million of our Senior Secured Term Loans, funded from our cash on hand.
In 2020, the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments beginning in the middle of March 2020. However, after reaching a low point in April 2020, we have seen ongoing improvements in demand for our services to varying degrees in the markets where we operate. These improvements in demand continued through the first quarter of 2021 and, in many of the market verticals and regions in which we operate, grew stronger as the quarter progressed. Notwithstanding our encouraging first quarter 2021 results, given the continuously evolving and unpredictable nature of the coronavirus, the impact of COVID-19, including government measures and business and consumer responses to such measures, may have a material and adverse impact on our business in the future.
On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter parties that effectively fixes our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. See Part I, Item I, Note 8, “Debt,” for additional information about these swap agreements.
On February 27, 2020, the United States Court of Appeals for the Ninth Circuit affirmed in part and reversed and vacated in part the trial court’s judgment in Ramirez v. Trans Union LLC, reducing the trial court’s punitive damages award from approximately $52 million to approximately $32 million. As a result, in the first quarter of 2020 we recorded $30.5 million of legal expense in selling, general and administrative expenses. We recorded an additional reserve for this matter in the third quarter of 2020. On December 16, 2020, the United States Supreme Court granted the Petition for Certiorari with respect to whether Article III of the United States Constitution or Rule 23 of the Federal Rules of Civil Procedure permit a damages class action where the vast majority of the class suffered no actual injury, let alone an injury anything like what the class representative suffered. Oral arguments were heard on March 30, 2021, and a ruling will be issued by June 30, 2021.
Recent Acquisitions
We selectively evaluate acquisitions as a means to expand our business and international footprint and to enter new markets. Since January 1, 2020, we have completed the following acquisitions, including those that impact the comparability of our results between periods:
•On October 14, 2020, we acquired 100% of the equity of Tru Optik Data Corp (“Tru Optik”). Tru Optik uses its custom audience-building platform to deliver predictive scoring to improve the performance of custom digital marketing campaigns. The results of operations of Tru Optik, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.
25
Table of Contents
•On August 14, 2020, we acquired 100% of the equity of Signal Digital, Inc. (“Signal”). Signal is a digital marketing company that provides tag management, data collection, and onboarding capabilities to customers for activation in the marketing ecosystem. The results of operations of Signal, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.
Key Components of Our Results of Operations
Revenue
The following is a more detailed description of how we derive and report revenue for our three reportable segments:
U.S. Markets
U.S. Markets provides consumer reports, actionable insights and analytics such as credit and other scores, and solutions 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 platformsmethods in our USISU.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for 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, Tenant and Employment, Collections, Public Sector, Media, Diversified Markets and other verticals. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer our services to customers in financial services, insurance, healthcareonboarding and other industries.transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions.
International
The International segment provides services similar to our USISU.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and decisioning services, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances.finances and take precautions against identity theft.

We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.
Consumer Interactive offers
The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management.management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user friendlyuser-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.
In addition, Corporate provides shared services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Factors Affecting Our Results of Operations
The following are certain key factors that affect, or have recently affected, our results of operations:
Macroeconomic and Industry Trends
Our revenues are 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 consumer lending market driven by a strong labor market and consumer confidence that is near an all-time high. Additionally, the mortgage market has benefited from low long-term mortgage rates and a good housing market. We have also seen solid demand for our marketing services, and in our Consumer Interactive segment, strong demand for our credit and identity theft solutions. In addition, the strengthening of foreign currencies in the first nine months of 2017 has improved the operating results reported by our International segment compared with the prior year.
Our revenues are also significantly influenced by industry trends, including the demand for information services in financial services, insurance, healthcare and other industries we serve. Companies are increasingly relying on business analytics and big-data technologies to help process this data in a cost-efficient manner. As customers have gained the ability to rapidly aggregate and analyze data generated by their own activities, they are increasingly expecting access to real-time data and analytics from their information providers as well as solutions that fully integrate into their workflows. As economies in emerging markets continue to develop and mature, we believe there will continue to be favorable socio-economic trends, such as an increase in the size of the middle class and a significant increase in the use of financial services by under-served and under-banked 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, we repaid $45.0 million on our Senior Secured Revolving Line of Credit.
On August 9, 2017, we refinanced and amended certain provisions of our senior secured credit facility. Amendments to the Senior Secured Term Loan B included a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0 million, and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Line of Credit included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, a reduction in the annual commitment fee on the unused borrowings, and an increase in the commitment amount to $300.0 million. Other key provisions include changes in incremental borrowing limits and a reduction in the maximum for the senior secured net leverage ratio test to 5.5-to-1. 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.
During the second quarter of 2017, we repaid $60.0 million on our Senior Secured Revolving Line of Credit.
On August 4, 2017, certain of our stockholders completed a secondary offering of 25.875 million shares of TransUnion common stock, which included the underwriters’ exercise of an option to purchase an additional 3.375 million shares. On 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 a total of $65.2 million from the underwriters. On May 2, 2017, we borrowed $65.0 million under the Senior Secured Revolving Line of Credit to fund this share purchase. The shares purchased by the Company are held in treasury, 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.
On March 21, 2017, we borrowed $40.0 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”)).
On January 31, 2017, we refinanced and amended certain provisions of our Senior Secured Term Loan B. Key provisions of the amendment included a two-year extension of the maturity date from April 2021 to April 2023, a 0.25% reduction in the applicable margin and a reduction in the LIBOR floor to zero from 0.75%. 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.
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, we completed the following acquisitions:
On August 18, 2017, we acquired 100% of the equity of Datalink Services, Inc. (“Datalink”). Datalink’s solutions provide enhanced data that identifies risks associated with an applicant’s driving behavior and provides insurers with a cost-competitive, timely and more detailed offering. The results of operations of Datalink, 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, we acquired 100% of the equity of RTech Healthcare Revenue Technologies, Inc. (“RTech”). RTech uses innovative proprietary technology to help healthcare providers protect revenue and cash. 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, 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, we acquired the remaining 12.5% ownership interest in Drivers History Information Sales, LLC (“DHI”). We no longer record net income attributable to the noncontrolling interests in our consolidated statements of income or redeemable noncontrolling interests on our consolidated balance sheets from the date we acquired the remaining interest.
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.
Key Components of Our Results of Operations
Revenue
We derive our USIS segment revenue from three operating platforms: Online Data Services, Marketing Services and Decision Services. Online Data Services encompass services delivered in real-time using both credit and public record datasets. We also provide online reports that link public record datasets for qualified businesses seeking to locate consumers, specific assets or investigate relationships among consumers, businesses and locations. Collectively, the reports, characteristics and scores, with variations tailored for specific industries, form the basis of Online Data Services. We also provide online services to help businesses manage fraud and authenticate a consumer’s identity when they initiate a new business relationship. Additionally, we provide data to businesses to help them satisfy “know your customer” compliance requirements and to confirm an individual’s identity. Marketing Services help our customers develop marketing lists of prospects via direct mail, web and mobile. Our databases are used by our customers to contact individuals to extend firm offers of credit or insurance. We provide portfolio review services, which are periodic reviews of our customers’ existing accounts, to help our customers develop cross-selling offers to their existing customers and monitor and manage risk in their existing consumer portfolios. We also provide trigger services, which are daily notifications of changes to a consumer profile. Decision Services, our software-as-a-service offerings, includes a number of platforms that help businesses interpret data and predictive model results and apply their customer-specific criteria to facilitate real-time automated decisions at the time of customer interaction. Our customers use Decision Services to evaluate business risks and opportunities, including those associated with new consumer credit and checking accounts, insurance applications, optimizing accounts receivable management and collections, patient registrations and insurance coverages, and apartment rental requests.
We report our International segment revenue in two categories: developed markets and emerging markets. Our developed markets are Canada and Hong Kong. Our emerging markets include Africa, Latin America, Asia Pacific and India.
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 supported by educational content and customer support.
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.
26
Table of Contents
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.

27
Table of Contents
Results of Operations
Key Performance Measures
Management, including our chief operating decision maker (“CODM”), evaluates the financial performance of our businesses based on a variety of key indicators. These indicators include the non-GAAP measureGAAP 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 measure consolidated Adjusted EBITDA. For the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, these key indicators were as follows:
Three Months Ended March 31,
(in millions)20212020$
Change		%
Change
Revenue and Adjusted Revenue:
Consolidated revenue as reported$745.3 $687.6 $57.7 8.4 %
U.S. Markets gross revenue468.1 421.9 46.2 11.0 %
International gross revenue166.3 157.7 8.5 5.4 %
Consumer Interactive gross revenue130.4 126.7 3.6 2.9 %
Adjusted EBITDA(1):
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA(1):
Net income attributable to TransUnion127.9 70.2 57.7 82.2 %
Net interest expense25.1 35.8 (10.6)(29.7)%
Provision for income taxes27.5 22.3 5.3 23.6 %
Depreciation and amortization94.3 90.3 3.9 4.4 %
EBITDA274.8 218.5 56.3 25.8 %
Adjustments to EBITDA:
Stock-based compensation(2)
16.3 2.3 14.0 nm
Mergers and acquisitions, divestitures and business optimization(3)
1.8 4.3 (2.5)(57.8)%
Accelerated technology investment(4)
7.3 2.5 4.8 nm
Net other(5)
0.1 35.7 (35.6)(99.6)%
Total adjustments to EBITDA25.6 44.8 (19.3)(42.9)%
Consolidated Adjusted EBITDA(1)
$300.4 $263.4 $37.0 14.1 %
U.S. Markets Adjusted EBITDA$198.8 $171.5 $27.3 15.9 %
International Adjusted EBITDA71.4 60.2 11.2 18.6 %
Consumer Interactive Adjusted EBITDA58.5 57.4 1.1 2.0 %
Corporate(28.4)(25.8)(2.6)10.0 %
Consolidated Adjusted EBITDA(1)
$300.4 $263.4 $37.0 14.1 %
Other metrics:
Cash provided by operating activities144.8 125.5 $19.3 15.4 %
Capital expenditures(43.2)$(42.0)$(1.2)2.9 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.
(1)We define Adjusted EBITDA as net income (loss) attributable to TransUnion, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income). 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. Adjusted EBITDA is also a measure
28
Table of Contents
  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 %
frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. Our board of directors and executive management team use Adjusted EBITDA as a compensation measure under our incentive compensation plan. 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, 2021 and 2020.
(2)Consisted of stock-based compensation and cash-settled stock-based compensation.
(3)For the three months ended March 31, 2021, consisted of the following adjustments: $1.1 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million of acquisition expenses; and a $(0.5) gain on the sale of a cost method investment.
For the three months ended March 31, 2020, consisted of the following adjustments: $3.8 million of Callcredit integration costs; $2.1 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a ($1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a ($0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.
(4)Represents expenses associated with our accelerated technology investment.
(5)For the three months ended March 31, 2021, consisted of the following adjustments: $0.1 million of net other, which includes deferred loan fees written off as a result of prepayments on our debt, loan fees, and gain from currency remeasurement of our foreign operations.
For the three months ended March 31, 2020, consisted of the following adjustments: $30.5 million for certain legal expenses; a $4.9 million loss from currency remeasurement of our foreign operations; and $0.3 million of net other, which includes loan fees, fees related to our new swap agreement, administrative expenses associated with the Fraud Incident, and a reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility.
29
Table of Contents
Revenue
In the first quarter of 2021, we saw ongoing improvement in demand for our services and our revenue to varying degrees in the markets where we operate compared with the first quarter of 2020. In most of the markets we serve, these improvements grew stronger as the quarter progressed. Beginning in the middle of March 2020, the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. Notwithstanding our encouraging first quarter 2021 results, given the continuously evolving and unpredictable nature of the coronavirus, the impact of COVID-19, including government measures and business and consumer responses to such measures, may have a material and adverse impact on our business in the future.
Revenue increased $57.7 million, or 8.4%, for the three months ended March 31, 2021, compared with the same period in 2020, due primarily to organic growth in all of our segments, revenue from our recent acquisition in the U.S. Markets segment, revenue from new product initiatives, and a 0.6% increase from the impact of strengthening foreign currencies.
Revenue by segment and a more detailed explanation of revenue within each segment are as follows:
 Three Months Ended March 31,
(in millions)20212020$
Change		%
Change
U.S. Markets:
     Financial Services$263.1 $230.4 $32.7 14.2 %
     Emerging Verticals205.0 191.5 13.5 7.1 %
U.S. Markets gross revenue468.1 421.9 46.2 11.0 %
International:
     Canada30.4 26.5 3.9 14.7 %
     Latin America24.1 24.3 (0.2)(0.9)%
     United Kingdom50.3 48.8 1.5 3.1 %
     Africa13.7 14.3 (0.6)(4.2)%
     India34.0 30.8 3.2 10.2 %
     Asia Pacific13.8 13.0 0.8 5.8 %
International gross revenue166.3 157.7 8.5 5.4 %
Consumer Interactive gross revenue130.4 126.7 3.6 2.9 %
Total gross revenue$764.7 $706.3 $58.4 8.3 %
Intersegment revenue eliminations:
U.S. Markets$(17.4)$(17.1)$(0.4)(2.2)%
International(1.4)(1.3)(0.2)(13.5)%
Consumer Interactive(0.5)(0.4)(0.1)(28.8)%
Total intersegment revenue eliminations(19.4)(18.7)(0.7)(3.6)%
Total revenue as reported$745.3 $687.6 $57.7 8.4 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
(1)Adjusted EBITDA is defined as net income (loss) attributable to the Company before net interest expense, income tax provision (benefit), depreciation and amortization and other adjustments noted in the table above. We present Adjusted EBITDA as a supplemental measure of our operating performance because it eliminates the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. Also, Adjusted EBITDA is a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. In addition, our board of directors and executive management team use Adjusted EBITDA as a compensation measure under our incentive compensation plan. Furthermore, under the credit agreement governing our senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to a ratio based on Adjusted EBITDA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Debt.” Adjusted EBITDA does not reflect our capital expenditures, interest, income tax, depreciation, amortization, stock-based compensation and certain other income and expense. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. Adjusted EBITDA is not a measure of financial condition or profitability under GAAP and should not be considered as an alternative to cash flows from operating activities, as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance. We believe that the most directly comparable GAAP measure to Adjusted EBITDA is net income attributable to TransUnion. The table above provides a reconciliation from our net

U.S. Markets Segment
income (loss) attributable to TransUnion to Adjusted EBITDA for the three and nine months ended September 30, 2017 and 2016.
(2)Consisted of stock-based compensation and cash-settled stock-based compensation.
(3)For the three months ended September 30, 2017, consisted of the following adjustments to operating income: a $0.4 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 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 million of acquisition expenses.
For the three months ended September 30, 2016, consisted of the following adjustments to operating income: a $0.9 million adjustment to contingent consideration expense from previous acquisitions; and a $0.7 million loss on the divestiture of 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.
(4)Represented costs associated with a project to transform our technology infrastructure.
(5)For the three 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 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 of currency remeasurement of our foreign operations; and $(0.4) million of miscellaneous.
For the three months ended September 30, 2016, consisted of the following adjustments to operating income: $(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 of currency remeasurement of our foreign operations; a $(0.1) 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 million of fees connected to the filing of secondary registration statements filed on behalf of certain stockholders; $1.1 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.




Revenue
TotalU.S. Markets revenue increased $60.4$46.2 million, or 11.0%, for the three months ended September 30, 2017,March 31, 2021, compared with the same period in 2016,2020, due to strong organic growthan increase in all of our segments, across all platforms and nearly all markets,revenue in both verticals, including revenue from our recent acquisitions, primarily in our USIS segment and the impactEmerging Markets vertical.
30
Table of strengthening foreign currencies on the 2017 revenue of our International segment.Contents
Financial Services: Revenue for our recent acquisitions accounted for an increase in revenue of 0.8% and the impact of strengthening foreign currencies accounted for an increase in revenue of 0.6%.
Total revenue increased $158.7$32.7 million, or 14.2%, for the ninethree months ended September 30, 2017,March 31, 2021, 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 an2020. The increase in revenue is due primarily to ongoing improvements in market conditions in our mortgage line of 1.2%business, which may not persist, as historically low interest rates continue to drive refinance activity and home purchases, as well as growth in our auto line of business. These improvements were partially offset by decreases in our consumer lending and cards and payments lines of business, which continue to show ongoing improvements since the impact of strengthening foreign currencies accounted for an increaselow point in revenue of 0.7%.April 2020, and grew stronger as the quarter progressed.
Emerging Verticals: Revenue by segment in the three- and nine-month periods were 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%
As a result of displaying amounts in millions, rounding differences may exist in the table above.
USIS Segment
USIS revenue increased $38.7$13.5 million, and $115.1 millionor 7.1%, 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 2017March 31, 2021, compared with the same period in 2016,2020. The increase in revenue is due primarily to improvements in all of the verticals, except for Healthcare and Collections, and includes an increase dueof 2.8% from our recent acquisitions.
International Segment
In certain countries in our less developed regions, many of our customers are unable to new product initiatives.operate as effectively, or at all, in a work-from-home environment, consumers are less able to transact online, and government stimulus and vaccination efforts have generally been less successful than in our more developed regions, all of which adversely impacted revenue in these regions for the first quarter of 2021.

Marketing Services
Marketing ServicesInternational revenue increased $7.2$8.5 million, and $20.9 millionor 5.4%, for the three- and nine-month periods,three months ended March 31, 2021, compared with the same periodsperiod in 2016, due primarily to an organic2020. The 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,three-month period is due primarily to increases in the healthcare market, including revenue from our recent acquisitions.
International Segment
International revenue increased $12.6 million, or 15.3%, and $37.9 million, or 16.6% for the three and nine months ended September 30, 2017, compared with the same periods in 2016. The increase was due to higher local currency revenue in most regions from increased volumes and by an increase of 3.0% and 3.9%2.5% from the impact of strengthening foreign currencies, andpartially offset by the impact of COVID-19.
Canada: Revenue increased $3.9 million, or 14.7%, for the nine-month period, revenue from our acquisition of CIFIN.
Developed Markets
Developed markets revenue increased $4.6 million, or 15.7%, and $12.6 million, or 15.7% for the three- and nine-month periods,three months ended March 31, 2021, compared with the same periodsperiod in 2016,2020, due primarily to higher local currency revenue in both regions primarily from increased volumes including new product initiatives and an increase of 2.6% and 0.7%6.2% from the impact of strengthening foreign currencies primarily, partially offset by the Canadian dollar.impact of COVID-19.
Emerging Markets
Emerging markets revenue increased $8.0Latin America: Revenue decreased $0.2 million, or 15.1%0.9%, and $25.3for the three months ended March 31, 2021, compared with the same period in 2020, due primarily to a decrease of 5.8% from the impact of weakening foreign currencies, partially offset by an increase in local currency revenue from increased volumes including new product initiatives.
United Kingdom: Revenue increased $1.5 million, or 17.2%3.1%, for the three- and nine-month periods,three months ended March 31, 2021, compared with the same periodsperiod in 2016,2020, due to higher local currency revenue in most regions primarily from increased volumes andto an increase of 3.2% and 5.6%7.7% from the impact of strengthening foreign currencies, partially offset by the impact of COVID-19.
Africa: Revenue decreased $0.6 million, or 4.2%, for the three months ended March 31, 2021, compared with the same period in 2020, due primarily to a decrease in local currency revenue from the South African rand, Brazilian realimpact of COVID-19, partially offset by an increase of 0.6% from the impact of strengthening foreign currencies.
India: Revenue increased $3.2 million, or 10.2%, for the three months ended March 31, 2021, compared with the same period in 2020, due primarily to higher local currency revenue from increased volumes including new product initiatives, partially offset by a decrease of 0.8% from the impact of weakening foreign currencies.
Asia Pacific: Revenue increased $0.8 million, or 5.8%, for the three months ended March 31, 2021, compared with the same period in 2020, due primarily higher local currency revenue from increased volumes including new product initiative and Indian rupee.an increase of 0.8% from the impact of strengthening foreign currencies.
Consumer Interactive Segment
Consumer Interactive revenue increased $9.6$3.6 million, and $7.4 millionor 2.9%, for the three and nine months ended September 30, 2017,March 31, 2021, compared with the same periodsperiod in 2016. The increase was2020, due primarily to an increase in revenue fromin our direct channel, partially offset by a decrease in our indirect channel which has begun to moderate. The impact of COVID-19, including government measures and business and consumer responses to such measures, may have a material and adverse impact on our Consumer Interactive segment in the future, particularly in our indirect channel.
Operating Expenses
Operating expenses for the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, were as follows:
31
Table of Contents
 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
(in millions)20212020$
Change		%
Change
Cost of services $169.3
 $141.5
 $27.8
 19.7 % $472.3
 $434.4
 $37.9
 8.7 %Cost of services$243.2 $225.1 $18.1 8.0 %
Selling, general and administrative 142.2
 137.1
 5.0
 3.7 % 436.0
 413.7
 22.3
 5.4 %Selling, general and administrative227.2 235.4 (8.2)(3.5)%
Depreciation and amortization 59.9
 63.2
 (3.2) (5.1)% 176.2
 209.6
 (33.4) (15.9)%Depreciation and amortization94.3 90.3 3.9 4.4 %
Total operating expenses $371.4
 $341.8
 $29.6
 8.7 % $1,084.5
 $1,057.7
 $26.8
 2.5 %Total operating expenses$564.6 $550.8 $13.8 2.5 %
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$18.1 million for the three- and nine-month periods,three months ended March 31, 2021, compared with the same periodsperiod in 2016.2020.
The increase was due primarily to:
an increase in labor costs as we continue to invest in key strategic growth initiatives;
•an increase in product costs resulting from the increase in revenue in our U.S. Markets and Consumer Interactive segments;
•an increase in labor costs, including an increase in incentive and stock-based compensation due to improvement in performance, primarily in our USISInternational segment;
•an increase in operating costs from our recent acquisitions;
•an increase in costs from our accelerated technology investment; and
•the impact of strengthening foreign currencies on the expenses of our International segment; and
operating costs relating to 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.travel and entertainment expenses due to travel restrictions related to COVID-19.
Selling, General and Administrative
Selling, general and administrative expenses increased $5.0 million and $22.3decreased $8.2 million for the three- and nine-month periods,three months ended March 31, 2021, compared with the same periodsperiod in 2016.2020.
The increasedecrease was due primarily to:
•a decrease in expense for certain legal and regulatory matters that were incurred in 2020;
•a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19; and
•a decrease in bad debt expense;
partially offset by:
•an increase in labor costs, primarilyincentive compensation due to improved performance in our USIS segment, International segmentall of the segments and in Corporate, attributed to higher incentive and stock-based compensationcorporate, and an increase in headcount as we continuestock-based compensation from higher expected achievement on certain performance-based awards due to investimprovements in productivity initiatives;performance, primarily in corporate;
for the three-month period, •an increase in operating costs from our recent acquisitions;
•an increase in advertising costs, due to market opportunities;primarily in our Consumer Interactive segment; and
•the impact of strengthening 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 $33.4increased $3.9 million for the three- and nine-month periods,three months ended March 31, 2021, compared with the same periodsperiod in 2016. Certain USIS internal-use software and equipment assets became fully depreciated on September 30, 2016, in conjunction with our strategic initiative to transform our technology platform.



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 %
As a result of displaying amounts in millions, rounding differences may exist in the table above. Segment operating margins2020. These change are calculated using segment gross revenue and operating income. Consolidated operating margin is calculated using as reported revenue and operating income.
Total operating income increased $30.8 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:
to an increase in revenue in all of our segments, including revenue from recent acquisitions;
a decrease in depreciation and amortization in our USIS segment;
savings enabledfrom recent acquisitions of tangible and intangible assets, partially offset 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,
partially offset by:
an increase in labor costs, primarily in our USIS segment, International segment and in Corporate, attributedamortization related to higher incentive and stock-based compensation and an increase in headcount as we continue to invest in key strategic growth initiatives;
an increase in product costs in our USIS segment due to the increase in revenue; and
operating costscertain intangible assets from our acquisitions2012 change in our USIScontrol transaction that have become fully amortized.
32
Table of Contents
Adjusted EBITDA and International segments.Adjusted EBITDA margin
Margins for the USIS segment increased in both periods due to the increase in revenue, the decrease in depreciation and amortization, and savings enabled by our technology transformation, partially offset by the increase in compensation costs, product costs and operating costs from our recent acquisitions. Margins for the International segment increased in both periods due primarily to the increase in revenue and cost savings from our key productivity initiatives. Margins for the Consumer Interactive segment increased in both periods due to the decrease in product costs from a favorable shift in the mix of revenue and more efficient marketing spend.

Non-Operating Income and Expense
  Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Interest expense $(21.7) $(21.4) $(0.3) (1.4)% $(65.8) $(63.1) $(2.7) (4.2)%
Interest income 1.5
 1.2
 0.3
 22.8 % 4.2
 3.2
 1.0
 30.5 %
Earnings from equity
method investments
 2.6
 2.3
 0.3
 15.0 % 6.3
 6.2
 0.1
 1.9 %
Other income and expense, net:       
        
Acquisition fees 2.0
 (2.3) 4.3
 186.9 % (4.5) (15.8) 11.3
 71.5 %
Loan fees (5.9) (0.3) (5.6) nm
 (11.6) (1.1) (10.5) nm
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 %
Total other income and expense, net (4.8) (2.2) (2.6) (116.6)% (15.6) (19.2) 3.6
 18.5 %
Non-operating income and expense $(22.4) $(20.1) $(2.3) (11.5)% $(70.9) $(72.9) $2.0
 2.7 %
nm: not meaningful
 Three Months Ended March 31,
(in millions)20212020$ Change% Change
Revenue:
U.S. Markets gross revenue$468.1 $421.9 $46.2 11.0 %
International gross revenue166.3 157.7 8.5 5.4 %
Consumer Interactive gross revenue130.4 126.7 3.6 2.9 %
Total gross revenue764.7 706.3 58.4 8.3 %
Less: intersegment revenue eliminations(19.4)(18.7)(0.7)(3.6)%
Total revenue as reported$745.3 $687.6 $57.7 8.4 %
Adjusted EBITDA(1):
U.S. Markets$198.8 $171.5 $27.3 15.9 %
International71.4 60.2 11.2 18.6 %
Consumer Interactive58.5 57.4 1.1 2.0 %
Corporate(28.4)(25.8)(2.6)(10.0)%
Consolidated Adjusted EBITDA(1)
$300.4 $263.4 $37.0 14.1 %
Adjusted EBITDA margin(1):
U.S. Markets42.5 %40.7 %1.8 %
International42.9 %38.2 %4.8 %
Consumer Interactive44.9 %45.3 %(0.4)%
Consolidated Adjusted EBITDA margin(1)
40.3 %38.3 %2.0 %
Net income attributable to TransUnion as a percentage of revenue17.2 %10.2 %7.0 %
As a result of displaying amounts in millions, rounding differences may exist in the table above.
For1.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 revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA margin is calculated using consolidated revenue and consolidated Adjusted EBITDA.
Consolidated Adjusted EBITDA increased $37.0 million for the three and nine months ended September 30, 2017, interest expense increased $0.3 million and $2.7 millionMarch 31, 2021, compared withto the same periodsperiod in 2016,2020.
The increase was due primarily to:
•an increase in revenue in all of our segments, and particularly in our U.S. Markets segment; and
•a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19,
partially offset by:
•an increase in product costs resulting from the increase in revenue in our U.S. Markets and Consumer Interactive segments;
•an increase in labor costs, including incentive compensation, in all of our segments and corporate;
•an increase in operating costs from our recent acquisitions;
•an increase in advertising costs, primarily in our Consumer Interactive segment; and
•the impact of strengthening foreign currencies on the expenses of our International segment.
Adjusted EBITDA margin for the U.S. Markets segment increased due primarily to an increase in revenue and improving market conditions in most of our verticals and a decrease in travel and entertainment expenses due to travel restrictions related
33
Table of Contents
to COVID-19, partially offset by an increase in product costs resulting from the increase in revenue and an increase in incentive compensation costs due to improved performance.
Adjusted EBITDA margins for the International segment increased due primarily to an increase in revenue and improving market conditions in most of our regions and a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19, partially offset by an increase in incentive compensation costs.
Adjusted EBITDA margin for the Consumer Interactive segment decreased primarily due to an increase in product costs and advertising costs, partially offset by an increase in revenue in our direct channel.
Non-Operating Income and Expense
 Three Months Ended March 31,
(in millions)20212020$
Change		%
Change
Interest expense$(25.8)$(37.7)$11.9 31.5 %
Interest income0.7 1.9 (1.2)(65.1)%
Earnings from equity method investments3.0 2.6 0.4 16.8 %
Other income and expense, net:
Acquisition fees(1.1)(2.1)1.0 46.2 %
Loan fees(0.8)0.1 (1.0)nm
Other income (expense), net1.6 (5.0)6.6 nm
Total other income and expense, net(0.4)(7.0)6.6 nm
Non-operating income and expense$(22.5)$(40.2)$17.7 43.9 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
For the three months ended March 31, 2021, interest expense decreased $11.9 million compared with the same period in 2020, due primarily to the impact of the decrease in the average interest rate and a decrease in our average outstanding principal balance. In the fourth quarter of 2020, we prepaid $150.0 million of our Senior Secured Term Loans. In the first quarter of 2021, we prepaid an additional $85.0 million of our Senior Secured Term Loan B-5. These prepayments impact the comparability of interest expense between periods. Our future interest expense could be materially impacted by changes in our variable interest rates caused by COVID-19 or other macro-economic factors, to the extent our variable rate debt is not hedged with fixed rate debt.
Acquisition fees represent costs we have incurred for various acquisition-related efforts. For the three months ended September 30, 2017, acquisition fees include a 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 2016 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 and other net costs expensed as a result of refinancing of our Senior Secured Term Loan.
For the three months ended September 30, 2017,March 31, 2021 and 2020, other income (expense), 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 ofincludes currency remeasurement expense. For the nine months ended September 30, 2017,gains and losses and other miscellaneous non-operating 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
For the three months ended September 30, 2017,March 31, 2021, we reported an effective tax rate of 31.0%17.4%, which was lower than the 35%21.0% U.S. federal statutory rate due primarily to the impact$5.8 million of excess tax benefits on stock-based compensation and $5.6 million of discrete tax benefit related to electing the adoption of ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excessGlobal Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 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,year, partially offset by state taxes and other rate impacting items. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an increase of $2.2 million in state tax expense including changes in state tax rates. annual election and is retroactively available.
For the ninethree months ended September 30, 2017,March 31, 2020, we reported an effective tax rate of 25.2%23.1%, which was lowerhigher than the 35%21.0% U.S. federal statutory rate due primarily to the$16.2 million of various foreign, federal and state tax impacts and $2.1 million valuation allowance for foreign tax credit reserves due to decreased foreign source income, partially offset by $16.2 million of excess tax benefits on stock option exercisesstock-based compensation.
34
Table 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.Contents
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.

Significant Changes in Assets and Liabilities
On February 22, 2017,Our long-term debt decreased by $105.4 million at March 31, 2021, compared with December 31, 2020, due primarily to the Company purchased 1.85 million shares$85.0 prepayment of common stock for a totaldebt made in March 2021, and the scheduled payments made in the first quarter of $68.3 million from the underwriters of a secondary offering of shares of TransUnion common stock by certain of 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.2021.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our senior secured revolving line of credit. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital structure obligations, business acquisitions, and other general corporate purposes. We believe our cash on hand, cash generated from operations, and funds available under the senior secured revolving line of credit will be sufficient to fund our planned capital expenditures, debt service and other capital structure obligations, business acquisitions and operating needs for the foreseeable future. Beginning in the middle of March 2020, the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments beginning. While we continue to see improvements in demand for our services in the markets where we operate since the low point in April 2020, including encouraging results in the first quarter of 2021, given the continuously evolving and unpredictable nature of the coronavirus, the impact of COVID-19 may have a material and adverse impact on our business in the future. At this time, we do not expect the impact of COVID-19 to affect our ability to fund our operating needs for the foreseeable future. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, the length and severity of business disruptions caused by COVID-19, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may however, elect to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our growth strategy.
Cash and cash equivalents totaled $253.3$433.0 million and $182.2$493.0 million at September 30, 2017March 31, 2021, and December 31, 2016,2020, respectively, of which $119.0$243.1 million and $91.3$232.0 million was held outside the United States.States in each respective period. As of September 30, 2017,March 31, 2021, we had no amounts outstanding balance under the senior secured revolving lineSenior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the $300.0remaining $299.9 million available.
TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the greater of $675.0$1,000.0 million orand 100% of consolidated EBITDA for the four quarters preceding the measurement date, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25 to 1.0,4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
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 based on excess cash flows of the prior year, as defined in the credit agreement. There were no excess cash flows for 2016 and therefore no additional payment was required in 2017. See Part I, Item 1, Note 8 “Debt,” for additional information about our debt.
On February 13, 2017, our board of directors authorized the repurchase of up to $300 million of our stock over the next three years. 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 by Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements.
The Company has no obligation to repurchase 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 opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
On February 22, 2017, the Company purchased 1.85 million shares of common stock for a total of $68.3 million from the underwriters of a secondary offering of shares of TransUnion common stock by certain of our stockholders. On May 2, 2017, the Company purchased an additional 1.65 million shares of common stock for a total of $65.2 million from the underwriters of a secondary offering of shares of TransUnion common stock by certain of our stockholders. See “Recent Developments” above for additional information.
Sources and Uses of Cash
  Nine Months Ended September 30,
(in millions) 2017 2016 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)
Effect of exchange rate changes on cash and cash equivalents 0.5
 2.1
 (1.6)
Net change in cash and cash equivalents $71.1
 $4.7
 $66.4


Operating Activities
The increase in cash provided by operating activities was due primarily to the increase in operating income excluding depreciation and amortization and non-cash items.
Investing Activities
The decrease 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.
Financing Activities
The change in financing activities cash flows was due primarily to lower proceeds from borrowings in the 2017 period compared with the 2016 period and cash used for treasury stock purchases in the 2017 period.
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 million, from $85.5 million for the nine months ended September 30, 2016, to $91.0 million for the nine months ended September 30, 2017.
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, the Senior Secured Term Loan B and the Senior Secured RevolvingLine of Credit.
On August 9, 2017, we refinanced and amended certain provisions of our senior secured credit facility. Amendments to the Senior Secured Term Loan B included a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0 million, and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Line of Credit included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, a reduction in the annual commitment fee on the unused borrowings, and an increase in the commitment amount to $300.0 million. Other key provisions include changes in incremental borrowing limits and a reduction in the 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 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 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 incremental term loans or increase 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
On December 18, 2015, we entered into interest rate cap agreements with various counter-parties that effectively cap our LIBOR exposure on a portion of our existing senior secured term loans or similar replacement debt at 0.75% beginning June 30, 2016. We have designated these cap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,491.4 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 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 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 of credit and could result in a default under the senior secured credit facility. Upon the occurrence of an event of default under the senior secured credit facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.
With certain exceptions, the senior secured credit facilitySenior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The senior secured credit facilitySenior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5 to 15.5-to-1 at any such measurement date.
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 Loans B-5 and A-3 based on excess cash flows of the prior year, as defined in the credit agreement. The senior secured net leverage ratio for 2020 resulted in no required excess cash flow payment for 2021. Additional payments based on excess cash flows could be due in future years. See Part I, Item 1, Note 8 “Debt,” for additional information about our debt.
During the first quarter of 2021, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. The employees used 0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 0.6 million of the shares and gave TransUnion the remaining 0.3 million shares that we have recorded as treasury stock. We remitted cash equivalent to the $27.7 million vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised throughout the year, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies.
35
Table of Contents
For the three months ended March 31, 2021, we prepaid $85.0 million of our Senior Secured Term Loan B-5, funded from our cash on hand.
Our board of directors declared a dividend of $0.075 per share on February 24, 2021 to holders of record on March 11, 2021. We paid dividends of $14.3 million on March 26, 2021. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board.
On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.
We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes. While the existing share repurchase program remains authorized by the board of directors, given the uncertainties arising from the COVID-19 pandemic, we do not intend to repurchase additional shares in the short term. We may resume share repurchases in the future at any time, depending upon market conditions, our capital needs and other factors.
Sources and Uses of Cash
Three Months Ended March 31,
(in millions)20212020Change
Cash provided by operating activities$144.8 125.5 $19.3 
Cash used in investing activities(71.9)(25.5)(46.4)
Cash used in financing activities(132.2)(49.7)(82.5)
Effect of exchange rate changes on cash and cash equivalents(0.7)(18.7)18.0 
Net change in cash and cash equivalents$(60.0)$31.6 $(91.6)
Operating Activities
The increase in cash provided by operations was due primarily to an increase in operating performance and a decrease in interest expense, partially offset by an increase in working capital.
Investing Activities
The increase in cash used in investing activities was due primarily to an increase in net purchases of other investments.
Financing Activities
The increase in cash used in financing activities was due primarily to $85.0 million debt prepayments made in 2021.
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 $1.2 million, from $42.0 million for the three months ended March 31, 2020, to $43.2 million for the three months ended March 31, 2021.
Debt
Hedges
On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,135.0 million that
36
Table of Contents
amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022, and expires on June 30, 2025, with an initial notional amount of $1,110.0 million that amortizes each quarter. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 17, 2018, we entered into interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,405.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022.
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 Credit Facility and could result in a default under the Senior Secured Credit Facility. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $75 million or 7.5% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2017,March 31, 2021, we were in compliance with all debt covenants.
TransUnion’s ability to meet its liquidity needs or to pay dividends on its common stock depends on its subsidiaries’ earnings, the terms of their indebtedness, and other contractual restrictions. Trans Union LLC, the borrower under the senior secured credit facility, is not permitted to declare any dividend or make any other distribution subject to certain exceptions, including compliance with a fixed charge coverage ratio and a basket that depends on TransUnion Intermediate 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, “Debt.”
Recent Accounting Pronouncements
See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” 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.principles (“GAAP”). The notes to our consolidated financial statements include disclosures about our significant accounting policies. These accounting principlespolicies 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 thePart II, Item 7, “Application of Critical Accounting Estimates” section in Management’s DiscussionEstimate” and Analysis of Financial Condition and Results of Operations and

Part II, Item 8, Note 1, “Significant Accounting and Reporting Policies,” to our audited financial statements included inPolicies” of our Annual Report on Form 10-K for the year ended December 31, 2016,2020, filed with the SECSecurities and Exchange Commission on February 15, 2017,16, 2021, for a descriptionadditional information about our critical accounting estimates.
37
Table of the significant accounting estimates used in the preparation of our consolidated financial statements.Contents
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,” andor the negatives of these words and other similar expressions.
Although we believeFactors that these forward-looking statements are based on reasonable assumptions, you should be aware that factors affecting our actual financial results could cause actual results to differ materially from those expresseddescribed in the forward-looking statements. Factorsstatements, or that could materially affect our financial results or such forward-looking statements include among others, include:
•the risks, uncertainties and factors set forth below under Item 1A, “Risk Factors,”effects of the COVID-19 pandemic;
•the duration of the COVID-19 pandemic and the timing of the economic recovery following factors:the COVID-19 pandemic;
•the existence and prevalence of variants of the COVID-19 virus;
•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, 20162020, 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
38
Table of Contents
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. We also have a significant amount of variable rate debt and funds invested in interest bearing accounts.
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, 2016.2020.
In the normal course of business we are exposed to market risk, primarily from changes in variable interest rates and foreign currency exchange rates, which could impact our results of operations and financial position. We manage the exposure to this market risk through our regular operating and financing activities. We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes.
Interest Rate Risk
Our Senior Secured Credit Facility consists of Senior Secured Term Loans and a $300.0 million Senior Secured Revolving Credit Facility. Interest rates on these borrowings are based, at our election, on LIBOR or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. We currently have several interest rate hedge instruments that effectively fixes our LIBOR exposure on approximately 75% of our outstanding debt. Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged. Since the onset of the COVID-19 pandemic, LIBOR has dropped significantly, and may be more volatile in the future, which could materially impact our total interest expense due to the unhedged portion of our debt. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors.
See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 8, “Debt,” for additional information about interest rates on our debt.
Foreign Currency Exchange Rate Risk
A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we transact business in a number of foreign currencies, including British pounds sterling, the South African rand, the Canadian dollar, the Indian rupee, the Colombian peso and the Brazilian real. In reporting the results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currencies.
We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate in our consolidated balance sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our consolidated statements of income. The resulting translation adjustment is included in other comprehensive income, as a component of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expense as incurred.
Since the onset of the COVID-19 pandemic, the U.S. dollar has strengthened against many of the currencies in the countries in which we operate, which has adversely impacted our results of operations. COVID-19 may continue to create volatile exchange rates that could materially and adversely impact our consolidated financial statements in the future.
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
39
Table of Contents
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 Overover 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.


40
Table of Contents
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.
In view of the inherent unpredictability of litigation and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of litigation and regulatory matters or the eventual loss, fines, penalties or business impact, if any, that may result. We establish reserves for litigation and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. The actual costs of resolving litigation and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods.
On a regular basis, we accrue reserves for litigation and regulatory matters based on our historical experience and our ability to reasonably estimate and ascertain the probability of any liability. 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, 2017,2020, and Part II, Item 1, “Legal Proceedings” of ourall subsequently filed Quarterly ReportReports on Form 10-Q, for theincluding this Quarterly Period ended June 30, 2017,Report, for a full description of our material pending legal proceedings.and regulatory matters.
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 toThe following discussion supplements the other information includeddiscussion of risk factors affecting the Company as set forth in this report, you should carefully consider the factors discussed in “RiskPart I, Item 1A "Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2016,2020, 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, and this Quarterly Report on Form 10-Qthese reports are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem toto be immaterial may also materially adversely affect our business, financial condition, orand operating results.
Our results of operations have been materially and adversely impacted and could be materially and adversely impacted in the future by the COVID-19 global pandemic or the outbreak of other highly infectious diseases.
The global spread and unprecedented impact of the COVID-19 pandemic has created significant volatility, uncertainty and economic disruption. The countries and territories in which our services and solutions are sold are in varying stages of restrictions and reopening to address the COVID-19 pandemic. Certain jurisdictions have begun re-opening only to return to restrictions in the face of increases in new COVID-19 cases. The extent to which the COVID-19 pandemic impacts our business, operations, and consolidated financial statements going forward remains highly uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration, scope, severity, and any resurgences of the pandemic; the effectiveness of vaccine rollout plans; the public’s perception of the safety of the vaccines and their willingness to take the vaccines; the existence and prevalence of new variants of the virus; the continued impact on worldwide macroeconomic conditions, including interest rates, employment rate, consumer confidence, and foreign exchange rates in each of the markets in which we operate; governmental, business, and individuals’ actions that have been, and continue to be, taken in response to the pandemic (which could include limitations on or changes to our operations or mandates to provide services); the effect on our customers; changes in customer and consumer demand for our services; the effect on consumer confidence and spending; our ability to sell and provide our services, including the impact of travel restrictions and people working from home; the ability of our customers to pay for our services; the health of, and the effect on, our workforce; and the potential effects on our internal controls, including those over financial reporting, as a result of changes in working environments for our employees and business partners.
In 2020, the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments beginning in the middle of March 2020. However, after reaching a low point in April 2020, we have seen ongoing improvements in demand for our services to varying degrees in the markets where we operate. These improvements in demand continued through the first quarter of 2021 and, in many of the market verticals and regions in which we operate, grew stronger as the quarter progressed. Notwithstanding our encouraging first quarter 2021 results, given the continuously evolving and unpredictable nature of the coronavirus, the impact of COVID-19, including government measures and business and consumer responses to such measures, may have a material and adverse impact on our business in the future. The impact of COVID-19 may also heighten other risks discussed in our Annual Report on Form 10-K, which could materially and adversely impact our business, consolidated financial statements and stock price.
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.
41
Table of Contents
(c) Issuer Purchases of Equity Securities
(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 3115,455 $92.01 — $166.6 
February 1 to February 28305,192 88.30 — $166.6 
March 1 to March 311,724 87.37 — $166.6 
Total322,371 — 
(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 —
 $—
 —
  
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 thirdsecond 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
Amendment No. 13Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Credit Agreement datedExhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).
Third Amended and Restated Bylaws of TransUnion Amended as of August 9, 2017.May 12, 2020 (Incorporated by reference to Exhibit 3.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).
TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*101.SCH**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.
**104Filed or furnished herewith.The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (included with Exhibit 101 attachments).

** Filed or furnished herewith.

42
Table of Contents
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, 2017By/s/ Todd M. Cello
Todd M. Cello
Executive Vice President, Chief Financial Officer
October 27, 2017By/s/ Timothy Elberfeld
Timothy Elberfeld
Vice President, Chief Accounting Officer
(Principal Accounting Officer)


INDEX TO EXHIBITS
10.1**
April 27, 2021		ByAmendment 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.
/s/ Todd M. Cello
Todd M. Cello
**Filed or furnished herewith.Executive Vice President, Chief Financial Officer
April 27, 2021By/s/ Timothy Elberfeld
Timothy Elberfeld
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)



4043