Table 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.Contents

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. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may ~~however,~~ elect to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our growth strategy.

Cash and cash equivalents totaled ~~$253.3~~$1,296.8 million and ~~$182.2~~$1,842.4 million at ~~September 30, 2017~~March 31, 2022, and December 31, ~~2016~~,2021, respectively, of which ~~$119.0~~$215.7 million and ~~$91.3~~$205.0 million was held outside the United ~~States.~~States in each respective period. As of ~~September 30, 2017,~~March 31, 2022, we had no ~~amounts~~ outstanding balance under the ~~senior secured revolving line~~Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the ~~$300.0~~remaining $299.9 million available. ~~TransUnion~~

We also ~~has~~have the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of ~~$675.0~~$1,000.0 million orand 100% of ~~consolidated~~Consolidated EBITDA, minus any amounts of secured indebtedness previously issued under this provision, 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 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 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 facility~~Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its ~~investment~~investments in subsidiaries. The ~~senior secured credit facility~~Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed ~~5.5 to 1~~5.5-to-1 at any such measurement date.

On January 31, 2022, we prepaid $400 million of our Senior Secured Term Loans, funded from our cash on hand. The remaining balance retained in cash and cash equivalents is consistent with our short-term cash needs and investment objectives.

On April 8, 2022, we closed on the previously announced acquisition of Verisk Financial Services and paid approximately $515 million towards the purchase price and closing costs funded with cash on hand. For additional information on this transaction, see Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 17, “Subsequent Events.”

In April 2022, we paid approximately $355 million of taxes due on the gain on the divestiture of our Healthcare business funded with cash on hand.

Each year, the Company may be required to make additional principal payments on the Senior Secured Term Loan B based on excess cash flows of the prior year, as defined in the agreement.There were no excess cash flows for 2021 and therefore no additional payment will be required in 2022. Additional payments based on excess cash flows could be due in future years. See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt,” for additional information about our debt.

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.

On February 13, 2018, we announced that our board of directors approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. In the first quarter of 2022 we paid dividends of $0.095 per share totaling $18.3 million. While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board.

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During the first quarter of 2022, 0.8 million outstanding employee restricted stock units vested and became taxable to the employees. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement. During the first quarter of 2022, we remitted cash to the respective governmental agencies equivalent to the value of the shares employees used to satisfy their withholding obligations of $28.7 million. We expect a similar cash obligation during the first quarter of 2023.

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. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.

Sources and Uses of Cash


	Three Months Ended March 31,
(in millions)	2022		2021		Change
Cash provided by operating activities of continuing operations	$	11.6	$	127.7	$	(116.1)
Cash used in investing activities of continuing operations	(91.0)		(69.4)		(21.6)
Cash used in financing activities of continuing operations	(467.6)		(132.2)		(335.4)
Cash flows of discontinued operations and effect of exchange rate changes on cash and cash equivalents	1.4		14.0		(12.6)
Net change in cash and cash equivalents	$	(545.6)	$	(59.9)	$	(485.7)

Operating Activities

The decrease in cash provided by operation activities of continuing operations was due primarily to an increase in cash used to pay accrued incentive and other compensation in the first quarter of 2022 compared to the first quarter of 2021 and an increase in interest expense payments, partially offset by an increase in operating performance.

Investing Activities

The increase in cash used in investing activities of continuing operations was due primarily to an increase in capital expenditures and investments in nonconsolidated affiliates, partially offset by a decrease in purchases of convertible notes.

Financing Activities

The increase in cash used in financing activities of continuing operations was due primarily to an increase in debt prepayments.

Capital Expenditures

Cash paid for capital expenditures increased $17.9 million, from $40.7 million for the three months ended March 31, 2021, to $58.6 million for the three months ended March 31, 2022.

Debt

Hedges

On December 23, 2021, we entered into new interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,596.0 million that amortizes each quarter. The agreement requires TransUnion to pay fixed rates varying between 1.4280% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.

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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 swap commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,115.0 million that amortizes each quarter. The first swap 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 swap 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 swap 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. The current aggregate notional amount under these agreements is $1,385.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022. The agreements require TransUnion to pay fixed rates currently fixed at 2.702% and 2.706% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.

Effect of Certain Debt Covenants

A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the Senior Secured Revolving 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 $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of ~~September 30, 2017,~~March 31, 2022, 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 8,10, “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 ~~principles~~policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. Although we believe that our estimates and judgments are reasonable, they are based on information available at the time, and actual results may differ significantly from these estimates under different conditions. See ~~the~~Part II, Item 7, “Application of Critical Accounting ~~Estimates” section in Management’s Discussion~~Estimate” 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 in~~Policies” of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2021, filed with the ~~SEC~~Securities and Exchange Commission on February ~~15, 2017,~~22, 2022, for ~~a description~~additional information about our critical accounting estimates.

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,” ~~and~~or the negatives of these words and other similar expressions.

~~Although we believe~~Factors that ~~these forward-looking statements are based on reasonable assumptions, you should be aware that factors affecting our actual financial results~~ could cause actual results to differ materially from those ~~expressed~~described in the forward-looking ~~statements. Factors~~statements, or that could ~~materially~~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 prevalence and severity of variants of the COVID-19 virus and the effectiveness of vaccines against those variants;

•the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine;

•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~~acquire businesses, including any recently announced business acquisitions, ~~and~~successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of ~~acquired businesses;~~our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;

•our ability to consummate the sale of our recently announced divestiture on a timely basis or at all;

•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.

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There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We operate internationally and are subject to various market risks, including those caused by potentially adverse movements in foreign currency exchange rates. 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.~~2021.

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 68% of our outstanding debt. Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors.

See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt,” for additional information about interest rates on our debt.

Foreign Currency Exchange Rate Risk

A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we transact business in a number of foreign currencies, including British pounds sterling, the South African rand, the Canadian dollar, the Indian rupee, the Colombian peso and the Brazilian real. In reporting the results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currencies.

We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate in our consolidated balance sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our consolidated statements of 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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate,

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to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

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

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

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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,~~2021, and Part II, Item 1, “Legal Proceedings” of ~~our~~all subsequently filed Quarterly ~~Report~~Reports on Form 10-Q, ~~for the~~including this Quarterly ~~Period ended June 30, 2017,~~Report, and Part I, Item 1, Note 16 “Contingencies,” of this Quarterly 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 to~~The following discussion supplements the ~~other information included~~discussion of risk factors affecting the Company as set forth in ~~this report, you should carefully consider the factors discussed in “Risk~~Part I, Item 1A "Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2021, and any subsequently filed Quarterly Reports on Form 10-Q, as well as the factors identified under “Cautionary Statement Regarding Forward-Looking Statements” at the end of Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. The risks described in ~~our Annual Report on Form 10-K for the year ended December 31, 2016, and this Quarterly Report on Form 10-Q~~these reports are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, and operating results.

Risks Related to Laws, Regulations and Government Oversight:

The Consumer Financial Protection Bureau has supervisory and examination authority over our business and may initiate enforcement actions and litigation with regard to our compliance with federal consumer protection laws, which could have a material adverse effect on our business, results of operations and financial condition.

The CFPB has broad authority over our business. This includes authority to issue regulations under federal consumer financial protection laws, such as under FCRA and other laws applicable to us and our financial customers. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority.

In 2012, credit reporting companies like us became subject to a federal supervision program for the first time under the CFPB’s authority to supervise and examine certain non-depository institutions that are “larger participants” of the consumer credit reporting market. The CFPB conducts examinations and investigations, and may issue subpoenas and bring civil actions in federal court for violations of the federal consumer financial laws including FCRA. In these proceedings, the CFPB can seek relief that includes: rescission or reformation of contracts, restitution, disgorgement of profits, payment of damages, limits on activities and civil money penalties of up to $1.0 million per day for knowing violations. The CFPB conducts periodic examinations of us and the consumer credit reporting industry, which could result in new regulations or enforcement actions or proceedings. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, making them less attractive and restricting our ability to offer them.

For example, in January 2017, as part of an agreed settlement with the CFPB, we agreed among other things, to implement certain practice changes in the way we advertise, market and sell products and services offered directly to consumers. In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleged that we failed to comply with and timely implement the Consent Order issued by the CFPB in January 2017 (the “Consent Order”), and further alleged additional violations related to Consumer Interactive Inc.’s marketing practices. On September 27, 2021, the Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against us and our former President of Consumer Interactive in the United States District Court for the Northern District of Illinois alleging that we violated the Consent Order, engaged indeceptive acts and practices in marketing TransUnion Credit Monitoring, provided substantial assistance to TransUnion Interactive, Inc. in violating the Consent Order and the law, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the TransUnion Credit Monitoring product and illegally diverted consumers from their free annual file disclosure into paid subscription products. We continue to believe that our marketing practices are lawful and appropriate and that we have been, and remain, in compliance with the Consent Order, and we will vigorously defend against allegations to the contrary in such proceedings. As of March 31, 2022, we have an accrual of $56.0 million recorded in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition, however, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter. See Part I, Item 1, Notes to Unaudited Consolidated Financial Statements, Note 16, “Contingencies,” for information regarding our legal proceedings.

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Recently, the consumer reporting industry has been subject to heightened scrutiny. Based in part on public comments by CFPB officials, we believe that this trend is likely to continue and could result in more regulatory and legislative scrutinyof the practices of our industry and additional regulatory enforcement actions and litigation, which could adversely affect the Company’s business and results of operations.

Our compliance costs and legal and regulatory exposure could increase materially if we are targeted by the CFPB for additional enforcement actions, or if the CFPB or other regulators enact new regulations, change regulations that were previously adopted, modify through supervision or enforcement past regulatory guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted. For example, the CFPB recently issued guidance that indicates increased focus on consumer reporting agencies’ compliance with the accuracy and dispute obligations under the FCRA with respect to rental information. Although we have committed resources to enhancing our risk and compliance programs, actions by the CFPB or other regulators against us or our current or former executives could result in increased operating costs, reputational harm, payment of damages and civil monetary penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Technology and Cybersecurity

Data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of our intellectual property or confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation.

As a global consumer credit reporting agency and provider of risk and information solutions, we collect, store and transmit a large amount of sensitive and confidential consumer information on over one billion consumers, including financial information, personally identifiable information and protected health information. We operate in an environment of significant risk of cybersecurity incidents resulting from unintentional events or deliberate attacks by third parties or insiders, which may involve exploiting highly obscure security vulnerabilities or sophisticated attack methods. These cyberattacks can take many forms, but they typically have one or more of the following objectives, among others:

•obtain unauthorized access to confidential consumer information;

•manipulate or destroy data; or

•disrupt, sabotage or degrade service on our systems.

We experience numerous attempts to access our computer systems, software, networks, data and other technology assets on a daily basis. To date, none of these attempts has resulted in a material data incident or otherwise had any material impact on our business, operations or financial results. However even immaterial incidents may require us to devote significant attention to these issues. For example, in March 2022, a criminal third party obtained access to a TransUnion South Africa server and certain customer personally identifiable information through misuse of an authorized client’s credentials. We promptly initiated our response processes, implemented technical containment measures, engaged cybersecurity and forensic experts and launched an investigation.As a precautionary measure, TransUnion South Africa temporarily took certain elements of our services offline, all of which have been resumed. We continue to work with law enforcement and regulators related to this matter.

The security and protection of non-public consumer information is TransUnion’s top priority. We devote significant resources to maintain and regularly upgrade the wide array of physical, technical, and contractual safeguards we employ to provide security around the collection, storage, use, access and delivery of information we have in our possession. We cannot assure you that our systems, databases and services will not be compromised or disrupted in the future, whether as a result of deliberate attacks by malicious actors, breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. We work to monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact.

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

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

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The preventive actions we take to address cybersecurity risk, including protection of our systems and networks, may be insufficient to repel or mitigate the effects of cyberattacks in the future as it may not always be possible to anticipate, detect or recognize threats to our systems, or to implement effective preventive measures against all cybersecurity risks. This is because, among other things:

•the techniques used in cyberattacks change frequently and may not be recognized until after the attacks have succeeded;

•cyberattacks can originate from a wide variety of sources, including sophisticated threat actors involved in organized crime, sponsored by nation-states, or linked to terrorist or hacktivist organizations; and

•third parties may seek to gain access to our systems either directly or using equipment or security passwords belonging to employees, customers, third-party service providers or other users.

Unauthorized disclosure, loss or corruption of our data or inability of our customers to access our systems could disrupt our operations, subject us to substantial regulatory and legal proceedings and potential liability, result in a material loss of business and/or significantly harm our reputation.

We may not be able to immediately address the consequences of a cybersecurity incident because a successful breach of our computer systems, software, networks or other technology assets could occur and persist for an extended period of time before being detected due to, among other things:

•the breadth and complexity of our operations and the high volume of transactions that we process;

•the large number of customers, counterparties and third-party service providers with which we do business;

•the proliferation and increasing sophistication of cyberattacks;

•the possibility that a malicious third party compromises the software, hardware or services that we procure from a service provider unbeknownst to both the provider and to TransUnion; and

•the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.

The extent of a particular cybersecurity incident and the steps that we may need to take to investigate it may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident is known. While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a cybersecurity incident.

Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted consumer notification and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible. In the United States, we are subject to federal and state laws that provide for more than 50 disparate notification regimes. In the event of unauthorized access, our failure to comply with the complexities of these various regulations could subject us to regulatory scrutiny and additional liability.

Risks Related to Global Operations

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

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

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

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

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

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

The situation is rapidly evolving as a result of the conflict in Ukraine, and the United States, the European Union, the United Kingdom and other countries may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations.

We are actively monitoring the situation in Ukraine and assessing its impact on our business, including our business partners and customers. To date we have not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support our operations. We have no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any of the above mentioned factors could affect our business, financial condition and operating results. Any such disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021.

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.


	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value, in millions, of Shares that May Yet Be Purchased Under the Plans or Programs(1)
January 1 to January 31	10,647	$	111.10	—	$	166.5
February 1 to February 28	281,069	98.02		—	$	166.5
March 1 to March 31	84	91.81		—	$	166.5
Total	291,800			—

(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 ~~third~~second quarter of ~~2017,~~2018, we had purchased approximately ~~$133.4~~$133.5 million of common stock under the program and may purchase up to an additional ~~$166.6~~$166.5 million. Additional repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases or through privately negotiated transactions, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements.

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ITEM 6. EXHIBITS




10.1**3.1		~~Amendment No. 13~~Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to ~~Credit Agreement dated~~Exhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).

3.2		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).

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.INS101.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.



**104	~~Filed or furnished herewith.~~	The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (included with Exhibit 101 attachments).

** Filed or furnished herewith.

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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

April 26, 2022		By	/s/ Todd M. Cello
			Todd M. Cello
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)


		~~TransUnion~~

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

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

~~INDEX TO EXHIBITS~~



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

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

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

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

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

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

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

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

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

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



**	~~Filed or furnished herewith.~~

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



		Page
PART I. FINANCIAL INFORMATION		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 ~~Statement~~Statements 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		2028
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		3544
ITEM 4. CONTROLS AND PROCEDURES		3544
PART II. OTHER INFORMATION		3646
ITEM 1. LEGAL PROCEEDINGS		3646
ITEM 1A. RISK FACTORS		3746
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		3749
ITEM 6. EXHIBITS		3850
SIGNATURES		3951
~~INDEX TO EXHIBITS~~	40


	September 30, 2017			December 31, 2016
	Unaudited							March 31, 2022		December 31, 2021
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	253.3		$	182.2		Cash and cash equivalents	$	1,296.8	$	1,842.4
Trade accounts receivable, net of allowance of $7.2 and $6.2	318.9			277.9
Trade accounts receivable, net of allowance of $13.3 and $10.7							Trade accounts receivable, net of allowance of $13.3 and $10.7	588.9		558.0
Other current assets	116.8			89.9			Other current assets	282.4		231.6
Total current assets	689.0			550.0			Total current assets	2,168.1		2,632.0
Property, plant and equipment, net of accumulated depreciation and amortization of $284.8 and $235.6	182.6			197.5
Goodwill, net	2,205.9			2,173.9
Other intangibles, net of accumulated amortization of $942.1 and $815.8	1,689.0			1,762.3
Property, plant and equipment, net of accumulated depreciation and amortization of $654.1 and $625.4							Property, plant and equipment, net of accumulated depreciation and amortization of $654.1 and $625.4	233.0		247.7
Goodwill							Goodwill	5,504.3		5,525.7
Other intangibles, net of accumulated amortization of $2,013.1 and $1,908.9							Other intangibles, net of accumulated amortization of $2,013.1 and $1,908.9	3,704.5		3,770.6
Other assets	116.0			97.5			Other assets	587.3		459.0
Total assets	$	4,882.5		$	4,781.2		Total assets	$	12,197.2	$	12,635.0
Liabilities and stockholders’ equity							Liabilities and stockholders’ equity
Current liabilities:							Current liabilities:
Trade accounts payable	$	128.5		$	114.2		Trade accounts payable	$	260.3	$	270.2
Short-term debt and current portion of long-term debt	34.4			50.4			Short-term debt and current portion of long-term debt	114.6		114.6
Other current liabilities	212.4			208.7			Other current liabilities	833.7		972.2
Total current liabilities	375.3			373.3			Total current liabilities	1,208.6		1,357.0
Long-term debt	2,352.1			2,325.2			Long-term debt	5,831.5		6,251.3
Deferred taxes	571.1			579.0			Deferred taxes	806.8		787.6
Other liabilities	29.3			30.7			Other liabilities	208.4		232.9
Total liabilities	3,327.8			3,308.2			Total liabilities	8,055.3		8,628.8
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, respectively	1.9			1.8
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2022 and December 31, 2021, 198.3 million and 197.4 million shares issued at March 31, 2022 and December 31, 2021, respectively, and 192.4 million shares and 191.8 million shares outstanding as of March 31, 2022 and December 31, 2021, respectively							Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2022 and December 31, 2021, 198.3 million and 197.4 million shares issued at March 31, 2022 and December 31, 2021, respectively, and 192.4 million shares and 191.8 million shares outstanding as of March 31, 2022 and December 31, 2021, respectively	2.0		2.0
Additional paid-in capital	1,848.7			1,844.9			Additional paid-in capital	2,219.2		2,188.9
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; 5.9 million and 5.6 million shares at March 31, 2022 and December 31, 2021, respectively							Treasury stock at cost; 5.9 million and 5.6 million shares at March 31, 2022 and December 31, 2021, respectively	(280.8)		(252.0)
Retained earnings							Retained earnings	2,284.5		2,254.6
Accumulated other comprehensive loss	(147.9		)	(174.8		)	Accumulated other comprehensive loss	(184.7)		(285.4)
Total TransUnion stockholders’ equity	1,456.1			1,362.8			Total TransUnion stockholders’ equity	4,040.2		3,908.1
Noncontrolling interests	98.6			110.2			Noncontrolling interests	101.7		98.1
Total stockholders’ equity	1,554.7			1,473.0			Total stockholders’ equity	4,141.9		4,006.2
Total liabilities and stockholders’ equity	$	4,882.5		$	4,781.2		Total liabilities and stockholders’ equity	$	12,197.2	$	12,635.0


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
	2017			2016			2017			2016				2022		2021
Revenue	$	498.0		$	437.6		$	1,427.7		$	1,269.0		Revenue	$	921.3	$	698.9
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)	298.0		226.8
Selling, general and administrative	142.2			137.1			436.0			413.7			Selling, general and administrative	359.5		219.1
Depreciation and amortization	59.9			63.2			176.2			209.6			Depreciation and amortization	128.8		89.4
Total operating expenses	371.4			341.8			1,084.5			1,057.7			Total operating expenses	786.3		535.3
Operating income	126.6			95.8			343.2			211.3			Operating income	135.0		163.6
Non-operating income and (expense)													Non-operating income and (expense)
Interest expense	(21.7		)	(21.4		)	(65.8		)	(63.1		)	Interest expense	(50.2)		(25.8)
Interest income	1.5			1.2			4.2			3.2			Interest income	0.7		0.7
Earnings from equity method investments	2.6			2.3			6.3			6.2			Earnings from equity method investments	3.0		3.0
Other income and (expense), net	(4.8		)	(2.2		)	(15.6		)	(19.2		)	Other income and (expense), net	(11.8)		(0.4)
Total non-operating income and (expense)	(22.4		)	(20.1		)	(70.9		)	(72.9		)	Total non-operating income and (expense)	(58.3)		(22.5)
Income before income taxes	104.2			75.7			272.3			138.4
Income from continuing operations before income taxes													Income from continuing operations before income taxes	76.7		141.0
Provision for income taxes	(32.3		)	(31.2		)	(68.7		)	(59.6		)	Provision for income taxes	(24.4)		(23.7)
Income from continuing operations													Income from continuing operations	52.3		117.3
Discontinued operations, net of tax													Discontinued operations, net of tax	(0.4)		13.3
Net income	71.9			44.5			203.6			78.8			Net income	52.0		130.6
Less: net income attributable to the noncontrolling interests	(3.1		)	(3.3		)	(7.6		)	(7.8		)	Less: net income attributable to the noncontrolling interests	(3.7)		(2.7)
Net income attributable to TransUnion	$	68.8		$	41.2		$	196.0		$	71.0		Net income attributable to TransUnion	$	48.3	$	127.9

Earnings per share:
Income from continuing operations													Income from continuing operations	$	52.3	$	117.3
Less: income from continuing operations attributable to noncontrolling interests													Less: income from continuing operations attributable to noncontrolling interests	(3.7)		(2.7)
Income from continuing operations attributable to TransUnion													Income from continuing operations attributable to TransUnion	48.7		114.6
Discontinued operations, net of tax													Discontinued operations, net of tax	(0.4)		13.3
Net income attributable to TransUnion													Net income attributable to TransUnion	$	48.3	$	127.9

Basic earnings per common share from:													Basic earnings per common share from:
Income from continuing operations attributable to TransUnion													Income from continuing operations attributable to TransUnion	$	0.25	$	0.60
Discontinued operations, net of tax													Discontinued operations, net of tax	—		0.07
Net Income attributable to TransUnion													Net Income attributable to TransUnion	$	0.25	$	0.67
Diluted earnings per common share from:													Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion													Income from continuing operations attributable to TransUnion	$	0.25	$	0.60
Discontinued operations, net of tax													Discontinued operations, net of tax	—		0.07
Net Income attributable to TransUnion													Net Income attributable to TransUnion	$	0.25	$	0.66
Weighted-average shares outstanding:													Weighted-average shares outstanding:
Basic	$	0.38		$	0.23		$	1.08		$	0.39		Basic	192.1		190.9
Diluted	$	0.36		$	0.22		$	1.03		$	0.39		Diluted	193.2		192.5

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


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
	2017			2016			2017			2016				2022		2021
Net income	$	71.9		$	44.5		$	203.6		$	78.8		Net income	$	52.0	$	130.6
Other comprehensive income:
Other comprehensive income (loss):													Other comprehensive income (loss):
Foreign currency translation:													Foreign currency translation:
Foreign currency translation adjustment	1.8			19.5			28.2			49.6			Foreign currency translation adjustment	(6.7)		(10.9)
(Expense) benefit for income taxes	(0.2		)	(1.7		)	(0.6		)	1.4
Benefit for income taxes													Benefit for income taxes	—		0.3
Foreign currency translation, net	1.6			17.8			27.6			51.0			Foreign currency translation, net	(6.7)		(10.6)
Hedge instruments:													Hedge instruments:
Net unrealized gain (loss)	0.8			(0.1		)	0.7			(35.0		)
Amortization of accumulated loss	0.1			0.1			0.3			0.3
(Expense) benefit for income taxes	(0.4		)	0.4			(0.4		)	13.3
Net change on interest rate swap													Net change on interest rate swap	143.1		28.3
Expense for income taxes													Expense for income taxes	(35.8)		(7.0)
Hedge instruments, net	0.5			0.4			0.6			(21.4		)	Hedge instruments, net	107.3		21.3
Available-for-sale securities:													Available-for-sale securities:
Net unrealized loss	—			—			(0.2		)	—
Benefit for income taxes	—			—			0.1			—
Net unrealized (loss) gain													Net unrealized (loss) gain	—		—
Provision for income taxes													Provision for income taxes	—		—
Available-for-sale securities, net	—			—			(0.1		)	—			Available-for-sale securities, net	—		—
Total other comprehensive income, net of tax	2.1			18.2			28.1			29.6			Total other comprehensive income, net of tax	100.6		10.7
Comprehensive income	74.0			62.7			231.7			108.4			Comprehensive income	152.6		141.3
Less: comprehensive income attributable to noncontrolling interests	(2.0		)	(5.6		)	(8.8		)	(14.5		)	Less: comprehensive income attributable to noncontrolling interests	(3.7)		(1.7)
Comprehensive income attributable to TransUnion	$	72.0		$	57.1		$	222.9		$	93.9		Comprehensive income attributable to TransUnion	$	148.9	$	139.6



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



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



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. ¨☐


	Common Stock			Paid-In Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares	Amount
Balance, December 31, 2020	190.5	$	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 (loss)	—	—		—		—		—		11.7		(1.0)		10.7
Stock-based compensation	—	—		17.0		—		—		—		—		17.0
Employee share purchase plan	0.1	—		10.7		—		—		—		—		10.7
Exercise of stock options	0.1	—		1.0		—		—		—		—		1.0
Vesting of restricted stock units	0.9	—		—		—		—		—		—		—
Treasury stock purchased	(0.3)	—		—		(28.5)		—		—		—		(28.5)
Dividends to shareholders	—	—		—		—		(14.5)		—		—		(14.5)
Balance, March 31, 2021	191.3	$	2.0	$	2,116.8	$	(243.8)	$	1,050.8	$	(260.3)	$	97.6	$	2,763.1


	December 1, 2021
(in millions)	Neustar		Sontiq		Total
Purchase price1:	$	3,095.2	$	642.6	$	3,737.8

Assets acquired:
Cash and cash equivalents	$	122.7	$	17.8	$	140.4
Trade accounts receivable	118.7		10.3		129.0
Other current assets	24.6		1.4		26.0
Right of use lease assets	83.2		2.4		85.6
Property, plant and equipment	42.3		5.2		47.5
Identifiable intangible assets	1,513.0		235.9		1,748.9
Goodwill1,2	1,880.4		447.2		2,327.5
Other assets	5.4		0.2		5.6
Total assets acquired	$	3,790.4	$	720.2	$	4,510.5

Liabilities assumed:
Accounts payable	$	29.1	$	7.5	$	36.6
Other current liabilities	158.4		4.7		163.1
Deferred revenue	49.3		19.1		68.5
Operating lease liabilities	87.8		2.4		90.1
Other liabilities	14.7		0.1		14.7
Deferred tax liabilities1	355.9		43.9		399.8
Total liabilities assumed	$	695.2	$	77.6	$	772.7

Net assets acquired:	$	3,095.2	$	642.6	$	3,737.8


(in millions)	Total			Level 1		Level 2			Level 3			(in millions)	Total		Level 1		Level 2		Level 3
Assets												Assets
Trading securities	$	12.6		$	9.6	$	3.0		$	—
Available-for-sale securities	3.2			—		3.2			—
Interest rate swaps (Notes 6 and 10)												Interest rate swaps (Notes 6 and 10)	$	133.1	$	—	$	133.1	$	—
Available-for-sale debt securities (Note 5)												Available-for-sale debt securities (Note 5)	3.0		—		3.0		—
Total	$	15.8		$	9.6	$	6.2		$	—		Total	$	136.1	$	—	$	136.1	$	—

Liabilities												Liabilities
Contingent consideration	$	(1.7	)	$	—	$	—		$	(1.7	)
Interest rate caps	(0.7		)	—		(0.7		)	—
Interest rate swaps (Notes 9 and 10)												Interest rate swaps (Notes 9 and 10)	$	12.4	$	—	$	12.4	$	—
Put option on Cost Method Investment (Note 9)												Put option on Cost Method Investment (Note 9)	11.7		—		—		11.7
Contingent consideration (Note 8)												Contingent consideration (Note 8)	2.0		—		—		2.0
Total	$	(2.4	)	$	—	$	(0.7	)	$	(1.7	)	Total	$	26.1	$	—	$	12.4	$	13.7


(in millions)	March 31, 2022		December 31, 2021
Prepaid expenses	$	155.3	$	136.2
Contract assets (Note 12)	5.6		5.2
Marketable securities (Note 4)	3.0		3.1
Other	118.5		87.1
Total other current assets	$	282.4	$	231.6


	Three Months Ended March 31,
(in millions, except per share data)	2022		2021
Income from continuing operations	$	52.3	$	117.3
Less: income from continuing operations attributable to noncontrolling interests	(3.7)		(2.7)
Income from continuing operations attributable to TransUnion	48.7		114.6
Discontinued operations, net of tax	(0.4)		13.3
Net income attributable to TransUnion	$	48.3	$	127.9

Basic Earnings Per Share:
Income from continuing operations attributable to TransUnion	$	0.25	$	0.60
Discontinued operations, net of tax	—		0.07
Net Income attributable to TransUnion	$	0.25	$	0.67

Diluted Earnings Per Share:
Income from continuing operations attributable to TransUnion	$	0.25	$	0.60
Discontinued operations, net of tax	—		0.07
Net Income attributable to TransUnion	$	0.25	$	0.66

Weighted-average shares outstanding:
Basic	192.1		190.9
Dilutive impact of stock based awards	1.1		1.6
Diluted	193.2		192.5


	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)	2022		2021		$ 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	%
Revenue:																					Revenue:
Consolidated revenue as reported																					Consolidated revenue as reported	$	921.3	$	698.9	$	222.4	31.8	%
U.S. Markets gross revenue																					U.S. Markets gross revenue	599.9		421.7		178.2		42.3	%
International gross revenue																					International gross revenue	191.2		166.3		25.0		15.0	%
Consumer Interactive gross revenue																					Consumer Interactive gross revenue	149.6		130.4		19.2		14.7	%

Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:																					Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion																					Net income attributable to TransUnion	$	48.3	$	127.9	$	(79.6)	(62.2)	%
Discontinued operations																					Discontinued operations	(0.4)		13.3		(13.7)		nm
Net income from continuing operations attributable to TransUnion																					Net income from continuing operations attributable to TransUnion	$	48.7	$	114.6	$	(65.9)	(57.5)	%
Net interest expense	20.2			20.2			—			0.1	%	61.6		59.9		1.7			2.8	%	Net interest expense	49.5		25.1		24.4		96.9	%
Provision (benefit) for income taxes	32.3			31.2			1.1			3.5	%	68.7		59.6		9.1			15.3	%
Provision for income taxes																					Provision for income taxes	24.4		23.7		0.6		2.7	%
Depreciation and amortization	59.9			63.2			(3.2		)	(5.1	)%	176.2		209.6		(33.4		)	(15.9	)%	Depreciation and amortization	128.8		89.4		39.4		44.0	%
EBITDA	181.3			155.8			25.5			16.4	%	502.6		400.2		102.4			25.6	%	EBITDA	$	251.3	$	252.9	$	(1.6)
Adjustments to EBITDA:																					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	%
Stock-based compensation(1)																					Stock-based compensation(1)	$	20.6	$	15.4	$	5.2	nm
Mergers and acquisitions, divestitures and business optimization(2)																					Mergers and acquisitions, divestitures and business optimization(2)	14.6		1.8		12.8		nm
Accelerated technology investment(3)																					Accelerated technology investment(3)	12.0		7.3		4.7		nm
Net other(4)																					Net other(4)	35.7		0.1		35.6		nm
Total adjustments to EBITDA	12.9			10.9			2.0			18.6	%	49.3		67.3		(18.0		)	(26.7	)%	Total adjustments to EBITDA	$	82.9	$	24.6	$	58.2	nm
Adjusted EBITDA⁽¹⁾	$	194.1		$	166.6		$	27.5		16.5	%	$	551.9	$	467.5	$	84.4		18.1	%
Consolidated Adjusted EBITDA																					Consolidated Adjusted EBITDA	$	334.2	$	277.5	$	56.7	20.4	%

Adjusted EBITDA:																					Adjusted EBITDA:
U.S. Markets																					U.S. Markets	$	216.7	$	176.7	$	40.0	22.6	%
International																					International	82.0		71.4		10.6		14.8	%
Consumer Interactive																					Consumer Interactive	68.9		58.5		10.4		17.8	%
Corporate																					Corporate	(33.4)		(29.1)		(4.3)		(14.7)	%
Consolidated Adjusted EBITDA																					Consolidated Adjusted EBITDA	$	334.2	$	277.5	$	56.7	20.4	%

Other metrics:																					Other metrics:
Cash provided by operating activities	$	174.7		$	126.6		$	48.1		38.0	%	$	348.9	$	276.1	$	72.8		26.4	%	Cash provided by operating activities	$	11.6	$	127.7	$	(116.1)	(90.9)	%
Capital expenditures	$	33.0		$	30.6		$	2.4		7.8	%	$	91.0	$	85.5	$	5.5		6.4	%	Capital expenditures	(58.6)		(40.7)		(17.9)		44.0	%


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



~~Delaware~~


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