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 SeptemberJune 30, 20172022
- 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 SeptemberJune 30, 2017,2022, there were 182.4192.5 million shares of TransUnion common stock outstanding.








Table of Contents
TRANSUNION
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBERJUNE 30,2017 2022
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
2031
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
3548
ITEM 4. CONTROLS AND PROCEDURES
3548
3650
ITEM 1. LEGAL PROCEEDINGS
3650
ITEM 1A. RISK FACTORS
3750
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
3751
ITEM 6. EXHIBITS
3852
3953
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)

June 30,
2022		December 31,
2021
Assets
Current assets:
Cash and cash equivalents$521.8 $1,842.4 
Trade accounts receivable, net of allowance of $11.2 and $10.7636.3 558.0 
Other current assets308.6 231.6 
Current assets of discontinued operations27.0 — 
Total current assets1,493.7 2,632.0 
Property, plant and equipment, net of accumulated depreciation and amortization of $666.3 and $625.4218.3 247.7 
Goodwill5,587.2 5,525.7 
Other intangibles, net of accumulated amortization of $2,075.1 and $1,908.93,815.1 3,770.6 
Other assets637.7 459.0 
Other assets of discontinued operations123.6 — 
Total assets$11,875.6 $12,635.0 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$281.0 $270.2 
Short-term debt and current portion of long-term debt114.6 114.6 
Other current liabilities511.6 972.2 
Current liabilities of discontinued operations8.8 — 
Total current liabilities916.0 1,357.0 
Long-term debt5,805.2 6,251.3 
Deferred taxes824.3 787.6 
Other liabilities190.8 232.9 
Other liabilities of discontinued operations0.4 — 
Total liabilities7,736.7 8,628.8 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2022 and December 31, 2021, 198.4 million and 197.4 million shares issued at June 30, 2022 and December 31, 2021, respectively, and 192.5 million shares and 191.8 million shares outstanding as of June 30, 2022 and December 31, 2021, respectively2.0 2.0 
Additional paid-in capital2,239.9 2,188.9 
Treasury stock at cost; 5.9 million and 5.6 million shares at June 30, 2022 and December 31, 2021, respectively(281.2)(252.0)
Retained earnings2,361.5 2,254.6 
Accumulated other comprehensive loss(283.5)(285.4)
Total TransUnion stockholders’ equity4,038.7 3,908.1 
Noncontrolling interests100.2 98.1 
Total stockholders’ equity4,138.9 4,006.2 
Total liabilities and stockholders’ equity$11,875.6 $12,635.0 
 September 30,
2017		 December 31,
2016
 Unaudited  
Assets   
Current assets:   
Cash and cash equivalents$253.3
 $182.2
Trade accounts receivable, net of allowance of $7.2 and $6.2318.9
 277.9
Other current assets116.8
 89.9
Total current assets689.0
 550.0
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
Other assets116.0
 97.5
Total assets$4,882.5
 $4,781.2
Liabilities and stockholders’ equity  
Current liabilities:  
Trade accounts payable$128.5
 $114.2
Short-term debt and current portion of long-term debt34.4
 50.4
Other current liabilities212.4
 208.7
Total current liabilities375.3
 373.3
Long-term debt2,352.1
 2,325.2
Deferred taxes571.1
 579.0
Other liabilities29.3
 30.7
Total liabilities3,327.8
 3,308.2
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
Additional paid-in capital1,848.7
 1,844.9
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)
Accumulated other comprehensive loss(147.9) (174.8)
Total TransUnion stockholders’ equity1,456.1
 1,362.8
Noncontrolling interests98.6
 110.2
Total stockholders’ equity1,554.7
 1,473.0
Total liabilities and stockholders’ equity$4,882.5
 $4,781.2


See accompanying notes to unaudited consolidated financial statements.

4
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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 
 June 30,		Six Months Ended 
 June 30,
2017 2016
2017
2016 2022202120222021
Revenue$498.0
 $437.6

$1,427.7

$1,269.0
Revenue$948.3 $728.2 $1,869.5 $1,427.1 
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)308.1 234.7 606.2 461.5 
Selling, general and administrative142.2
 137.1

436.0

413.7
Selling, general and administrative327.1 199.8 686.5 418.9 
Depreciation and amortization59.9
 63.2

176.2

209.6
Depreciation and amortization130.6 93.2 259.4 182.7 
Total operating expenses371.4
 341.8

1,084.5

1,057.7
Total operating expenses765.8 527.7 1,552.1 1,063.0 
Operating income126.6
 95.8

343.2

211.3
Operating income182.5 200.4 317.4 364.0 
Non-operating income and (expense)
 




Non-operating income and (expense)
Interest expense(21.7) (21.4)
(65.8)
(63.1)Interest expense(51.9)(25.6)(102.1)(51.4)
Interest income1.5
 1.2

4.2

3.2
Interest income1.2 0.9 1.9 1.5 
Earnings from equity method investments2.6
 2.3

6.3

6.2
Earnings from equity method investments3.1 2.7 6.1 5.7 
Other income and (expense), net(4.8) (2.2)
(15.6)
(19.2)Other income and (expense), net(6.4)2.2 (18.2)1.8 
Total non-operating income and (expense)(22.4) (20.1)
(70.9)
(72.9)Total non-operating income and (expense)(54.0)(19.7)(112.2)(42.3)
Income before income taxes104.2
 75.7

272.3

138.4
Income from continuing operations before income taxesIncome from continuing operations before income taxes128.5 180.7 205.2 321.8 
Provision for income taxes(32.3) (31.2)
(68.7)
(59.6)Provision for income taxes(29.2)(58.6)(53.5)(82.3)
Income from continuing operationsIncome from continuing operations99.3 122.1 151.7 239.4 
Discontinued operations, net of taxDiscontinued operations, net of tax0.3 10.8 — 24.1 
Net income71.9
 44.5

203.6

78.8
Net income99.6 132.9 151.6 263.5 
Less: net income attributable to the noncontrolling interests(3.1) (3.3)
(7.6)
(7.8)Less: net income attributable to the noncontrolling interests(4.1)(5.2)(7.7)(8.0)
Net income attributable to TransUnion$68.8

$41.2

$196.0

$71.0
Net income attributable to TransUnion$95.6 $127.6 $143.9 $255.6 



 







Earnings per share:

 







Income from continuing operationsIncome from continuing operations$99.3 $122.1 $151.7 $239.4 
Less: income from continuing operations attributable to noncontrolling interestsLess: income from continuing operations attributable to noncontrolling interests(4.1)(5.2)(7.7)(8.0)
Income from continuing operations attributable to TransUnionIncome from continuing operations attributable to TransUnion95.3 116.8 143.9 231.4 
Discontinued operations, net of taxDiscontinued operations, net of tax0.3 10.8 — 24.1 
Net income attributable to TransUnionNet income attributable to TransUnion$95.6 $127.6 $143.9 $255.6 
Basic earnings per common share from:Basic earnings per common share from:
Income from continuing operations attributable to TransUnionIncome from continuing operations attributable to TransUnion$0.49 $0.61 $0.75 $1.21 
Discontinued operations, net of taxDiscontinued operations, net of tax— 0.06 — 0.13 
Net Income attributable to TransUnionNet Income attributable to TransUnion$0.50 $0.67 $0.75 $1.34 
Diluted earnings per common share from:Diluted earnings per common share from:
Income from continuing operations attributable to TransUnionIncome from continuing operations attributable to TransUnion$0.49 $0.61 $0.75 $1.20 
Discontinued operations, net of taxDiscontinued operations, net of tax— 0.06 — 0.13 
Net Income attributable to TransUnionNet Income attributable to TransUnion$0.49 $0.66 $0.75 $1.33 
Weighted-average shares outstanding:Weighted-average shares outstanding:
Basic$0.38
 $0.23

$1.08

$0.39
Basic192.5 191.4 192.3 191.2 
Diluted$0.36
 $0.22

$1.03

$0.39
Diluted193.1 192.8 193.1 192.8 



 







Weighted average shares outstanding:

 







Basic182.2
 182.7

182.3

182.5
Diluted189.2
 184.8

189.8

184.4
See accompanying notes to unaudited consolidated financial statements.

5

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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in millions)
 
Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,		Three Months Ended 
 June 30,		Six Months Ended June 30,
2017 2016 2017 2016 2022202120222021
Net income$71.9
 $44.5
 $203.6
 $78.8
Net income$99.6 $132.9 $151.6 $263.5 
Other comprehensive income:       
Other comprehensive income (loss):Other comprehensive income (loss):
Foreign currency translation:        Foreign currency translation:
Foreign currency translation adjustment1.8
 19.5
 28.2
 49.6
 Foreign currency translation adjustment(135.7)15.2 (142.3)4.3 
(Expense) benefit for income taxes(0.2) (1.7) (0.6) 1.4
Benefit for income taxes Benefit for income taxes(0.6)(0.3)(0.6)— 
Foreign currency translation, net1.6
 17.8
 27.6
 51.0
 Foreign currency translation, net(136.3)14.9 (142.9)4.3 
Hedge instruments:        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
Net change on interest rate swap Net change on interest rate swap47.8 4.8 190.9 33.1 
Expense for income taxes Expense for income taxes(11.9)(1.2)(47.7)(8.2)
Hedge instruments, net0.5
 0.4
 0.6
 (21.4) Hedge instruments, net35.9 3.6 143.2 24.9 
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) gain0.1 0.1 0.1 0.1 
Provision for income taxes Provision for income taxes— — — — 
Available-for-sale securities, net—
 —
 (0.1) —
 Available-for-sale securities, net0.1 0.1 0.1 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
Total other comprehensive income (loss), net of taxTotal other comprehensive income (loss), net of tax(100.3)18.6 0.4 29.3 
Comprehensive income (loss)Comprehensive income (loss)(0.7)151.5 152.0 292.8 
Less: comprehensive income attributable to noncontrolling interests(2.0) (5.6) (8.8) (14.5)Less: comprehensive income attributable to noncontrolling interests(2.5)(5.4)(6.2)(7.1)
Comprehensive income attributable to TransUnion$72.0
 $57.1
 $222.9
 $93.9
Comprehensive income (loss) attributable to TransUnionComprehensive income (loss) attributable to TransUnion$(3.2)$146.1 $145.8 $285.7 
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,		Six Months Ended June 30,
2017
201620222021
Cash flows from operating activities:


Cash flows from operating activities:
Net income$203.6

$78.8
Net income$151.6 $263.5 
Less: Discontinued operations, net of taxLess: Discontinued operations, net of tax— (24.1)
Income from continuing operationsIncome from continuing operations151.7 239.4 
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 amortization259.4 182.7 
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)
Loss on repayment of loansLoss on repayment of loans6.5 0.5 
Deferred taxes(14.1)
(13.3)Deferred taxes(32.6)21.8 
Amortization of discount and deferred financing fees2.0

2.4
Stock-based compensation23.1

14.6
Stock-based compensation42.3 32.7 
Provision for losses on trade accounts receivable3.3

3.3
Provision for losses on trade accounts receivable2.3 (1.0)
Other(2.1)
(1.4)Other11.2 3.3 
Changes in assets and liabilities:


Changes in assets and liabilities:
Trade accounts receivable(40.1)
(34.2)Trade accounts receivable(61.0)(55.8)
Other current and long-term assets(37.8)
(5.8)Other current and long-term assets(40.2)(33.5)
Trade accounts payable10.2

(1.5)Trade accounts payable6.4 11.0 
Other current and long-term liabilities19.1

22.5
Other current and long-term liabilities(461.4)(53.4)
Cash provided by operating activities348.9

276.1
Cash (used in) provided by operating activities of continuing operationsCash (used in) provided by operating activities of continuing operations(115.4)347.7 
Cash provided by operating activities of discontinued operationsCash provided by operating activities of discontinued operations0.2 32.8 
Cash (used in) provided by operating activitiesCash (used in) provided by operating activities(115.2)380.5 
Cash flows from investing activities:


Cash flows from investing activities:
Capital expenditures(91.0)
(85.5)Capital expenditures(121.3)(93.2)
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 investments42.5 4.1 
Purchases of other investments(42.1)
(31.7)Purchases of other investments(76.3)(21.1)
Acquisitions and purchases of noncontrolling interests, net of cash acquired(70.7)
(345.5)
Acquisition-related deposits(1.0)
(6.2)
Investments in consolidated affiliates, net of cash acquiredInvestments in consolidated affiliates, net of cash acquired(504.0)— 
Investments in nonconsolidated affiliates and purchase of convertible notesInvestments in nonconsolidated affiliates and purchase of convertible notes(14.8)(31.4)
Other0.3

(3.5)Other(2.3)(0.6)
Cash used in investing activities of continuing operationsCash used in investing activities of continuing operations(676.2)(142.2)
Cash used in investing activities of discontinued operationsCash used in investing activities of discontinued operations(0.7)(3.9)
Cash used in investing activities(149.2)
(441.8)Cash used in investing activities(676.9)(146.1)
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(457.3)(113.3)
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 options8.9 11.1 
Treasury stock purchased(133.5)
—
Excess tax benefit—

3.9
Dividends to shareholdersDividends to shareholders(37.2)(33.3)
Employee taxes paid on restricted stock units recorded as treasury stockEmployee taxes paid on restricted stock units recorded as treasury stock(29.2)(34.0)
Payment of contingent considerationPayment of contingent consideration(2.8)(32.4)
Distributions to noncontrolling interests(3.1)
(3.3)Distributions to noncontrolling interests(4.2)(0.6)
Payment of contingent obligation(10.4)
(0.3)
Cash (used in) provided by financing activities(129.1)
168.3
Cash used in financing activities of continuing operationsCash used in financing activities of continuing operations(521.8)(202.5)
Cash used in financing activities of discontinued operationsCash used in financing activities of discontinued operations— — 
Cash used in financing activitiesCash used in financing activities(521.8)(202.5)
Effect of exchange rate changes on cash and cash equivalents0.5

2.1
Effect of exchange rate changes on cash and cash equivalents(6.7)1.1 
Net change in cash and cash equivalents71.1

4.7
Net change in cash and cash equivalents(1,320.6)33.0 
Cash and cash equivalents, beginning of period182.2

133.2
Cash and cash equivalents, beginning of period1,842.4 492.7 
Cash and cash equivalents, end of period$253.3

$137.9
Cash and cash equivalents, end of period$521.8 $525.7 
See accompanying notes to unaudited consolidated financial statements.

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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, 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 (loss)— — — — — 11.7 (1.0)10.7 
Stock-based compensation— — 17.0 — — — — 17.0 
Employee share purchase plan0.1 — 10.7 — — — — 10.7 
Exercise of stock options0.1 — 1.0 — — — — 1.0 
Vesting of restricted stock units0.9 — — — — — — — 
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 
Net income— — — — 127.6 — 5.2 132.9 
Other comprehensive income— — — — — 18.5 0.1 18.6 
Distributions to noncontrolling interests— — — — — — (0.6)(0.6)
Stock-based compensation— — 15.9 — — — — 15.9 
Exercise of stock options0.2 — 1.0 — — — — 1.0 
Vesting of restricted stock units0.1 — — — — — — — 
Treasury stock purchased(0.1)— — (5.4)— — — (5.4)
Dividends to shareholders— — — — (18.4)— — (18.4)
Other— — — — — — 0.5 0.5 
Balance, June 30, 2021191.5 $2.0 $2,133.7 $(249.2)$1,160.1 $(241.9)$102.9 $2,907.6 
  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, 2021191.8 $2.0 $2,188.9 $(252.0)$2,254.6 $(285.4)$98.1 $4,006.2 
Net income— — — — 48.3 — 3.7 52.0 
Other comprehensive income— — — — — 100.7 (0.1)100.6 
Stock-based compensation— — 20.1 — — — — 20.1 
Employee share purchase plan0.1 — 10.0 — — — — 10.0 
Exercise of stock options— — 0.2 — — — — 0.2 
Vesting of restricted stock units0.8 — — — — — — — 
Treasury stock purchased(0.3)— — (28.7)— — — (28.7)
Dividends to shareholders— — — — (18.4)— — (18.4)
Balance, March 31, 2022192.4 $2.0 $2,219.2 $(280.8)$2,284.5 $(184.7)$101.7 $4,141.9 
Net income— — — — 95.6 — 4.1 99.6 
Other comprehensive income— — — — — (98.8)(1.5)(100.3)
Distributions to noncontrolling interests— — — — — — (4.1)(4.1)
Stock-based compensation— — 20.5 — — — — 20.5 
Exercise of stock options0.1 — 0.2 — — — — 0.2 
Vesting of restricted stock units— — — — — — — — 
Treasury stock purchased— — — (0.4)— — — (0.4)
Dividends to shareholders— — — — (18.6)— — (18.6)
Balance, June 30, 2022192.5 $2.0 $2,239.9 $(281.2)$2,361.5 $(283.5)$100.2 $4,138.9 
See accompanying notes to unaudited consolidated financial statements.

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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. These2022. 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, 2016,2021, filed with the Securities and Exchange Commission (“SEC”) on February 15, 2017.22, 2022.
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 and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
Impact of COVID-19 on Our Financial Statements
Given ongoing uncertainty and the unpredictable nature of the COVID-19 pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have been evaluated by managementa material and when appropriate, recognized or disclosedadverse impact on various aspects of our business in the financial statements or notes to thefuture, including our consolidated financial statements.
Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic 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.
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The following is a rollforward of the allowance for doubtful accounts for the periods presented:
 Six Months Ended June 30,
20222021
Beginning Balance$10.7 $17.1 
Provision for losses on trade accounts receivable2.3 (1.0)
Write-offs, net of recovered accounts(1.8)(2.8)
Ending balance$11.2 $13.3 
Long-Lived Assets and Goodwill
We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods.
The increase in other intangibles, net of accumulated amortization, as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary fair value estimate of intangible assets from our recent acquisition as discussed in Note 2, “Acquisitions”, and $97.7 million of expenditures for the development of internal use software, partially offset by $205.4 million of amortization expense and a decrease due to the cumulative translation adjustment of our foreign entities long-lived assets resulting from changes to foreign exchange rates between periods.
The increase in goodwill as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary estimate of goodwill from our recent acquisition and measurement period adjustments for our 2021 acquisitions as discussed in Note 2, “Acquisitions,” partially offset by a decrease due to the cumulative translation adjustments of our foreign entities goodwill resulting from changes to foreign exchange rates between periods.
The offset to the translation adjustments are included in accumulated other comprehensive loss on our balance sheet.
Recently Adopted Accounting Pronouncements
On March 30, 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of theThere are no recent accounting for share-based payment award transactions, including income tax consequences, classification of awards, and classification on the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein. The provisions in the new guidance related to income taxespronouncements that impacted us werehave been adopted prospectively. As a result of this guidance, beginning January 1, 2017, we record excess tax benefits as a reduction to income tax expense and reflect excess tax benefits as operating cash flows. Depending on the exercise pattern of our remaining outstanding options, and the value of our stock on the exercise dates of our stock options and vest dates of our restricted stock units relative to the corresponding fair value of those awards on their grant dates, there could be a material impact on our future income tax expense.by TransUnion.
Recent Accounting Pronouncements Not Yet Adopted
On May 28, 2014,There are no recent accounting pronouncements that have an impact on TransUnion.
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2. Business Acquisitions
The following transactions were accounted for as business combinations under the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). During 2016,acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination generally be recognized at their fair values as of the FASB issued several additional ASU's related to revenue recognition. This series of comprehensive guidance will replace all existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. We will adopt this standard beginning January 1, 2018, and will use the modified retrospective approach, with the cumulative effect recognized in the opening balance of retained earnings.
We have categorized our various contract revenue streams in alignment with the new standard. We are in the process of finalizing our review of contracts and have applied the five-step model specified by the new guidance.acquisition date. The five-step model includes: (1) determination of whether a contract, an agreement between two or more parties that creates legally enforceable rightsfair value requires management to make significant estimates and obligations, exists; (2) identificationassumptions. The excess of the performance obligations inpurchase price over the contract; (3) determinationfair value of the transaction price; (4) allocationacquired net assets has been recorded as goodwill. The results of the transaction price to the performance obligationsoperations of these acquisitions are included 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 from the respective dates of acquisition.
2022 Acquisitions
Verisk Financial Services
On April 8, 2022, we completed our acquisition of Verisk Financial Services (“VF”), the financial services business unit of Verisk Analytics, Inc., pursuant to a Stock Purchase Agreement dated as of February 21, 2022 (the “VF Agreement”), by and disclosuresbetween Trans Union LLC and prepareVerisk Analytics, Inc. We acquired 100% of the outstanding equity interest of the entities that comprise VF for $508.0 million, which was funded by cash on hand and is subject to certain customary purchase price adjustments as set forth in the VF Agreement. We are retaining the leading core businesses of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), and intend to divest the remaining non-core businesses.
Argus is relied upon by leading financial institutions, payments providers, and retailers worldwide for competitive studies, predictive analytics, models, and advisory services to provide a clear perspective on where their business stands today and to best position them for success in the future. We leverage the data provider consortia and proprietary and differentiated benchmarking datasets of these entities to provide more enhanced and holistic solution capabilities to our customers to make better and faster decisions that will help them increase financial inclusion, acquire new accounts, and improve fraud prevention, risk management, and other solutions.
We engaged in business activities with VF prior to the acquisition that were not material. The results of operations of Argus subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included in the U.S. Markets segment. The pro forma effects of this acquisition are not significant to the Company's reported financial results for any period presented. Accordingly, no pro forma financial statements have been presented herein. We have classified the net assets acquired of the non-core businesses as held-for-sale as of the date of acquisition and the results of operations of those businesses are presented as discontinued operations from the date of acquisition.
Acquisition Costs
We recognized transaction costs related to the acquisition of $7.7 million and $11.7 million for the adoptionthree and six months ended June 30, 2022, respectively, which we have recorded within other income and expense.
Purchase Price Allocation
The purchase price for this acquisition is preliminary, pending final customary purchase price adjustments. The valuation of the standardassets acquired and liabilities assumed has not yet been finalized as of June 30, 2022. The purchase price allocation is preliminary and subject to change, including the allocation of value to the net assets held for sale, the valuation of intangible assets, income taxes and goodwill, among other items, and will be finalized as the information necessary to complete the analyses is obtained. We expect to complete this analysis within one year from the acquisition date.
The fair values assigned to assets acquired and liabilities assumed as of June 30, 2022, are based on January 1, 2018, including readying our internal processesmanagement’s best estimates and control environment for new requirements, particularly around enhanced disclosures. At this point,assumptions as of the reporting date and are considered preliminary pending finalization of the valuation analysis. Further, we have not identified anythingyet allocated goodwill to reporting units.
The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed as of April 8, 2022, the date of acquisition.
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April 8, 2022
(in millions)VF
Purchase price:$508.0 
Assets acquired:
Cash and cash equivalents$4.0 
Trade accounts receivable27.3 
Other current assets2.6 
Current assets of discontinued operations15.5 
Total current assets$49.4 
Property, plant and equipment2.1 
Goodwill1
149.2 
Other intangibles220.0 
Other assets34.9 
Other assets of discontinued operations127.7 
Total assets acquired$583.3 
Liabilities assumed:
Trade accounts payable$3.0 
Other current liabilities14.8 
Current liabilities of discontinued operations7.3 
Total current liabilities$25.1 
Deferred taxes44.7 
Other liabilities4.5 
Other liabilities of discontinued operations1.0 
Total liabilities assumed$75.3 
Net assets acquired$508.0 
(1) For tax purposes, we estimate that $46.8 million of the goodwill, which originated from previous acquisitions of VF, is tax deductible.
2021 Acquisitions
Neustar
On December 1, 2021, we completed the acquisition of Neustar, Inc. (“Neustar”). We acquired 100% of the equity interests of Neustar for $3,099.7 million in cash, including final purchase price adjustments. as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Incremental Term B-6 Loan, which closed concurrently with the closing of the transaction. See Note 10, “Debt,” for additional information about our Incremental Term B-6 Loan. There was no contingent consideration resulting from this transaction.
Neustar, a premier identity resolution company with leading solutions in Marketing, Risk and Communications, enables customers to build connected consumer experiences by combining decision analytics with real-time identity resolution services driven by its OneID platform. The acquisition of Neustar provides immediate scale to our identity resolution services through Neustar’s large, well-established customer base, accelerates the future growth of our identity-based solutions and expands our powerful digital identity capabilities through the addition of distinctive data and analytics, enabling consumers and businesses to transact online with greater confidence.
We engaged in business activities with Neustar prior to the acquisition that were not material. The results of operations of Neustar subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included in the U.S. Markets segment.


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Sontiq
On December 1, 2021, we completed the acquisition of Sontiq, Inc. (“Sontiq”). We acquired 100% of the equity interests of Sontiq for $642.6 million in cash, including final purchase price adjustments as set forth in the purchase agreement. The acquisition was funded primarily with the proceeds from the issuance of our Second Lien Term Loan, which closed concurrently with the closing of the transaction. The Second Lien Term Loan was repaid in full prior to December 31, 2021.
Sontiq provides solutions including identity monitoring, restoration, and response products and services to help empower consumers and businesses to proactively protect against identity theft and cyber threats. The acquisition of Sontiq provides access to an attractive new base of customers and consumers through a highly recurring subscription-based revenue model and also complements and expands our Consumer Interactive solutions portfolio by providing valuable identity protection services for consumers. Sontiq’s identity security monitoring products incorporate our credit data, are highly complementary to our capabilities and are expected to significantly increase our opportunities for growth.
The results of operations of Sontiq subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included within the Consumer Interactive segment.
Purchase Price Allocations
The purchase price for each acquisition has now been finalized. The valuations of the assets acquired and liabilities assumed have not yet been finalized as of June 30, 2022. The purchase price allocations are preliminary and subject to change, including the valuation of intangible assets, income taxes and goodwill, among other items. The purchase price allocations for each of the acquisitions will be finalized as the information necessary to complete the analyses is obtained. We expect to complete each analysis within one year from the acquisition date.
The fair values assigned to assets acquired and liabilities assumed as of June 30, 2022 are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of the valuation analysis. Further, we have not yet allocated goodwill to reporting units.
The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed, inclusive of measurement period adjustments:
December 1, 2021
(in millions)NeustarSontiqTotal
Purchase price1:
$3,099.7 $642.6 $3,742.3 
Assets acquired:
Cash and cash equivalents$122.7 $17.8 $140.4 
Trade accounts receivable118.7 10.3 129.0 
Other current assets24.4 1.5 25.9 
Total current assets$265.8 $29.6 $295.3 
Property, plant and equipment42.1 5.2 47.3 
Goodwill1,2
1,886.6 445.9 2,332.5 
Other intangibles1,510.0 237.2 1,747.2 
Other assets88.8 2.6 91.3 
Total assets acquired$3,793.3 $720.4 $4,513.6 
Liabilities assumed:
Accounts payable$29.1 $7.6 $36.7 
Other current liabilities209.4 23.9 233.4 
Total current liabilities$238.5 $31.5 $270.0 
Deferred taxes1
353.3 43.8 397.2 
Other liabilities101.7 2.4 104.1 
Total liabilities assumed$693.6 $77.8 $771.4 
Net assets acquired$3,099.7 $642.6 $3,742.3 
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(1) During the six months ended June 30, 2022, we reduced the purchase price for Neustar by $6.9 million to reflect the final purchase price adjustments. The impact of these adjustments resulted in a decrease to goodwill of $13.7 million, a decrease in deferred tax liabilities of $11.8 million and other insignificant changes.
(2) For tax purposes, we estimate that $326.6 million of the goodwill, which originated from previous acquisitions of Neustar and Sontiq, is tax deductible.
Identifiable Intangible Assets and Goodwill
Identifiable Intangible Assets
The following table sets forth the components of identifiable intangible assets acquired, inclusive of measurement period adjustments, and the weighted average amortization period as of the acquisition date:
April 8, 2022December 1, 2021
ArgusNeustarSontiq
(dollars in millions)Fair ValueWeighted-Average Amortization PeriodFair ValueWeighted-Average Amortization PeriodFair ValueWeighted-Average Amortization Period
Customer related assets$189.0 18 years$1,180.0 18 years$183.3 17 years
Technology and software22.0 7 years320.0 10 years49.7 10 years
Trade names and trademarks2.0 1 year10.0 1 year1.5 1 year
Non-compete agreements— — — 2.7 2 years
Total identifiable intangible assets$213.0 17 years$1,510.0 16 years$237.2 15 years
In determining the fair value of the identifiable intangible assets, we utilized various forms of the income approach, depending on the asset being valued. The estimation of fair value requires significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Other inputs included historical data, current and anticipated market conditions, and growth rates.
The intangible assets were valued using the following valuation approaches:
Customer related assets
We valued customer related assets using the multi-period excess-earnings method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include customer attrition rates, EBITDA margins, and discount rates.
Technology and software
We valued the developed technology using the relief-from-royalty method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include the royalty rate, economic depreciation factors, and discount rates.
Other identifiable intangible assets
Other identifiable intangible assets include trade names and trademarks and non-compete agreements for key employees, which are not material. Trade names and trademarks were valued using the relief-from-royalty method, and non-compete agreements were valued using the lost income method.
Goodwill
We recorded the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. The purchase price of each acquisition exceeded the fair value estimate of the net assets acquired primarily due to expected future revenue growth opportunities, synergies, operating efficiencies and the assembled workforce. The acquisition of Argus provides proprietary competitive portfolio performance insights sourced from a consortium of financial institutions that, when combined with TransUnion’s authoritative datasets, is expected to allow us to better serve consortium members by providing enhanced insights and solutions. The acquisition of Neustar is expected to accelerate growth through both material revenue synergies and increased participation in the fast-growing digital marketing and identity verification marketplaces. The acquisition of Sontiq is expected to result in a more comprehensive set of offerings which are expected to significantly increase growth opportunities for the Company.
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3. Discontinued Operations
Non-core businesses from the VF acquisition
As discussed in Note 2, “Business Acquisitions,” on April 8, 2022, we completed the acquisition of VF, including several businesses that we believe willintend to divest within a year of the date of acquisition. We have

a material impact on how we record revenue, but our conclusions will continue to evolve classified the net assets of these businesses as we finalize our contract reviewsheld for sale and evaluation. The FASB has issued, and may issuethe results of operations as discontinued operations, net of tax, in the future, interpretative guidance, which may impactconsolidated statements of income.
Healthcare business
On December 17, 2021, we completed the sale of our evaluation.
Healthcare business for total consideration of $1,706.4 million in cash, including a $0.5 million true-up to our estimate of net working capital recorded in three and six months ended June 30, 2022. The after-tax net proceeds were approximately $1.4 billion. The terms and conditions of the transaction are set forth in the Stock Purchase Agreement dated as of October 26, 2021, by and between Trans Union LLC and nThrive, Inc. (“nThrive”). We believealso entered into a transition services agreement (“TSA”) that we are following an appropriate timelinerequires Trans Union LLC to allowprovide certain administrative and operational services to nThrive on a transitional basis for proper revenue recognition, presentationgenerally up to 24 months. This agreement is not material and disclosuresdoes not confer upon adoptionus the ability to influence the operating or financial policies of this new standard on January 1, 2018.
On January 5, 2016,nThrive subsequent to 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 improveclosing date. Income generated from the recognition and measurement of financial instruments. Among other things, the ASU requires equity investments (except those accounted forservices provided under the equity methodTSA has been recorded in other income and (expense), net in the consolidated statements of accounting,income. As the transaction closed on December 17, 2021, there are no assets or those that result in consolidationliabilities 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 haveHealthcare business 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,balance sheet as of June 30, 2022 and right-of-use asset, which is an asset that represents the right to use, or control the useDecember 31, 2021. The results 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. Weoperations of our Healthcare business 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): Measurementincluded as discontinued operations, net of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim period therein. We are currently assessing the impact this guidance will have on our consolidated financial statements.
On August 26, 2016 the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the diversity in how certain cash receipts and cash payments are presented and classifiedtax, in the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated statements of cash flows.income.
On August 28, 2017,Income from discontinued operations
The income from discontinued operations, net of tax reflected in the FASB issued ASU No. 2017-12, Derivativestable below for the three and Hedging (Topic 815): Targeted Improvementssix months ended June 30, 2022 are related to Accountingthe non-core businesses from the VF acquisition as well as an incremental gain on sale of discontinued operations, net of tax, resulting from the final net working capital adjustment related to our Healthcare business. The results reflected for Hedging Activities. The new standard is intendedthree and six months ended June 30, 2021 are exclusively attributed to improve and simplify accounting rules around hedge accounting. The guidance is effective for annual reporting periods beginning afterthe Healthcare business that we disposed of in December 15, 2018, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements.of 2021:
Three Months Ended June 30,Six Months Ended
June 30,
(in millions)2022202120222021
Revenue$10.9 $46.0 $10.9 $92.4 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)4.4 15.6 4.7 32.0 
Selling, general and administrative4.7 8.2 4.6 16.3 
Depreciation and amortization— 5.2 — 10.0 
Total operating expenses$9.1 $29.0 $9.3 $58.3 
Operating income of discontinued operations1.8 17.0 1.6 34.1 
Non-operating income and (expense)(1.9)(2.4)(2.2)(2.4)
(Loss) income before income taxes from discontinued operations$(0.1)$14.7 $(0.6)$31.8 
(Provision) benefit for income taxes(0.1)(3.9)— (7.7)
Gain on sale of discontinued operations, net of tax0.5 — 0.5 — 
Income from discontinued operations, net of tax$0.3 $10.8 $— $24.1 
2.
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4. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of SeptemberJune 30, 2017:
2022:
(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
 —
Interest rate swaps (Notes 6 and 10)Interest rate swaps (Notes 6 and 10)$168.8 $— $168.8 $— 
Available-for-sale marketable securities (Note 5)Available-for-sale marketable securities (Note 5)3.1 — 3.1 — 
Total $15.8
 $9.6
 $6.2
 $—
Total$171.9 $— $171.9 $— 
        
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)$0.3 $— $0.3 $— 
Put option on Cost Method Investment (Note 9)Put option on Cost Method Investment (Note 9)10.0 — — 10.0 
Total $(2.4) $—
 $(0.7) $(1.7)Total$10.3 $— $0.3 $10.0 
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, 2021:
(in millions)TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 6 and 10)$12.1 $— $12.1 $— 
Available-for-sale marketable securities (Note 5)3.1 — 3.1 — 
Total$15.2 $— $15.2 $— 
Liabilities
Interest rate swaps (Notes 9 and 10)$34.5 $— $34.5 $— 
Put option on Cost Method Investment (Note 9)11.9 — — 11.9 
Contingent consideration (Note 8)16.8 — — 16.8 
Total$63.2 $— $34.5 $28.7 
Level 2 instruments consist of pooled separate accounts,interest rate swaps and available-for-sale 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. Foreign exchange-traded corporate bonds are available-for-

sale securities valued at their current quoted prices. These securities mature between 2027 and 2033.bonds. 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 8,10, “Debt,” for additional information regardingthere are two tranches of interest rate caps.
swaps that we entered into in 2020. As of June 30, 2022, one of those tranches is in an asset position, and the other is in a liability position. Foreign exchange-traded corporate bonds are available-for-sale marketable securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on tradingavailable-for-sale marketable securities, which are included in net income, while unrealized gains and losses on available-for-sale securitiesnot material, 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 of contingent obligationsconsideration related to companiesa Cost Method investment we have acquired with remaining maximum payouts totaling $15.7 million. These obligations arein 2021 and a put option on the same Cost Method investment, and a contingent upon meeting certain quantitative or qualitative performance metrics through 2018 and are included in other current liabilities and other liabilities on our balance sheet.consideration obligation of an acquisition made by Neustar prior to the date we acquired Neustar. During the first quarter of 2022, we paid $14.8 million of contingent consideration obligation related to the Cost Method investment. The fair valuesput option allows the owner of the obligations are determined based on an income approach, using management’s expectations including future expected earningsother shares to compel TransUnion to purchase their remaining shares, subject to the fulfillment of the acquired entities. We assess thecertain conditions. The fair value of these obligations each reportingthe put option is determined using a Monte Carlo analysis with assumptions that include revenue projections, volatility rates, discount rates and the option period, with any changes reflected as gains or losses in selling, general and administrative expenses in the consolidated statements of income.among others. During the three and nine months ended September 30, 2017,second quarter of 2022, we recorded expensespaid $2.8 million of $0.4 million and $0.2 million, respectively,contingent consideration obligation of Neustar as a resultdiscussed above.
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3.5. Other Current Assets
Other current assets consisted of the following:
(in millions) September 30, 
 2017		 
December 31,
2016
Prepaid expenses $49.8
 $43.9
Miscellaneous receivables 17.2
 0.1
CFPB escrow deposit 13.9
 —
Income taxes receivable 12.4
 5.4
Other investments 11.1
 29.5
Marketable securities 3.2
 3.3
Deferred financing fees 0.6
 0.5
Other 8.6
 7.2
Total other current assets $116.8
 $89.9
Miscellaneous receivables consist of amounts receivable from settlements and certain legal claims.
(in millions)June 30, 2022December 31, 2021
Prepaid expenses$167.7 $136.2 
Contract assets (Note 12)6.1 5.2 
Marketable securities (Note 4)3.1 3.1 
Other131.7 87.1 
Total other current assets$308.6 $231.6 
Other includes other investments includein non-negotiable certificates of deposit that are recorded at their carrying value.value, which approximates fair value, and which was the primary reason for the increase in other.
4.6. Other Assets
Other assets consisted of the following:
(in millions)June 30, 2022December 31, 2021
Investments in affiliated companies (Note 7)$264.4 $240.5 
Right-of-use lease assets141.2 145.1 
Interest rate swaps (Notes 4, 9 and 10)168.8 12.1 
Other63.3 61.3 
Total other assets$637.7 $459.0 
The increase in the interest rate swaps asset was due primarily to changes in the forward LIBOR curve during the period.
(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.

5.7. Investments in Affiliated Companies
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, credit scoring and credit monitoring services.ours.
We use 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 adjustWe have elected to account for our investment in a limited partnership, which is not material, using the carryingnet asset value if we determine that an other-than-temporary impairment has occurred. There were no other-than-temporary impairmentsfair value practical expedient. Gains and losses on this investment, which are not material, are included in other income and expense in the consolidated statements of investments in affiliated companies during the three and nine months ended September 30, 2017 or 2016.income.
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Investments in affiliated companies consisted of the following:
(in millions)June 30, 2022December 31, 2021
Equity Method investments$42.5 $46.1 
Cost Method investments219.4 192.6 
Limited Partnership investment2.5 1.8 
Total investments in affiliated companies (Note 6)$264.4 $240.5 
(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
These balances are included in other assets in the consolidated balance sheets.
The increase in cost method investmentsCost Method Investment at June 30, 2022 compared with December 31, 2021 was due primarily to a Cost Method Investment acquired as part of our VF acquisition. There are call and put options associated with one of our Cost Method Investments that are exercisable in 2024 and 2025, subject to certain restrictions. The carrying value of the call option is dueincluded in other assets on our balance sheet. The fair value of the put option is included in other liabilities on our balance sheet, and is adjusted to an acquisition made infair value at each reporting date. See Note 4, “Fair Value,” and Note 9, “Other Liabilities,” for additional information about the third quarter of 2017.contingent consideration and put option.
Earnings from equity method investments, which are includedincluded in other non-operating income and expense, and dividends received from equity method investments consisted of the following:
Three Months Ended 
 June 30,		Six Months Ended 
 June 30,
(in millions)2022202120222021
Earnings from equity method investments (Note 15)$3.1 $2.7 $6.1 $5.7 
Dividends received from equity method investments$10.1 $7.4 $10.6 $8.0 
  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.

6.8. 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)June 30, 2022December 31, 2021
Accrued payroll and employee benefits$154.3 $279.9 
Deferred revenue (Note 12)128.3 133.6 
Accrued legal and regulatory (Note 16)113.0 85.6 
Operating lease liabilities36.0 38.4 
Income taxes payable15.6 351.1 
Contingent consideration (Note 4)— 16.8 
Other64.4 66.8 
Total other current liabilities$511.6 $972.2 
Contingent consideration decreased $14.9 million from year endThe decrease in accrued payroll was due primarily to the payment of accrued bonuses during the first quarter of 2022 that were earned in 2021. The increase in accrued legal and regulatory was due primarily to an increase of our estimated liabilities for certain legal and regulatory expenses. The decrease in income taxes payable was primarily due to payments made under various contingent consideration clausesthe taxes due on the gain on the sale of contracts we have entered into to acquire businesses. See Note 2, “Fair Value,” for additional information related to these contingent consideration obligations.our Healthcare business that were paid in the second quarter of 2022.
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9. Other Liabilities
Other liabilities consisted of the following:
(in millions)June 30, 2022December 31, 2021
Operating lease liabilities$115.4 $119.1 
Unrecognized tax benefits, net of indirect tax effects (Note 14)42.1 40.7 
Put option on Cost Method Investment (Note 4)10.0 11.9 
Deferred revenue (Note 12)6.8 6.5 
Interest rate swaps (Notes 4, 6 and 10)0.3 34.5 
Other16.2 20.2 
Total other liabilities$190.8 $232.9 
(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.

8.10. 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) 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
(in millions)June 30, 2022December 31, 2021
Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (3.92% at June 30, 2022, and 2.75% at December 31, 2021), net of original issue discount and deferred financing fees of $6.2 million and $35.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $7.7 million and $43.1 million, respectively, at December 31, 2021$2,643.3 $3,049.2 
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 (3.42% at June 30, 2022, and 1.85% at December 31, 2021), net of original issue discount and deferred financing fees of $2.9 million and $7.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $3.2 million and $7.7 million, respectively, at December 31, 20212,215.2 2,227.1 
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 (3.17% at June 30, 2022, and 1.35% at December 31, 2021), net of original issue discount and deferred financing fees of $1.6 million and $1.0 million, respectively, at June 30, 2022, and original issue discount and deferred financing fees of $1.9 million and $1.2 million, respectively, at December 31, 20211,061.2 1,089.4 
Senior Secured Revolving Credit Facility— — 
Finance leases0.1 0.2 
Total debt5,919.8 6,365.9 
Less short-term debt and current portion of long-term debt(114.6)(114.6)
Total long-term debt$5,805.2 $6,251.3 
Senior Secured Credit Facility
On June 15, 2010, we entered into a senior secured credit facilitySenior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan A, theB-6, Senior Secured Term Loan B,B-5, Senior Secured Term Loan A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Line of Credit.Credit Facility.
On August 9, 2017,December 1, 2021, we refinanced and amendedentered into an agreement to amend certain provisions of the Senior Secured Credit Facility and exercise our senior secured credit facility. Amendmentsright to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the incremental loan on the Senior Secured Credit Facility were used to fund the acquisition of Neustar.
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During the six months ended June 30, 2022, we prepaid $400.0 million of our Senior Secured Term Loan B includedB-6, 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 $6.5 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 January 31, 2017,June 30, 2022, 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 no 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 sum of the greater of an additional $675.0$1,000.0 million and 100% of 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.
With certain exceptions, the senior secured credit facilitySenior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The senior secured credit facilitySenior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such testmeasurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of SeptemberJune 30, 2017,2022, we were in compliance with all debt covenants.
Interest Rate Hedging
On December 18, 2015,23, 2021, we entered into new interest rate capswap agreements with various counter-partiescounterparties that effectively capfix our LIBOR exposure on a portion of our existing senior secured term loansSenior Secured Term Loan or similar replacement debt at 0.75% beginning June 30, 2016.debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,592.0 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 capswap agreements as cash flow hedges.
On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The first swap required 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 commenced 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 counterparties 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 $1,491.4$1,380.0 million, and will decreasedecreasing each quarter until the second agreement terminates on JuneDecember 30, 2020. In July 2016, we began2022. 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 various counter-parties a fixedvariable rate on the outstanding notional amounts of between 0.98% and 0.994% and receive payments to the extent LIBOR exceeds 0.75%.our loans. We have designated these swap agreements as cash flow hedges.
The interest rate caps are recorded on the balance sheet at fair value. The effective portion of changeschange in the fair value of the interest rate cap agreementsour hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income. 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 gaingains of $0.5$47.8 million and $0.4($35.9 million, net of tax,tax) and $190.9 million ($143.2 million, net of tax) for the three and six months ended June 30, 2022, respectively, recorded in other comprehensive income for three and nine months ended September 30, 2017, respectively.income. The effective portion of thenet change in the fair value of the capsswaps resulted in an unrealized lossgains of $0.2$4.8 million and $21.7($3.6 million, net of tax,tax) and $33.1 million ($24.9 million, net of tax) for the three and six months ended June 30, 2021, respectively, 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 interestincome. 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 expiringswaps in the three and ninesix months ended SeptemberJune 30, 20172022 was $0.8$8.6 million ($6.5 million, net of tax) and $3.3$22.3 million ($16.7 million, net of tax), respectively. Interest expense reclassified from other comprehensive income to interest expense related toon the fair value of the portion of the caps expiringswaps in the three and ninesix months ended SeptemberJune 30, 20162021 was $0.5$10.4 million in each period.($7.8 million, net of tax) and $20.7 million ($15.5 million, net of tax), respectively. We currently expect to reclassifyrecognize a gain of approximately $3.9$50.3 million from other comprehensive income toas interest expense relateddue to our expectation that LIBOR will exceed the fair valuefixed rates of the portion of the caps expiring and payments received to the extent LIBOR exceeds 0.75% ininterest over the next twelve months.
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Fair Value of Debt
As of SeptemberJune 30, 2017, the fair value of our variable-rate Senior Secured Term Loan A, excluding original issue discounts2022 and deferred fees, approximates the carrying value. As of September 30, 2017,December 31, 2021 the fair value of our Senior Secured Term Loan B,B-6, excluding original issue discounts and deferred fees was $1,983.9 million.approximately $2,573.7 million and $3,096.1 million, respectively. As of June 30, 2022 and December 31, 2021 the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,124.8 million and $2,217.0 million, respectively. As of June 30, 2022 and December 31, 2021, the fair value of our Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees, was approximately $1,026.5 million and $1,076.1 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.

9.11. Stockholders’ Equity
Common Stock Dividends
In the first and second quarter of 2022 we paid dividends of $0.095 per share totaling $18.3 million and $18.3 million, respectively. 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 on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors 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.
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. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by certainapplicable law, market conditions, the cost of our stockholders.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.
For the six months ended June 30, 2022 and 2021, 0.8 million and 1.1 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. For the three months ended June 30, 2022, the outstanding employee restricted stocks units that vested and became taxable to employees were less than 0.1 million. For the three months ended June 30, 2021, 0.1 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 six months ended June 30, 2022 and 2021, we remitted cash equivalent to the value of the shares employees used to satisfy their withholding obligations of $29.2 million and $34.0 million, respectively. During the three months ended June 30, 2022 and 2021, we remitted cash equivalent to the value of the shares employees used to satisfy their withholding obligations of $0.4 million and $5.4 million, respectively.
Preferred Stock
We haveAs of June 30, 2022 and December 31, 2021, we had 100.0 million shares of preferred stock authorized. Noauthorized, and no preferred stock had been issued or was outstandingoutstanding.
12. 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
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be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and adjust any estimates as facts and circumstances evolve.
For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts withexpected durations of one year or less.
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 other current assets and are not material as of SeptemberJune 30, 2017.2022 and December 31, 2021.
As our 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, 2021, current deferred revenue balance as revenue during 2022. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years.
10.We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. There is one material fixed fee contract with a duration of more than one year, and for this contract, we expect to recognize revenue of approximately $117.0 million over the next two years and $107.2 million thereafter.
For additional disclosures about the disaggregation of our revenue see Note 15, “Reportable Segments.”
13. Earnings Per Share
Basic earnings per share represents income available to common stockholders divided by the weighted 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 three and nine months ended SeptemberAs of June 30, 2017,2022, there were less than0.3 million anti-dilutive weighted stock-based awards outstanding, compared to 0.1 million anti-dilutive stock-based awards outstanding. In addition,as of June 30, 2021. As of June 30, 2022, there were no contingently issuable stock-based0.2 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 thanmet, compared to 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 calculation because the contingencies had not been met.as of June 30, 2021.
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Basic and diluted weighted average shares outstanding and earnings per share were as follows:
Three Months Ended 
 June 30,		Six Months Ended June 30,
(in millions, except per share data)2022202120222021
Income from continuing operations$99.3 $122.1 $151.7 $239.4 
Less: income from continuing operations attributable to noncontrolling interests(4.1)(5.2)(7.7)(8.0)
Income from continuing operations attributable to TransUnion$95.3 $116.8 $143.9 $231.4 
Discontinued operations, net of tax0.3 10.8 — 24.1 
Net income attributable to TransUnion$95.6 $127.6 $143.9 $255.6 
Basic Earnings Per Share:
Income from continuing operations attributable to TransUnion$0.49 $0.61 $0.75 $1.21 
Discontinued operations, net of tax— 0.06 — 0.13 
Net Income attributable to TransUnion$0.50 $0.67 $0.75 $1.34 
Diluted Earnings Per Share:
Income from continuing operations attributable to TransUnion$0.49 $0.61 $0.75 $1.20 
Discontinued operations, net of tax— 0.06 — 0.13 
Net Income attributable to TransUnion$0.49 $0.66 $0.75 $1.33 
Weighted-average shares outstanding:
Basic192.5 191.4 192.3 191.2 
Dilutive impact of stock based awards0.6 1.4 0.9 1.6 
Diluted193.1 192.8 193.1 192.8 
  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


11.14. Income Taxes
For the three months ended SeptemberJune 30, 2017,2022, we reported an effective tax rate of 31.0%22.7%, which was lowerhigher than the 35%21.0% U.S. federal statutory rate due primarily to nondeductible expenses in connection with acquisition costs and executive compensation limitations, state taxes and other rate-impacting items, partially offset by benefits from the impact of excess tax benefits related to the adoption of ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excess tax benefits for share-based payment award transactions to be recorded in the income statement. Accordingly, we recognizedresearch and development credit, excess tax benefits on stock option exercises, which resulted in a decrease in tax expense of $5.0 million, partially offset by an increase of $2.2 million in state tax expense including changes in state tax rates. stock-based compensation and foreign rate differential.
For the ninesix months ended SeptemberJune 30, 2017,2022, we reported an effective tax rate of 25.2%26.1%, which was lowerhigher than the 35%21.0% U.S. federal statutory rate due primarily to thenondeductible expenses in connection with certain legal and regulatory matters, acquisition costs and executive compensation limitations and state taxes and other rate-impacting items, partially offset by excess tax benefits on stock option exercises of $28.1 millionstock-based compensation and benefits from 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.research and development credit.
For the three months ended SeptemberJune 30, 2016,2021, we reported an effective tax rate of 41.3%32.4%, which was higher than the 35%21.0% U.S. federal statutory rate due primarily to therecording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter of 2021, partially offset by discrete tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2019 tax year and excess tax benefits 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.
For the ninesix months ended SeptemberJune 30, 2016,2021, we reported an effective tax rate of 43.1%25.6%, which was higher than the 35%21.0% U.S. federal statutory rate due primarily to therecording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter 2021, partially offset by discrete tax benefit related to electing the GILTI high-tax exclusion retroactively for the 2018 and 2019 tax years and excess tax benefits 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$47.6 million as of SeptemberJune 30, 2017,2022, and $4.8$45.8 million as of December 31, 2016. These same2021. The amounts that would affect the effective tax rate if recognized. The accruedrecognized are $30.6 million and $28.3 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 $9.0 million as of SeptemberJune 30, 20172022, and $7.6 million as of December 31, 2016. There was no significant liability for tax penalties as of September 30, 2017 or December 31, 2016.2021. We are regularly audited by federal,
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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, and tax years 2012 and forward remain open for examination for U.S. federal purposes.income tax purposes and 2015 and forward in some state jurisdictions.

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12.15. Reportable Segments
ThisWe have 3 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 including certain integration-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 12, “Revenue.” included in our audited financial statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K filed with the SEC on February 15, 2017.
We evaluate the performance of segments based on revenue and operating income. The following is a more detailed description of the threeour reportable segments and the Corporate unit, which provides support services to each segment:
U.S. Information ServicesMarkets
The U.S. Information Services (“USIS”)Markets segment provides consumer reports, risk scores, analyticalactionable insights and decisioning servicesanalytics to businesses. These businesses use our services to acquire new customers, assess consumerconsumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud.mitigate fraud risk. The core capabilities and delivery platformsmethods in our USISU.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals.
•Financial Services: The Financial Services vertical, which accounted for 46.8% of our U.S. Markets revenue for the six months ended June 30, 2022, consists of our consumer lending, mortgage, auto and cards and payments lines of business, issues.and our recently acquired Argus business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. 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. The results of operations of our Argus are included in the Financial Services vertical in our consolidated statements of income since the date of the acquisition.
•Emerging Verticals: Emerging Verticals include Insurance, Services and Collections, Tenant and Employment, Technology, Commerce & Communications, Public Sector, Media, and other emerging verticals we serve, as well as our recently acquired Neustar business. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions. The results of operations of Neustar are included in Emerging Verticals in our services to customers in financial services, insurance, healthcare, and other industries.consolidated statements of income since the date of the acquisition.
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.
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Consumer Interactive
The Consumer Interactive offerssegment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include paid and free credit reports, scores and scores,freezes, credit monitoring, fraudidentity protection and resolution, and financial management.management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.channels, including our recently acquired Sontiq business. The results of operations of Sontiq are included in the Consumer Interactive segment in our consolidated statements of income since the date of the acquisition.
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.
Selected segment financial information and disaggregated revenue consisted of the following:
 Three Months Ended June 30,Six Months Ended June 30,
(in millions)2022202120222021
Gross Revenue:
U.S. Markets:
Financial Services$301.2 $270.7 $577.6 $533.7 
Emerging Verticals332.2 168.0 655.7 326.7 
Total U.S. Markets$633.4 $438.7 $1,233.3 $860.4 
International:
Canada$33.1 $34.0 $63.8 $64.4 
Latin America29.5 26.0 56.8 50.1 
United Kingdom49.6 53.4 106.0 103.7 
Africa15.6 15.2 30.4 28.9 
India40.2 27.9 85.3 61.9 
Asia Pacific19.0 16.0 35.9 29.7 
Total International$187.0 $172.5 $378.2 $338.7 
Total Consumer Interactive$147.4 $136.6 $297.0 $266.9 
Total revenue, gross$967.8 $747.7 $1,908.5 $1,466.0 
Intersegment revenue eliminations:
U.S. Markets$(17.8)$(17.6)$(35.5)$(35.0)
International(1.5)(1.5)(2.9)(2.9)
Consumer Interactive(0.3)(0.5)(0.5)(1.0)
Total intersegment eliminations$(19.5)$(19.6)$(39.0)$(39.0)
Total revenue as reported$948.3 $728.2 $1,869.5 $1,427.1 
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A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2022202120222021
U.S. Markets Adjusted EBITDA$234.4 $186.8 $451.1 $363.5 
International Adjusted EBITDA81.0 72.2 163.0 143.6 
Consumer Interactive Adjusted EBITDA68.0 64.8 137.0 123.3 
Total$383.5 $323.8 $751.0 $630.4 
Adjustments to reconcile to income before income taxes:
Corporate expenses(1)
$(33.1)$(28.5)$(66.5)$(57.6)
Net interest expense(50.7)(24.7)(100.2)(49.8)
Depreciation and amortization(130.6)(93.2)(259.4)(182.7)
Stock-based compensation(2)
(20.3)(17.1)(40.8)(32.5)
Mergers and acquisitions, divestitures and business optimization(3)
(14.0)(8.8)(28.6)(10.6)
Accelerated technology investment(4)
(8.1)(9.8)(20.1)(17.1)
Net other(5)
(2.2)33.8 (37.9)33.7 
Net loss (income) attributable to non-controlling interests4.1 5.2 7.7 8.0 
Total adjustments$(254.9)$(143.1)$(545.8)$(308.6)
Income from continuing operations before income taxes$128.5 $180.7 $205.2 $321.8 
(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.nature.

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

Selected segment financial information(3)For the three months ended June 30, 2022, consisted of the following:following adjustments: $(9.0) million of acquisition expenses; $(7.7) million of Neustar integration costs; $1.8 million reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.9 million adjustment to fair value of put options.
For the six months ended June 30, 2022, consisted of the following adjustments: $(17.9) million of acquisition expenses; $(16.7) million of Neustar integration costs; a $5.3 million reimbursements for transition services related to divested businesses, net of separation expenses; and a $0.8 million adjustment to fair value of put options.
  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 $—
 $—
 $—
 $—
For the three months ended June 30, 2021, consisted of the following adjustments: $(6.7) million of adjustments to contingent consideration expense from previous acquisitions; $(1.1) million of acquisition expenses; and a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity.
AsFor the six months ended June 30, 2021, consisted of the following adjustments: $(7.9) million of adjustments to contingent consideration expense from previous acquisitions; $(2.2) million of acquisition expenses; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and a $0.5 million gain on the sale of a cost method investment.
(4)Represents expenses associated with our accelerated technology investment to migrate to the cloud.
(5)For the three months ended June 30, 2022, consisted of $(2.2) million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other.
For the six months ended June 30, 2022, consisted of the following adjustments: $(28.4) million for certain legal and regulatory expenses; $(6.5) million of deferred loan fees written off as a result of displaying amountsthe prepayments on our debt; and $(3.0) million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other.
For the three months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in millions, rounding differences may existcertain legal expenses; a $3.4 million recovery from the Fraud Incident, net of additional administrative expenses; and $(2.0) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.
For the six months ended June 30, 2021, consisted of the following adjustments: a $32.4 million net reduction in certain legal expenses; a $3.4 million recovery from the table above.
A reconciliationFraud Incident, net of operating income to income before income taxes for the periods presented is as follows:additional administrative expense; and
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  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
$(2.1) million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

Earnings from equity method investments included in non-operating income and expense for the periods presented werewas as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2022202120222021
U.S. Markets$0.3 $0.7 $0.7 $1.3 
International2.8 2.0 5.4 4.4 
Total$3.1 $2.7 $6.1 $5.7 
  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

13.16. 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, 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. We accrue amounts for certain legal and regulatory matters for which losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters. Legal fees incurred in connection with ongoing litigation are considered a period cost and are expensed as incurred.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims (threatened or pending) against us in 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.
As of June 30, 2022 and December 31, 2021, we have accrued $113.0 million and $85.6 million, respectively, for anticipated claims. These amounts were recorded in other accrued liabilities in the consolidated balance sheets and the associated expenses were recorded in selling, general and administrative expenses in the consolidated statements of income. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
The following discussion describes material developments in previously disclosed material legal proceedingsand regulatory matters that occurred in the ninesix months ended SeptemberJune 30, 2017.2022. Refer to Part I,II, Item 38, Footnote 22, “Contingencies” of our Annual Report on
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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, 2017,2021, for a full description of our material pending legal proceedings.and regulatory matters at that time.
Ramirez v. Trans Union LLC
On June 21, 2017,January 24, 2022, we reached a tentative class settlement with the juryplaintiffs, which has been preliminarily approved by the court on July 19, 2022. We expect this matter to be resolved by the end of 2022.
Accordingly, in Ramirez returned a verdict in favor of a class of 8,185 individuals in2021, we revised the amount of approximately $8.1the probable loss that we previously estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, and a corresponding net reduction recorded in selling, general and administrative expense for the year end December 31, 2021.
CFPB Matters
In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the Consumer Financial Protection Bureau (“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 a Consent Order issued by the CFPB in January 2017 (the “Consent Order”), and further alleged additional violations related to Consumer Interactive’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, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the Consent Order, engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the TransUnion Credit Monitoring product and diverted consumers from their free annual file disclosure into paid subscription products. The CFPB further alleges that Mr. Danaher violated the Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the Consent Order and the law. We 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. On July 8, 2022, the TU Entities and Mr. Danaher each filed a motion to dismiss the lawsuit.
As of June 30, 2022, we have an accrued liability of $56.0 million, ($984.22 per class member) in statutory damages and approximately $52.0compared with $26.5 million ($6,353.08 per class member) in punitive damages. Plaintiff’s counsel has not provided any estimateas of attorneys’ fees and costs that they will seekDecember 31, 2021, in connection with this verdict as permittedmatter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter.
In March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The NORA letter alleges that Trans Union LLC and TURRS violated the Fair Credit Reporting Act by law. The timingfailing to (i) follow reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to consumers the sources of such information. We believe that our acts and practices are lawful and we intend to vigorously defend against any allegations to the contrary. Should the CFPB commence an action against us, it may seek restitution, disgorgement, civil monetary penalties, injunctive relief or other corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome of any such action. As of June 30, 2022, we have recorded an accrued liability for an immaterial amount in connection with this matter. There is a possibility that a loss in excess of amounts accrued may be incurred; however, the ultimate resolutionpossible loss or range of loss is not estimable at this time.
In June 2022, the CFPB informed Trans Union LLC that it intends to issue a NORA letter following an investigation relating to potential violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. As of the date of this disclosure, Trans Union LLC has not received the NORA letter and has not otherwise been informed of the allegations the CFPB may make. We have corrected associated system issues and have processes in place to monitor and address issues going forward. Should the CFPB commence an action against us, it may seek restitution, disgorgement, civil monetary penalties, injunctive relief or other corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, nor are we able to predict the likely outcome of any such action. As of June 30, 2022, we are not able to reasonably estimate our potential loss or range of loss related to this matter.


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Argus Department of Justice Matter
We are cooperating with an inquiry originating from the civil division of the United States Attorney’s Office for the Eastern District of Virginia related to Argus’s historical use of certain data it collected under certain government contracts. We acquired Argus in connection with our acquisition of VF in April 2022. This matter pertains to alleged conduct that occurred before we acquired Argus. We cannot predict the timing, outcome, or potential impact of this matter, is uncertain.
We have posted a bond at nominal costfinancial or otherwise. Under the stock purchase agreement Trans Union LLC entered into with Verisk Analytics, Inc. (the “Seller”) pursuant to staywhich we acquired VF, including Argus, 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 continueSeller agreed to believe that we have not willfully violated any law and have meritorious groundsindemnify us 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 probablecertain 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 damagesthis matter, including all losses directly resulting from any settlement agreement in conjunctionconnection 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 awardthis matter, including civil monetary penalties, remediation costs 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 exhaustionexpenses.
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Table of our post-judgment options.Contents
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, 2016,2021, 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 information solutions provider toinsights company that makes trust possible between businesses and consumers. consumers, working to help people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our data fusion methodology to link and match an increasing set of disparate data to further enrich our database. We use this enriched data, combined with our expertise, to continuously develop more insightful solutions for our customers, all in accordance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer reports, risk scores, analytical servicesidentities, mitigate fraud, and decisioning capabilities to businesses.effectively manage call center operations. Businesses embed our solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measuredeliver critical insights and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud.enable effective actions. Consumers use our solutions to view their credit profiles and access analytical tools that help them understand and manage their personal financial information and take precautions against identity theft. We are differentiated by our comprehensive and unique datasets, our next-generation technology and our analytics and decisioning capabilities, which enable us to deliver insights across the entire consumer lifecycle. We believe we are the largest provider of risk and information solutions in the United States to possess both nationwide consumer credit data and comprehensive, diverse public records data, which allows us to better predict behaviors, assess risk and address a broader set of business issues for our customers. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including financial services, specialized risk, insurance,Financial Services and healthcare. the Emerging Verticals, consisting of Insurance, Services and Collections, Tenant and Employment, Technology, Commerce & Communications, Public Sector, Media, and other emerging verticals we serve, as well as Neustar, Inc. (“Neustar”). We have a global presence in over 30 countries and territories across North America, Africa, Latin America, Europe, Africa, India, and Asia.Asia Pacific.
Our addressable market includes the global data and analytics market, which continues to grow as companies around the world increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services. There are several underlying trends supporting this market growth, including the proliferation of data, advances in technology and analytics that enable data to be processed more quickly and efficiently to provide business insights, and growing demand for these business insights across industries and geographies. Leveraging our established position as a leading provider of information and insights, we have grown our business by expanding the breadth and depth of our data, strengthening our analytics capabilities to deliver innovative solutions, expanding into complementary adjacencies and vertical markets, investing in technology infrastructure to leverage capabilities to best serve our customers and enhancing our global operating model. As a result, we believe we are well positioned to expand our share within the markets we currently serve and capitalize on the larger data and analytics opportunity.
Our solutions are based on a foundation of data assets across financial, credit, alternative credit, identity, phone activity, digital device information, marketing, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information obtained from approximately 90,000 datathousands of sources including financial institutions, private databases and public records repositories. We refine, standardize and enhance this data using sophisticated algorithms to create proprietary databases. Our acquisition of Neustar, and particularly its OneID platform, further enhances our ability to deliver real-time, persistent identity resolution of disparate data fragments and attributes, in a privacy compliant manner. Our technology infrastructure allows us to efficiently integrate our data with our analytics and technology 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 with better insights.
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We leverage our differentiated capabilities in order to gain better insights into their riskserve a global customer base across multiple geographies and financial data. Our decisioning capabilities, which are generally delivered onindustry verticals. We offer our solutions to business customers in Financial Services, Insurance and other industries, and our customer base includes many of the largest companies in the industries we serve. We sell our solutions to leading consumer lending banks, credit card issuers, alternative lenders, online-only lenders (“FinTechs”), Point of Sale (“POS”)/Buy Now Pay Later (“BNPL”) lenders, auto lenders, auto insurance carriers, cable and telecom operators, retailers, and federal, state and local government agencies. We have been successful in leveraging our brand, our expertise and our solutions and have a software-as-a-service platform, allow businesses to interpret data and apply their specific qualifying criteria to make decisions and take action with respect to their customers. Collectively,leading presence in several high-growth international markets. Millions of consumers across the globe also use our data analytics and decisioning capabilities allow businesses to authenticate the identity of consumers, effectively determine the most relevant products for consumers, retain and cross-sell to existing consumers, identify and acquire new consumers and reduce loss from fraud. Similarly, our capabilities allow consumers to see how their credit profiles have changed over time, understand the impact of financial decisions on their credit scores andhelp manage their personal information as well as tofinances and take precautions against identity theft.
We believe we have an attractive business model that has recurring and diversified revenue streams, low capital requirements, significant operating leverage and strong and stable cash flows. The proprietary and embedded nature of our solutions and the integral role that we play in our customers’ decision-making processes have historically translated into high customer retention and revenue visibility. We continue to deliver organic growth by increasing our sales to existing customers, developing new solutions and gaining new customers. We have a diversified portfolio of businesses across our segments, reducing our exposure to cyclical trends in any particular industry vertical or geography. We operate primarily on contributory data models in which we typically obtain updated information including a growing set of public record and alternative data, at little or no cost, as we develop new solutions and expand into new industries and geographies. We are evolving our hybrid public-private cloud technology infrastructure to ensure that our systems remain highly secure, reliable, scalable, and performant by design. We are focused on processes and foundational technology that allows us to leverage demand-led consumption from public cloud providers and from our high performance privately owned infrastructure.
Segments
We manage our business and report our financial results, including disaggregated revenue, in three reportable segments: USIS,U.S. Markets, International and Consumer Interactive.
USISU.S. Markets
The U.S. Markets segment provides consumer reports, risk scores, analyticalactionable insights and decisioning servicesanalytics 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.mitigate fraud risk. The core capabilities and delivery platformsmethods in our USISU.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals.
•Financial Services: The Financial Services vertical, which accounted for 46.8% of our U.S. Markets revenue for the six months ended June 30, 2022, consists of our consumer lending, mortgage, auto and cards and payments lines of business, issues.and our recently acquired Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”) businesses. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. 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. The results of operations of Argus are included in the Financial Services vertical in our consolidated statements of income since the date of the acquisition.
•Emerging Verticals: Emerging Verticals include Insurance, Services and Collections, Tenant and Employment, Technology, Commerce & Communications, Public Sector, Media, and other emerging verticals we serve, as well as our recently acquired Neustar, Inc. (“Neustar”) business. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions. The results of operations of Neustar are included in Emerging Verticals in our services to customers in financial services, insurance, healthcare and other industries.consolidated statements of income since the date of the acquisition.





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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 segment offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraudidentity protection and resolution, and financial management.management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user friendlyuser-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.channels, including our recently acquired Sontiq, Inc. (“Sontiq”) business. The results of operations of Sontiq are included in the Consumer Interactive segment since the date of acquisition.
Corporate
In addition, Corporate provides sharedsupport services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Factors Affecting Our Results of Operations
The following are certain key factors that affect, or have recently affected, our results of operations:
Macroeconomic and Industry TrendsTrends:
Our revenues arecan be significantly influenced by general macroeconomic conditions, including the impact of the global COVID-19 pandemic, the availability of affordable credit and capital, interest rates, inflation, employment levels, consumer confidence and housing demand. Given the ongoing uncertainty and the unpredictable nature of the pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business in the future, including our results of operations.
In the markets where we compete, during 2021, we havesaw generally seen good economicimproving macroeconomic conditions, and increased market stabilization overfollowed by modest softening during the past few years. In the United States, we continue to see a healthy, well functioning consumer lending marketfirst half of 2022. Macroeconomic improvements during 2021 were generally 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 classgross domestic product (“GDP”), interest rates that remained near historic lows, and a significant increasecontinuing increases in the use of financial services by under-servedemployment levels. During 2022, while consumer balance sheets, employment rates and under-banked customers. Demanddemand 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,labor continue to make operationsremain strong, concerns about rising inflation, largely driven by rapidly increasing energy prices, have led to increases in interest rates. Coupled with ongoing supply chain issues, declining stock markets, lower GDP growth, global geopolitical events and declining consumer confidence, there has been a deterioration of global macroeconomic conditions compared to the post-pandemic rebound of 2021. The macroeconomic softening had a more pronounced impact on our more developed markets compared to our emerging markets.
While we believe that positive but slowing global GDP growth is expected for businesses more challenging.the remainder of 2022, such expectations are tempered by increasing concerns around persistently high inflation, rising energy prices and interest rates, geopolitical tensions including the war in Ukraine, persistent supply chain and labor shortage concerns, waning consumer confidence and lingering concerns about COVID-19.
Effects of Inflation
We do not believe that inflation has had a material effect on our business, results of operations or financial condition. The impact of significant recent and expected future inflation could have a substantial negative impact on our business, including decreased demand for our services as a result of rising interest rates, slowing consumer spending on non-essential goods and services, and consequently lower demand for credit.
Recent Developments
DuringThe following developments impact 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 provisionscomparability 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 extensionbalance sheets, results 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,operations and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Linecash flows between years:
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Table 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.Contents
During the second quarter of 2017,Since December 1, 2021, 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 three businesses that materially affected, and will continue to materially affect, our results of operations in 2022 and the comparability of results to prior year periods. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about these transactions.
On April 12, 2022, after failed settlement negotiations with the Consumer Financial Protection Bureau (“CFPB”) regarding a certain regulatory matter, the CFPB filed a lawsuit against us, Trans Union, LLC, TransUnion Interactive, Inc. and our former President of Consumer Interactive. As of June 30, 2022, we have an additional interestaccrued liability of $56.0 million, compared with $26.5 million as of December 31, 2021, in TransUnion CIBIL Limited (formerly Credit Information Bureau (India) Limited (“CIBIL”)).connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred. Such an outcome could have a material adverse effect on our results of operations and financial condition. See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 16, “Contingencies,” for further information about this matter.
On January 31, 2017,2022, we refinanced and amended certain provisionsprepaid $400 million of our Senior Secured Term Loan B. KeyB-6, funded from our cash on hand.
On January 24, 2022, we reached a tentative class settlement with the plaintiffs in Ramirez v. Trans Union LLC (“Ramirez” or the “Ramirez Litigation”), which will require court approval. We expect this matter to be resolved by the end of 2022. See Part 1, Item 1, Note 16, “Contingencies” for additional information.
On December 23, 2021, we entered into a tranche of 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 tranche commenced on December 31, 2021, and expires on December 31, 2026, with a current aggregate notional amount of $1,600.0 million that amortizes each quarter. The tranche requires TransUnion to pay fixed rates varying between 1.428% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 17, 2021, we completed the sale of our Healthcare business. The Healthcare business met the criteria for discontinued operations at December 31, 2021, as the sale represented a strategic shift in our business that will have a major effect on our results of operations. The results of operations are classified as discontinued operations, net of tax, in our consolidated statement of income for all periods presented. All tables and discussions below exclude the impact of the Healthcare business.
On December 1, 2021, we entered into an agreement to amend certain provisions of the amendment included a two-year extensionSenior Secured Credit Facility and exercise our right to draw additional debt in an amount of $3,100 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the maturity date from Aprilincremental loan on the Senior Secured Credit Facility were used to finance the acquisition of Neustar.
In March 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 $5.0we prepaid $85.0 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.our Senior Secured Term Loans, funded from our cash on hand.
Recent Acquisitions and Partnerships
We selectively evaluate acquisitions and partnershipsacquisitions as a means to expand our business and international footprint, and to enter new markets. Since January 1, 2016,2021, we have completed the following acquisitions:acquisitions, including those that impact the comparability of our results between periods:
•On August 18, 2017,April 8, 2022, we acquired 100% of the equity of Datalinkthe entities that comprised Verisk Financial Services (“VF”), the financial services business unit of Verisk Analytics, Inc. (“Datalink”). Datalink’s solutions We are retaining the leading core business of Argus, and intend to divest the remaining non-core businesses. Argus is relied upon by leading financial institutions, payments providers, and retailers worldwide for competitive studies, predictive analytics, models, and advisory services to provide enhanced data that identifies risks associated with an applicant’s driving behaviora clear perspective on where their business stands today and provides insurers with a cost-competitive, timely and more detailed offering.to best position them for success in the future. The results of operations of Datalink, whichArgus are not material to our consolidated financial statements, have been included as partin the Financial Services vertical of our USISU.S. Markets segment in our consolidated statements of income since the date of the acquisition.The non-core businesses from the acquisition were classified as held for sale and are presented as discontinued operations, net of tax, for the three and six months ended June 30, 2022.
•On July 19, 2017,December 1, 2021, we acquired 100% of the equity of Neustar, a small non-voting preferred stock equity interestpremier identity resolution company with leading solutions in Synthetic P2P Holdings Corporation (“PeerIQ”). Also, on November 10, 2016, we entered into an agreementMarketing, Risk and Communications, enables customers to build connected consumer experiences by combining decision analytics 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.real-time identity resolution services driven by its OneID platform. The results of operations of CIFIN, whichNeustar are not material to our consolidated financial statements, have been included as partin the Emerging Verticals of our InternationalU.S. Markets segment in our consolidated statements of income since the date of the acquisition.
•On September 21, 2016,December 1, 2021, we acquired 100% of the equity of RTech Healthcare Revenue Technologies, Inc. (“RTech”). RTech uses innovative proprietary technologySontiq, a leader in digital identity protection and security, provides solutions including identity monitoring, restoration, and response products and services to help healthcare providersempower consumers and businesses to proactively protect revenueagainst identity theft and cash.cyber threats. The results of operations of RTech, whichSontiq 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 USISConsumer Interactive segment in our consolidated statements of income since the date of the acquisition.

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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
Table of income or redeemable noncontrolling interests on our consolidated balance sheets from the date we acquired the remaining interest.Contents
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
WeThe following is a more detailed description of how we derive and report revenue for our USIS segment revenue from three operating platforms: Online Data Services, Marketing Servicesreportable segments:
U.S. Markets
U.S. Markets provides consumer reports, actionable insights and Decision Services. Online Data Services encompass services delivered in real-time using bothanalytics such as credit and public record datasets.other scores, and solutions capabilities to businesses. We also provide online reports that link public record datasets for qualified businesses seekingreport disaggregated revenue of our U.S. Markets segment in the Financial Services Vertical, which includes Argus, and the Emerging Verticals, which includes Neustar.
International
The International segment provides services similar 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 dataour U.S. Markets segment 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 atselect regions outside 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.
United States. We report disaggregated revenue of our International segment revenue in two categories: developed markets and emerging markets. Our developed markets arefor the following regions: Canada, and Hong Kong. Our emerging markets include Africa, Latin America, the United Kingdom, Africa, India, and Asia Pacific and India.Pacific.
Consumer Interactive
The Consumer Interactive segment offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in thisOur Consumer Interactive segment include credit reportsserves consumers through both direct 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.indirect channels, including our recently acquired Sontiq business.
Cost of Services
Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed.
Selling, General and Administrative
Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions.
Non-Operating Income and Expense
Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from cost-method investments, impairmentsfair-value adjustments of equity-method and cost-methodCost Method investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.

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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. Refer to the “Non-GAAP Key Performance Indicators” section immediately below the table for more information, including the definitions of our non-GAAP measures.
For the three and ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, these key indicators were as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)20222021$
Change		%
Change		20222021$
Change		%
Change
Revenue:
Consolidated revenue as reported$948.3 $728.2 $220.1 30.2 %$1,869.5 $1,427.1 $442.5 31.0 %
U.S. Markets gross revenue633.4 438.7 194.7 44.4 %1,233.3 860.4 372.9 43.3 %
International gross revenue187.0 172.5 14.6 8.4 %378.2 338.7 39.5 11.7 %
Consumer Interactive gross revenue147.4 136.6 10.8 7.9 %297.0 266.9 30.1 11.3 %
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion$95.6 $127.6 $(32.1)(25.1)%$143.9 $255.6 $(111.7)(43.7)%
Discontinued operations(0.3)(10.8)(10.5)nm— (24.1)24.1 nm
Net income from continuing operations attributable to TransUnion$95.3 $116.8 $(42.6)(36.4)%$143.9 $231.4 $(87.5)(37.8)%
Net interest expense50.7 24.7 26.0 105.1 %100.2 49.8 50.3 101.0 %
Provision for income taxes29.2 58.6 (29.4)(50.2)%53.5 82.3 (28.8)(35.0)%
Depreciation and amortization130.6 93.2 37.4 40.1 %259.4 182.7 76.7 42.0 %
EBITDA$305.7 $293.4 $12.3 $557.1 $546.3 $(13.4)
Adjustments to EBITDA:
Stock-based compensation(1)
$20.3 $17.1 $3.2 18.6 %$40.8 $32.5 $8.4 25.8 %
Mergers and acquisitions, divestitures and business optimization(2)
14.0 8.8 5.2 58.6 %28.6 10.6 18.0 nm
Accelerated technology investment(3)
8.1 9.8 (1.6)(16.8)%20.1 17.1 3.0 17.7 %
Net other(4)
2.2 (33.8)36.0 nm37.9 (33.7)71.6 nm
Total adjustments to EBITDA$44.6 $1.9 $42.7 nm$127.5 $26.5 $101.0 nm
Consolidated Adjusted EBITDA$350.3 $295.3 $55.0 18.6 %$684.5 $572.8 $111.7 19.5 %
Adjusted EBITDA:
U.S. Markets$234.4 $186.8 $47.6 25.5 %$451.1 $363.5 $87.6 24.1 %
International81.0 72.2 8.9 12.3 %163.0 143.6 19.4 13.5 %
Consumer Interactive68.0 64.8 3.2 5.0 %137.0 123.3 13.6 11.0 %
Corporate(33.1)(28.5)(4.6)(16.2)%(66.5)(57.6)(8.9)(15.4)%
Consolidated Adjusted EBITDA$350.3 $295.3 $55.0 18.6 %$684.5 $572.8 $111.7 19.5 %
Other metrics:
Cash (used in) provided by operating activities of continuing operations$(127.0)$220.0 $(347.0)(157.7)%$(115.4)$347.7 $(463.1)(133.2)%
Capital expenditures(62.7)(52.5)(10.2)19.4 %(121.3)(93.2)(28.1)30.2 %
nm: not meaningful
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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 %
As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.
(1)Consisted of stock-based compensation and cash-settled stock-based compensation.
(2)For the three months ended June 30, 2022, consisted of the following adjustments: $9.0 million of acquisition expenses; $7.7 million of Neustar integration costs; $(1.8) million reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.9) million adjustment to fair value of put options.
For the six months ended June 30, 2022, consisted of the following adjustments: $17.9 million of acquisition expenses; $16.7 million of Neustar integration costs; $(5.3) million reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million adjustment to fair value of put options.
For the three months ended June 30, 2021, consisted of the following adjustments: $6.7 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million of acquisition expenses; and a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity.
For the six months ended June 30, 2021, consisted of the following adjustments: $(7.9) million of adjustments to contingent consideration expense from previous acquisitions; $(2.2) million of acquisition expenses; a $(1.1) million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and a $0.5 million gain on the sale of a cost method investment.
(3)Represents expenses associated with our accelerated technology investment.
(4)For the three months ended June 30, 2022, consisted of $2.2 million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other.
For the six months ended June 30, 2022, consisted of the following adjustments: $28.4 million for certain legal and regulatory expenses; $6.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $3.0 million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other.
For the three months ended June 30, 2021, consisted of the following adjustments: a $(32.4) million net reduction in certain legal expenses; a $(3.4) million recovery from the Fraud Incident, net of additional administrative expenses; and $2.0 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.
For the six months ended June 30, 2021, consisted of the following adjustments: a $(32.4) million net reduction in certain legal expenses; a $(3.4) million recovery from the Fraud Incident, net of additional administrative expense; and $2.1 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

Non-GAAP Key Performance Indicators
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) attributable to TransUnion plus (less) loss (income) from discontinued operations, net of tax, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, including Neustar integration-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income).
We 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 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 (loss) attributable to TransUnion. The table above provides a
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Table of Contents
reconciliation from net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021.
Revenue
For the three months ended June 30, 2022, revenue increased $220.1 million, or 30.2%, compared with the same period in 2021, due primarily to an increase in revenue from our recent acquisitions of 27.1%, improved, but slowing, macroeconomic conditions in most of our markets and revenue from new product initiatives, partially offset by a 1.5% decrease due to the impact of foreign currencies on certain of our international businesses.
For the six months ended June 30, 2022 revenue increased $442.5 million, or 31.0%, compared with the same period in 2021, due primarily to an increase in revenue from our recent acquisitions of 25.9%, improved, but slowing, macroeconomic conditions in most of our markets and revenue from new product initiatives, partially offset by a 1.1% decrease due to the impact of foreign currencies on certain of our international businesses.
Revenue by segment and a more detailed explanation of revenue within each segment are as follows:
 Three Months Ended June 30,Six Months Ended June 30,
(in millions)20222021$
Change		%
Change		20222021$
Change		%
Change
U.S. Markets:
     Financial Services$301.2 $270.7 $30.5 11.3 %$577.6 $533.7 $43.9 8.2 %
     Emerging Verticals332.2 168.0 164.2 97.7 %655.7 326.7 329.0 100.7 %
U.S. Markets gross revenue$633.4 $438.7 $194.7 44.4 %$1,233.3 $860.4 $372.9 43.3 %
International:
     Canada$33.1 $34.0 $(0.9)(2.6)%$63.8 $64.4 $(0.6)(0.9)%
     Latin America29.5 26.0 3.5 13.3 %56.8 50.1 6.6 13.2 %
     United Kingdom49.6 53.4 (3.7)(7.0)%106.0 103.7 2.3 2.3 %
     Africa15.6 15.2 0.4 3.0 %30.4 28.9 1.5 5.2 %
     India40.2 27.9 12.2 43.8 %85.3 61.9 23.5 37.9 %
     Asia Pacific19.0 16.0 3.0 18.9 %35.9 29.7 6.2 20.8 %
International gross revenue$187.0 $172.5 $14.6 8.4 %$378.2 $338.7 $39.5 11.7 %
Consumer Interactive gross revenue$147.4 $136.6 $10.8 7.9 %$297.0 $266.9 $30.1 11.3 %
Total gross revenue$967.8 $747.7 $220.1 29.4 %$1,908.5 $1,466.0 $442.5 30.2 %
Intersegment revenue eliminations:
U.S. Markets$(17.8)$(17.6)$(0.2)(1.4)%$(35.5)$(35.0)$(0.5)(1.5)%
International(1.5)(1.5)— 0.3 %(2.9)(2.9)— (0.9)%
Consumer Interactive(0.3)(0.5)0.3 48.8 %(0.5)(1.0)0.5 51.3 %
Total intersegment revenue eliminations$(19.5)$(19.6)$— 0.1 %$(39.0)$(39.0)$— — %
Total revenue as reported$948.3 $728.2 $220.1 30.2 %$1,869.5 $1,427.1 $442.5 31.0 %
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


income (loss) attributable
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Table of Contents
U.S. Markets Segment
U.S. Markets revenue increased $194.7 million, or 44.4%, and $372.9 million, or 43.3%, for the three and six months ended June 30, 2022, compared with the same periods in 2021, due to TransUnion to Adjusted EBITDAan increase in revenue in both verticals, including an increase in revenue of 39.6% and 37.5% from our recent acquisitions in each respective period.
Financial Services: Revenue increased $30.5 million, or 11.3%, and $43.9 million, or 8.2%, for the three and ninesix months ended SeptemberJune 30, 20172022, compared with the same periods in 2021. The increase in revenue is due primarily to an 8.3% 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 in4.2% increase from our recent 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 adjustmentsArgus in each respective period, as well as improved, but slowing, macroeconomic conditions and revenue from new product initiatives in our consumer lending and card and banking lines of business, and 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 internationallesser extent our auto 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; andbusiness, partially offset by a $0.3 million loss on the divestiture of a small internationaldecrease in revenue in our mortgage line of business. Forbusiness as volumes steadily declined throughout the nine months ended September 30, 2016, consisted ofquarter due to the following adjustments to operating income:significant increase in interest rates during the quarter. We anticipate a $1.0 million adjustment to contingent consideration expense from previous acquisitions; a $0.8 million loss on the divestiture of a small internationaldecline in our mortgage line of business;business will continue for the foreseeable future as we expect interest rates to continue to rise.
Emerging Verticals: Revenue increased $164.2 million, or 97.7%, and a $(0.5)$329.0 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
Total revenue increased $60.4 millionor 100.7%, for the three and six months ended SeptemberJune 30, 2017,2022, compared with the same period in 2016,2021. The increase in revenue is due primarily to strong organic growthan increase of 90.0% and 92.0% from our acquisition of Neustar in each respective period, and improved, but slowing, macroeconomic conditions and revenue from new product initiatives in all of our segments, across all platforms and nearly all markets, revenue from our recent acquisitions in our USIS segment and the impact of strengthening foreign currencies on the 2017 revenue of our verticals.
International segment. 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%.Segment
TotalInternational revenue increased $158.7$14.6 million, or 8.4%, and $39.5 million, or 11.7%, for the ninethree and six months ended SeptemberJune 30, 2017,2022, compared with the same period in 2016,2021, due primarily to strong organic growth in all of our segments, across all platforms and nearly all markets,higher local currency revenue from our recent acquisitionsincreased volumes resulting from improved macroeconomic conditions that are slowing in our USIS segmentthe more developed regions, and revenue from new product initiatives, partially offset by a decrease in revenue of 6.2% and 4.5% in each respective period from the impact of strengthening foreign currencies on the 2017 revenue of our International segment.currencies.
Canada: Revenue for our recent acquisitions accounted for an increase in revenue of 1.2%decreased $0.9 million, or 2.6%, and the impact of strengthening foreign currencies accounted for an increase in revenue of 0.7%. Revenue by segment in the three- and nine-month periods were 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$0.6 million, and $115.1 millionor 0.9%, for the three and ninesix months ended SeptemberJune 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 20172022, compared with the same period in 2016,2021, due primarily to a decrease in revenue of 3.7% and an increase due to1.9% in each respective period from the impact of foreign currencies and a significant breach contract in last year’s periods, partially offset by higher local currency revenue from increased volumes resulting from improved but slowing macroeconomic conditions and new business wins and new product initiatives.

Marketing Services
Marketing Services revenueLatin America: Revenue increased $7.2$3.5 million, or 13.3%, and $20.9$6.6 million, or 13.2%, for the three-three and nine-month periods,six months ended June 30, 2022, compared with the same periodsperiod in 2016,2021, due primarily to an organic increase in custom data sets and archive information driven by an increase in demand for our new solutions and other batch jobs.
Decision Services
Decision Services revenue increased $9.7 million and $28.6 million for the three- and nine-month periods, compared with the same periods in 2016, 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 resulting from improving macroeconomic conditions and revenue from new business wins, partially offset by an increasea decrease of 3.0%1.1% and 3.9%2.4% in each respective period from the impact of strengthening foreign currencies,currencies.
United Kingdom: Revenue decreased $3.7 million, or 7.0%, and increased $2.3 million, or 2.3%, for the nine-month period, revenue from our acquisition of CIFIN.
Developed Markets
Developed markets revenue increased $4.6 million, or 15.7%,three and $12.6 million, or 15.7% for the three- and nine-month periods,six months ended June 30, 2022, respectively, compared with the same periodsperiod in 2016,2021. The decrease in the three months ended June 30, 2022 is due primarily to a 10.2% decrease in revenue from the impact of foreign currencies and one-time contracts last year, partially offset by higher local currency revenue from increased volumes resulting from improved, but slowing, macroeconomic conditions and revenue from new business wins and new product initiatives. The increase in the six months ended June 30, 2022 is due primarily to higher local currency revenue in both regions primarily from increased volumes resulting from improved, but slowing, macroeconomic conditions and an increase of 2.6% and 0.7%revenue from new product initiatives, partially offset by a 6.8% decrease in revenue from the impact of strengthening foreign currencies, primarily the Canadian dollar.currencies.
Emerging Markets
Emerging markets revenueAfrica: Revenue increased $8.0$0.4 million, or 15.1%3.0%, and $25.3$1.5 million, or 17.2%5.2%, for the three-three and nine-month periods,six months ended June 30, 2022, compared with the same periodsperiod in 2016,2021, due primarily to higher local currency revenue in most regions primarily from increased volumesvolume resulting from improved economic conditions and an increasefrom new product initiatives, and a decrease of 3.2%8.8% and 5.6%5.5% in each respective period from the impact of strengthening foreign currencies,currencies.
India: Revenue increased $12.2 million, or 43.8%, and $23.5 million, or 37.9%, for the three and six months ended June 30, 2022, compared with the same period in 2021, due primarily to higher local currency revenue from increased volumes resulting from strong macroeconomic conditions compared with last year’s second wave COVID lockdown, and revenue from new product initiatives and business wins, partially offset by a decrease of 6.7% and 5.4%in each respective period from the South African rand, Brazilian realimpact of foreign currencies.
Asia Pacific: Revenue increased $3.0 million, or 18.9%, and Indian rupee.$6.2 million, or 20.8%, for the three and six months ended June 30, 2022, compared with the same period in 2021, due primarily to higher local currency revenue from increased volumes resulting from improved macroeconomic conditions, particularly in the Philippines, and revenue from new business wins and
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new product initiatives, partially offset by a decrease of 3.3% and 2.6%in each respective period from the impact of foreign currencies.
Consumer Interactive Segment
Consumer Interactive revenue increased $9.6$10.8 million, or 7.9%, and $7.4$30.1 million, or 11.3%, for the three and ninesix months ended SeptemberJune 30, 2017,2022, compared with the same periods period in 2016. The increase was2021, due primarily to an increase of 17.3% in each period from our acquisition of Sontiq, partially offset by a decrease in revenue fromin our indirect channel.other channels.
Operating Expenses
Operating expenses for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, were as follows:
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
(in millions) 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
(in millions)20222021$
Change		%
Change		20222021$
Change		%
Change
Cost of services $169.3
 $141.5
 $27.8
 19.7 % $472.3
 $434.4
 $37.9
 8.7 %Cost of services$308.1 $234.7 $73.4 31.3 %$606.2 $461.5 $144.7 31.4 %
Selling, general and administrative 142.2
 137.1
 5.0
 3.7 % 436.0
 413.7
 22.3
 5.4 %Selling, general and administrative327.1 199.8 127.3 63.7 %686.5 418.9 267.6 63.9 %
Depreciation and amortization 59.9
 63.2
 (3.2) (5.1)% 176.2
 209.6
 (33.4) (15.9)%Depreciation and amortization130.6 93.2 37.4 40.1 %259.4 182.7 76.7 42.0 %
Total operating expenses $371.4
 $341.8
 $29.6
 8.7 % $1,084.5
 $1,057.7
 $26.8
 2.5 %Total operating expenses$765.8 $527.7 $238.1 45.1 %$1,552.1 $1,063.0 $489.1 46.0 %
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$73.4 million and $37.9$144.7 million for the three-three and nine-month periods,six months ended June 30, 2022, compared with the same periods in 2016.2021.
The increase was due primarily to:
•operating costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;
•an increase in labor costs as we continue to invest in key strategic growth initiatives;from our accelerated technology investment;
•an increase in product costs resulting from the increase in revenue in all of our segments; and
•an increase in labor costs, primarily in our USIS segment;U.S. Markets and International segments, as we continue to invest in key strategic growth initiatives,
partially offset by:
•A decrease in incentive and stock-based compensation due to lower performance and forfeitures; 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.
Selling, General and Administrative
Selling, general and administrative expenses increased $5.0$127.3 million and $22.3$267.6 million for the three-three and nine-month periods,six months ended June 30, 2022, compared with the same periodsperiod in 2016.2021.
The increase was due primarily to:
•operating costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;
•an increase for certain legal and regulatory expenses;
•an increase in labor costs primarily in our USIS segment, International segment and in Corporate, attributed to higher incentive and stock-based compensation and an increase in headcount as we continue to invest in productivity initiatives;
for the three-month period, an increase in advertising costs due to market opportunities;
the impact of strengthening foreign currencies on the expenses of our International segment; and
operating costs relating to acquisitions in our USISU.S. Markets and International segments,
partially offset by:
the benefit of focusing our marketing spend on more efficient channels in our Consumer Interactive segment.
Depreciation and Amortization
Depreciation and amortization decreased $3.2 million and $33.4 million for the three- and nine-month periods, compared with the same periods 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 margins 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:
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 enabled by our technology transformation and other productivity initiatives;
a decrease in product costs from a favorable shift in the mix of revenue in our Consumer Interactive segment; and
the benefit of focusing our marketing spend on more efficient channels in our Consumer Interactive segment,
partially offset by:
an increase in labor costs, primarily in our USIS segment, International segment and in Corporate, attributed to higher incentive and stock-based compensation and an increase in headcountcorporate, as we continue to invest in key strategic growth initiatives; and
•an increase in product coststravel and entertainment expenses due to increased travel following the easing of COVID-19 travel restrictions,
partially offset by:
•a decrease in advertising, primarily in our USIS segmentConsumer Interactive segment;
•A decrease in incentive and stock-based compensation due to the increaselower performance and forfeitures;
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•a decrease in revenue; and
operating costs from our acquisitionsadjustments to contingent consideration expense in our USISU.S. Markets segment; and
•the impact of foreign currencies on the expenses of our International segments.segment.
MarginsDepreciation and Amortization
Depreciation and amortization increased $37.4 million and $76.7 million for the USIS segment increasedthree and six months ended June 30, 2022, compared with the same period in both periods2021. These increases were due primarily to thean 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 revenueacquisitions of tangible 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 revenueintangible assets.

Adjusted EBITDA and more efficient marketing spend.Adjusted EBITDA margin

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) $2.0
 2.7 %
nm: not meaningful
 Three Months Ended June 30,Six Months Ended June 30,
(in millions)20222021$ Change% Change20222021$ Change% Change
Revenue:
U.S. Markets gross revenue$633.4 $438.7 $194.7 44.4 %$1,233.3 $860.4 $372.9 43.3 %
International gross revenue187.0 172.5 14.6 8.4 %378.2 338.7 39.5 11.7 %
Consumer Interactive gross revenue147.4 136.6 10.8 7.9 %297.0 266.9 30.1 11.3 %
Total gross revenue$967.8 $747.7 $220.1 29.4 %1,908.5 1,466.0 442.5 30.2 %
Less: intersegment revenue eliminations(19.5)(19.6)— 0.1 %(39.0)(39.0)— — %
Total revenue as reported$948.3 $728.2 $220.1 30.2 %$1,869.5 $1,427.1 $442.5 31.0 %
Net income attributable to TransUnion$95.6 $127.6 $(32.1)(25.1)%$143.9 $255.6 $(111.7)(43.7)%
Net income attributable to TransUnion margin10.1 %17.5 %(7.5)%7.7 %17.9 %(10.2)%
Adjusted EBITDA(1):
U.S. Markets$234.4 $186.8 $47.6 25.5 %$451.1 $363.5 $87.6 24.1 %
International81.0 72.2 8.9 12.3 %163.0 143.6 19.4 13.5 %
Consumer Interactive68.0 64.8 3.2 5.0 %137.0 123.3 13.6 11.0 %
Corporate(33.1)(28.5)(4.6)(16.2)%(66.5)(57.6)(8.9)(15.4)%
Consolidated Adjusted EBITDA(1)
$350.3 $295.3 $55.0 18.6 %$684.5 $572.8 $111.7 19.5 %
Adjusted EBITDA margin(1):
U.S. Markets37.0 %42.6 %(5.6)%36.6 %42.2 %(5.7)%
International43.3 %41.8 %1.5 %43.1 %42.4 %0.7 %
Consumer Interactive46.2 %47.5 %(1.3)%46.1 %46.2 %(0.1)%
Consolidated Adjusted EBITDA margin(1)
36.9 %40.6 %(3.6)%36.6 %40.1 %(3.5)%
Net income attributable to TransUnion margin10.1 %17.5 %(7.5)%7.7 %17.9 %(10.2)%
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.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 $55.0 million and $111.7 million for the three and six months ended June 30, 2022, compared to the same periods in 2021.
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The increase was due primarily to:
•an increase in revenue from our recent acquisitions in our U.S. Markets and Consumer Interactive segments, and improved macroeconomic conditions, slowing in our more developed markets;
•A decrease in incentive and stock-based compensation due to lower performance and forfeitures; and
•a decrease in advertising costs, primarily in our Consumer Interactive segment,
partially offset by:
•an increase in operating costs from our recent acquisitions in our U.S. Markets and Consumer Interactive segments;
•an increase in product costs resulting from the increase in revenue in all of our segments;
•an increase in labor costs in our U.S. Markets and International segments, and in corporate, as we continue to invest in key strategic growth initiative; and
•an increase in travel and entertainment expenses following the easing of COVID-19 travel restrictions.
Adjusted EBITDA margin for the U.S. Markets segment decreased due primarily to the impact of the lower margin profile of the Neustar business, integration costs of VF, an increase in product costs resulting from the increase in revenue and an increase in travel and entertainment expenses as a result of fewer travel restrictions, partially offset by an increase in revenue and improving market conditions in both of our verticals as well as revenue from our recent acquisitions.
Adjusted EBITDA margins for the International segment increased due primarily to an increase in local currency revenue and improving market conditions in all of our regions, partially offset by an increase in labor costs in the six-month period, increased travel and entertainment expenses due to fewer travel restrictions, and the impact of weakening foreign currencies in certain regions.
Adjusted EBITDA margin for the Consumer Interactive segment decreased due to a decrease in revenue in our direct and indirect channel and integration costs of Sontiq, partially offset by a decrease in advertising costs.
Non-Operating Income and Expense
 Three Months Ended June 30,Six Months Ended June 30,
(in millions)20222021$
Change		%
Change		20222021$
Change		%
Change
Interest expense$(51.9)$(25.6)$(26.3)(102.8)%$(102.1)$(51.4)$(50.7)(98.7)%
Interest income1.2 0.9 0.3 38.5 %1.9 1.5 0.4 24.4 %
Earnings from equity method investments3.1 2.7 0.4 14.6 %6.1 5.7 0.4 7.3 %
Other income and expense, net:
Acquisition fees(9.0)(1.1)(7.9)nm(17.9)(2.2)(15.7)nm
Loan fees(0.4)(0.4)— nm(7.3)(1.2)(6.1)nm
Other income (expense), net3.0 3.7 (0.8)nm7.0 5.2 1.8 nm
Total other income and expense, net(6.4)2.2 (8.7)nm(18.2)1.8 (20.0)(1,111.1)%
Non-operating income and expense$(54.0)$(19.7)$(34.2)(173.5)%$(112.2)$(42.3)$(69.9)(165.2)%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
For the three and ninesix months ended SeptemberJune 30, 2017,2022, interest expense increased $0.3$26.3 million and $2.7$50.7 million compared with the same periods in 2016,2021. This increase was due primarily to additional borrowings of $3,100.0 million under our Senior Secured Credit Facility to fund the acquisition of Neustar on December 1, 2021, and the impact of an increase in the average outstanding principal balance.interest rate.
Acquisition fees represent costs we have incurred in each period 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 ninesix months ended SeptemberJune 30, 2017,2022, loan fees included $5.6 million and $10.5include $6.5 million of refinancingour unamortized original issue discount and deferred financing fees and other net costs expensedwritten off as a result of refinancingthe $400.0 million prepayment of our Senior Secured Term Loan.
For the three months ended September 30, 2017, otherOther 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, dividends received from cost method investments, gains and losses on cost method investments, if any, and other miscellaneous non-operating income net, included $1.4 millionand expense items.
42
Table 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.Contents
Provision for Income Taxes
For the three months ended SeptemberJune 30, 2017,2022, we reported an effective tax rate of 31.0%22.7%, which was lowerhigher than the 35%21.0% U.S. federal statutory rate due primarily to nondeductible expenses in connection with acquisition costs and executive compensation limitations, state taxes and other rate-impacting items, partially offset by benefits from the impact of excess tax benefits related to the adoption of ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excess tax benefits for share-based payment award transactions to be recorded in the income statement. Accordingly, we recognizedresearch and development credit, excess tax benefits on stock option exercises, which resulted in a decrease in tax expense of $5.0 million, partially offset by an increase of $2.2 million in state tax expense including changes in state tax rates. stock-based compensation and foreign rate differential.
For the ninesix months ended SeptemberJune 30, 2017,2022, we reported an effective tax rate of 25.2%26.1%, which was lowerhigher than the 35%21.0% U.S. federal statutory rate due primarily to thenondeductible expenses in connection with certain legal and regulatory matters, acquisition costs and executive compensation limitations and state taxes and other rate-impacting items, partially offset by excess tax benefits on stock option exercises of $28.1 millionstock-based compensation and benefits from 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.research and development credit.
For the three months ended SeptemberJune 30, 2016,2021, we reported an effective tax rate of 41.3%32.4%, which was higher than the 35%21.0% U.S. federal statutory rate due primarily to therecording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter of 2021, partially offset by discrete tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2019 tax year and excess tax benefits 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.
For the ninesix months ended SeptemberJune 30, 2016,2021, we reported an effective tax rate of 43.1%25.6%, which was higher than the 35%21.0% U.S. federal statutory rate due primarily to therecording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter 2021, partially offset by discrete tax benefit related to electing the GILTI high-tax exclusion retroactively for the 2018 and 2019 tax years and excess tax benefits 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.
Significant Changes in Assets and Liabilities
On February 22, 2017, the Company purchased 1.85 million shares of common stock for a total of $68.3Total cash decreased by $1,330.8 million from December 31, 2021 to June 30, 2022 due primarily to cash paid for acquisitions, prepayments made on our debt, payments for taxes due on the underwriters of a secondary offering of shares of TransUnion common stock by certaingain on the divestiture of our stockholders. On May 2, 2017,Healthcare business made in the Company purchased 1.65 million sharessecond quarter of common stock2022, as well as normal recurring payments that occur in the first quarter annually. For further information, refer to the Liquidity and Capital Resources section directly below.
The increase in other intangibles, net of accumulated amortization, as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary fair value estimate of intangible assets from our recent acquisition of Argus and expenditures for the development of internal use software, partially offset by 2022 amortization expense and a total of $65.2 million fromdecrease due to the underwriters of a secondary offering of shares of TransUnion common stock by certaincumulative translation adjustment of our stockholders.foreign entities long-lived assets resulting from changes to foreign exchange rates between periods. The increase in goodwill as of June 30, 2022, compared with December 31, 2021, is due primarily to the addition of the preliminary estimate of goodwill from our recent acquisition, partially offset by translation adjustments of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. See “Recent Developments” abovePart I, Item 1, Note 2, “Acquisitions,” for the preliminary estimates of the fair value of the intangible assets and goodwill from our recent acquisition. The offset to the translation adjustments are included in accumulated other comprehensive loss on our balance sheet.
The decrease in current liabilities is due primarily to taxes due on the gain on the sale of our Healthcare business that were paid in the second quarter of 2022 and the payment of accrued bonuses during the first quarter of 2022 that were earned in 2021, partially offset by an increase in our estimated liabilities for certain legal and regulatory expenses. See Part I, Item 1, Note 8, “Other Current Liabilities” for further information.
Total debt decreased from December 31, 2021 to June 30, 2022 primarily due to our prepayment of $400.0 million of our Senior Secured Term Loans. See Part I, Item 1, Note 10, “Debt” for additional information.
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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$521.8 million and $182.2$1,842.4 million at SeptemberJune 30, 20172022, and December 31, 2016,2021, respectively, of which $119.0$242.7 million and $91.3$205.0 million was held outside the United States.States in each respective period. As of SeptemberJune 30, 2017,2022, 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
We also hashave 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 consolidatedConsolidated 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 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 investmentinvestments 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.
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 completed our acquisition of VF for $508.0 million, which was funded by cash on hand. For additional information on this transaction, see Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 2, “Business Acquisitions” and Note 3, “Discontinued Operations.”
In April 2022, we paid $355 million of taxes due on the gain on the divestiture of our 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 loan 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 six months ended June 30, 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. We paid dividends of $0.095 per share totaling $37.2 million in the first half of 2022. 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.
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
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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 $29.2 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 $166.5 million.
We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
Sources and Uses of Cash
Six Months Ended June 30,
(in millions)20222021Change
Cash (used in) provided by operating activities of continuing operations$(115.4)$347.7 $(463.1)
Cash used in investing activities of continuing operations(676.2)(142.2)(534.0)
Cash used in financing activities of continuing operations(521.8)(202.5)(319.3)
Cash flows of discontinued operations and effect of exchange rate changes on cash and cash equivalents(7.2)30.0 (37.2)
Net change in cash and cash equivalents$(1,320.6)$33.0 $(1,353.6)
Operating Activities
The decrease in cash used in operating activities of continuing operations was due primarily to payments for taxes due on the gain on the divestiture of our Healthcare business, 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.
Investing Activities
The increase in cash used in investing activities of continuing operations was due primarily to payments made for the VF acquisition and an increase in capital expenditures.
Financing Activities
The increase in cash used in financing activities of continuing operations was due primarily to an increase in debt prepayments.
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 $28.1 million, from $93.2 million for the six months ended June 30, 2021, to $121.3 million for the six months ended June 30, 2022.
Debt
Hedges
On December 23, 2021, we entered into new interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,592.0 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.
On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap
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commenced on June 30, 2020, and expired on June 30, 2022. The first swap required 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 commenced 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 counterparties 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 $1,380.0 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 SeptemberJune 30, 2017,2022, 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 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 Discussion 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, 2016,2021, filed with the SECSecurities and Exchange Commission on February 15, 2017,22, 2022, for a descriptionadditional information about our critical accounting estimates.
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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 materiallymaterially affect our financial results or such forward-looking statements include among others, include:
•the risks, uncertaintieseffects of the COVID-19 pandemic, including the prevalence and factors set forth below under Item 1A, “Risk Factors,”severity of the variants;
•the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine;
•macroeconomic effects including the following factors:
macroeconomicimpact of inflation, 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 makeacquire businesses, including any recently announced business acquisitions, andsuccessfully 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.
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, 20162021, 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
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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, 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
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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.


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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 ourall subsequently filed Quarterly ReportReports on Form 10-Q, for theincluding 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 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, 2016,2021, 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-Qthese 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, orand 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 in deceptive 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. On July 8, 2022, the TU Entities and Mr. Danaher each filed a motion to dismiss the lawsuit. As of June 30, 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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Additionally, in March 2022, we received a NORA from the CFPB informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”). The NORA letter alleges that Trans Union LLC and TURRS violated the Fair Credit Reporting Act by failing to (i) follow reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to consumers the sources of such information. We believe that our acts and practices are lawful and we intend to vigorously defend against any allegations to the contrary. Also, in June 2022, the CFPB informed Trans Union LLC that it intends to issue a NORA letter following an investigation relating to potential violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. As of the date of this disclosure, Trans Union LLC has not received the NORA letter and has not otherwise been informed of the allegations the CFPB may make. We have corrected associated system issues and have processes in place to monitor and address issues going forward. Should the CFPB commence an action against us in connection with either of these matters, it may seek restitution, disgorgement, civil monetary penalties, injunctive relief or other corrective action. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in either of these matters, nor are we able to predict the likely outcome of any such action.
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.

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.
(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)
April 1 to April 30293,374 $98.48 — $166.5 
May 1 to May 312,041 88.21 — $166.5 
June 1 to June 301,175 85.29 — $166.5 
Total296,590 — 
(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$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
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 June 30, 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
July 26, 2022By/s/ Todd M. Cello
Todd M. Cello
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
July 26, 2022TransUnionBy/s/ Jennifer A. Williams
Jennifer A. Williams
October 27, 2017By/s/ Todd M. Cello
Todd M. Cello
Executive Vice President, Chief Financial Officer
October 27, 2017By/s/ Timothy Elberfeld
Timothy Elberfeld
Senior 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.
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**Filed or furnished herewith.



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