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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
   
(Mark One)
x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017March 31, 2023
- 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:

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☒Large accelerated filerAccelerated Filer☐xAccelerated filer¨Filer
☐Non-Accelerated Filer☐Smaller Reporting Company
Non-accelerated filer¨☐Smaller reporting company¨
Emerging growth company¨Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes¨    No  x
☒No
As of September 30, 2017,March 31, 2023, there were 182.4193.2 million shares of TransUnion common stock outstanding.







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TRANSUNION
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30,2017MARCH 31, 2023
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
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
2026
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
3544
ITEM 4. CONTROLS AND PROCEDURES
3545
3646
ITEM 1. LEGAL PROCEEDINGS
3646
ITEM 1A. RISK FACTORS
3746
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
3746
ITEM 6. EXHIBITS
3847
3948
INDEX TO EXHIBITS
40

3
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PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

September 30,
2017		 December 31,
2016
Unaudited  March 31,
2023		December 31,
2022
Assets   Assets
Current assets:   Current assets:
Cash and cash equivalents$253.3
 $182.2
Cash and cash equivalents$439.0 $585.3 
Trade accounts receivable, net of allowance of $7.2 and $6.2318.9
 277.9
Trade accounts receivable, net of allowance of $11.2 and $11.0Trade accounts receivable, net of allowance of $11.2 and $11.0652.6 602.2 
Other current assets116.8
 89.9
Other current assets289.5 262.7 
Total current assets689.0
 550.0
Total current assets1,381.1 1,450.2 
Property, plant and equipment, net of accumulated depreciation and amortization of $284.8 and $235.6182.6
 197.5
Goodwill, net2,205.9
 2,173.9
Other intangibles, net of accumulated amortization of $942.1 and $815.81,689.0
 1,762.3
Property, plant and equipment, net of accumulated depreciation and amortization of $736.9 and $711.3Property, plant and equipment, net of accumulated depreciation and amortization of $736.9 and $711.3209.5 218.2 
GoodwillGoodwill5,569.8 5,551.4 
Other intangibles, net of accumulated amortization of $2,380.1 and $2,268.6Other intangibles, net of accumulated amortization of $2,380.1 and $2,268.63,636.7 3,675.5 
Other assets116.0
 97.5
Other assets766.0 771.0 
Total assets$4,882.5
 $4,781.2
Total assets$11,563.1 $11,666.3 
Liabilities and stockholders’ equity  
Liabilities and stockholders’ equity
Current liabilities:  
Current liabilities:
Trade accounts payable$128.5
 $114.2
Trade accounts payable$298.4 $250.4 
Short-term debt and current portion of long-term debt34.4
 50.4
Short-term debt and current portion of long-term debt114.6 114.6 
Other current liabilities212.4
 208.7
Other current liabilities465.3 540.5 
Total current liabilities375.3
 373.3
Total current liabilities878.4 905.5 
Long-term debt2,352.1
 2,325.2
Long-term debt5,455.0 5,555.5 
Deferred taxes571.1
 579.0
Deferred taxes726.7 762.0 
Other liabilities29.3
 30.7
Other liabilities171.4 173.9 
Total liabilities3,327.8
 3,308.2
Total liabilities7,231.6 7,396.9 
Stockholders’ equity:  
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2017 and December 31, 2016, 186.6 million and 183.9 million shares issued at September 30, 2017 and December 31, 2016, respectively, and 182.4 million shares and 183.2 million shares outstanding as of September 30, 2017 and December 31, 2016, respectively1.9
 1.8
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2023 and December 31, 2022, 199.2 million and 198.7 million shares issued at March 31, 2023 and December 31, 2022, respectively, and 193.2 million shares and 192.7 million shares outstanding as of March 31, 2023 and December 31, 2022, respectivelyCommon stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2023 and December 31, 2022, 199.2 million and 198.7 million shares issued at March 31, 2023 and December 31, 2022, respectively, and 193.2 million shares and 192.7 million shares outstanding as of March 31, 2023 and December 31, 2022, respectively2.0 2.0 
Additional paid-in capital1,848.7
 1,844.9
Additional paid-in capital2,322.3 2,290.3 
Treasury stock at cost; 4.2 million and 0.7 million shares at September 30, 2017 and December 31, 2016, respectively(138.8) (5.3)
Accumulated deficit(107.8) (303.8)
Treasury stock at cost; 6.0 million and 6.0 million shares at March 31, 2023 and December 31, 2022, respectivelyTreasury stock at cost; 6.0 million and 6.0 million shares at March 31, 2023 and December 31, 2022, respectively(292.1)(284.5)
Retained earningsRetained earnings2,478.4 2,446.6 
Accumulated other comprehensive loss(147.9) (174.8)Accumulated other comprehensive loss(282.2)(284.5)
Total TransUnion stockholders’ equity1,456.1
 1,362.8
Total TransUnion stockholders’ equity4,228.3 4,169.9 
Noncontrolling interests98.6
 110.2
Noncontrolling interests103.2 99.5 
Total stockholders’ equity1,554.7
 1,473.0
Total stockholders’ equity4,331.5 4,269.4 
Total liabilities and stockholders’ equity$4,882.5
 $4,781.2
Total liabilities and stockholders’ equity$11,563.1 $11,666.3 
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 
 March 31,
2017 2016
2017
2016 20232022
Revenue$498.0
 $437.6

$1,427.7

$1,269.0
Revenue$940.3 $921.3 
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)324.9 298.0 
Selling, general and administrative142.2
 137.1

436.0

413.7
Selling, general and administrative340.5 359.5 
Depreciation and amortization59.9
 63.2

176.2

209.6
Depreciation and amortization129.7 128.8 
Total operating expenses371.4
 341.8

1,084.5

1,057.7
Total operating expenses795.1 786.3 
Operating income126.6
 95.8

343.2

211.3
Operating income145.2 135.0 
Non-operating income and (expense)
 




Non-operating income and (expense)
Interest expense(21.7) (21.4)
(65.8)
(63.1)Interest expense(71.8)(50.2)
Interest income1.5
 1.2

4.2

3.2
Interest income5.8 0.7 
Earnings from equity method investments2.6
 2.3

6.3

6.2
Earnings from equity method investments3.1 3.0 
Other income and (expense), net(4.8) (2.2)
(15.6)
(19.2)Other income and (expense), net(6.8)(11.8)
Total non-operating income and (expense)(22.4) (20.1)
(70.9)
(72.9)Total non-operating income and (expense)(69.6)(58.3)
Income before income taxes104.2
 75.7

272.3

138.4
Income from continuing operations before income taxesIncome from continuing operations before income taxes75.6 76.7 
Provision for income taxes(32.3) (31.2)
(68.7)
(59.6)Provision for income taxes(18.6)(24.4)
Income from continuing operationsIncome from continuing operations57.0 52.3 
Discontinued operations, net of taxDiscontinued operations, net of tax(0.1)(0.4)
Net income71.9
 44.5

203.6

78.8
Net income56.9 52.0 
Less: net income attributable to the noncontrolling interests(3.1) (3.3)
(7.6)
(7.8)Less: net income attributable to the noncontrolling interests(4.3)(3.7)
Net income attributable to TransUnion$68.8

$41.2

$196.0

$71.0
Net income attributable to TransUnion$52.6 $48.3 



 







Earnings per share:

 







Income from continuing operationsIncome from continuing operations$57.0 $52.3 
Less: income from continuing operations attributable to noncontrolling interestsLess: income from continuing operations attributable to noncontrolling interests(4.3)(3.7)
Income from continuing operations attributable to TransUnionIncome from continuing operations attributable to TransUnion52.7 48.7 
Discontinued operations, net of taxDiscontinued operations, net of tax(0.1)(0.4)
Net income attributable to TransUnionNet income attributable to TransUnion$52.6 $48.3 
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$0.27 $0.25 
Discontinued operations, net of taxDiscontinued operations, net of tax— — 
Net Income attributable to TransUnionNet Income attributable to TransUnion$0.27 $0.25 
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$0.27 $0.25 
Discontinued operations, net of taxDiscontinued operations, net of tax— — 
Net Income attributable to TransUnionNet Income attributable to TransUnion$0.27 $0.25 
Weighted-average shares outstanding:Weighted-average shares outstanding:
Basic$0.38
 $0.23

$1.08

$0.39
Basic193.0 192.1 
Diluted$0.36
 $0.22

$1.03

$0.39
Diluted193.9 193.2 



 







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 (Unaudited)
(in millions)
 
Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,		Three Months Ended 
 March 31,
2017 2016 2017 2016 20232022
Net income$71.9
 $44.5
 $203.6
 $78.8
Net income$56.9 $52.0 
Other comprehensive income:       
Other comprehensive (loss) income:Other comprehensive (loss) income:
Foreign currency translation:        Foreign currency translation:
Foreign currency translation adjustment1.8
 19.5
 28.2
 49.6
 Foreign currency translation adjustment38.0 (6.7)
(Expense) benefit for income taxes(0.2) (1.7) (0.6) 1.4
Provision for income taxes Provision for income taxes(0.7)— 
Foreign currency translation, net1.6
 17.8
 27.6
 51.0
 Foreign currency translation, net37.3 (6.7)
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 swap(47.4)143.1 
Benefit (Provision) for income taxes Benefit (Provision) for income taxes11.8 (35.8)
Hedge instruments, net0.5
 0.4
 0.6
 (21.4) Hedge instruments, net(35.6)107.3 
Available-for-sale securities:       
Net unrealized loss—
 —
 (0.2) —
Benefit for income taxes—
 —
 0.1
 —
Available-for-sale securities, net—
 —
 (0.1) —
Total other comprehensive income, net of tax2.1
 18.2
 28.1
 29.6
Total other comprehensive income, net of tax1.7 100.6 
Comprehensive income74.0
 62.7
 231.7
 108.4
Comprehensive income58.6 152.6 
Less: comprehensive income attributable to noncontrolling interests(2.0) (5.6) (8.8) (14.5)Less: comprehensive income attributable to noncontrolling interests(3.7)(3.7)
Comprehensive income attributable to TransUnion$72.0
 $57.1
 $222.9
 $93.9
Comprehensive income attributable to TransUnion$54.9 $148.9 
See accompanying notes to unaudited consolidated financial statements.



6
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TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Nine Months Ended 
 September 30,		Three Months Ended March 31,
2017
201620232022
Cash flows from operating activities:


Cash flows from operating activities:
Net income$203.6

$78.8
Net income$56.9 $52.0 
Less: Discontinued operations, net of taxLess: Discontinued operations, net of tax(0.1)(0.4)
Income from continuing operationsIncome from continuing operations57.0 52.3 
Adjustments to reconcile net income to net cash provided by operating activities:


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

209.6
Depreciation and amortization129.7 128.8 
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 loans1.0 6.5 
Deferred taxes(14.1)
(13.3)Deferred taxes(27.4)(4.5)
Amortization of discount and deferred financing fees2.0

2.4
Stock-based compensation23.1

14.6
Stock-based compensation22.1 20.9 
Provision for losses on trade accounts receivable3.3

3.3
Other(2.1)
(1.4)Other(0.1)2.8 
Changes in assets and liabilities:


Changes in assets and liabilities:
Trade accounts receivable(40.1)
(34.2)Trade accounts receivable(56.7)(32.6)
Other current and long-term assets(37.8)
(5.8)Other current and long-term assets(12.2)(36.1)
Trade accounts payable10.2

(1.5)Trade accounts payable44.9 (10.3)
Other current and long-term liabilities19.1

22.5
Other current and long-term liabilities(80.9)(116.2)
Cash provided by operating activities of continuing operationsCash provided by operating activities of continuing operations77.4 11.6 
Cash used in operating activities of discontinued operationsCash used in operating activities of discontinued operations— (0.4)
Cash provided by operating activities348.9

276.1
Cash provided by operating activities77.4 11.2 
Cash flows from investing activities:


Cash flows from investing activities:
Capital expenditures(91.0)
(85.5)Capital expenditures(66.5)(58.6)
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 investments17.5 37.1 
Purchases of other investments(42.1)
(31.7)Purchases of other investments(23.1)(53.0)
Acquisitions and purchases of noncontrolling interests, net of cash acquired(70.7)
(345.5)
Acquisition-related deposits(1.0)
(6.2)
Investments in nonconsolidated affiliatesInvestments in nonconsolidated affiliates(31.9)(14.8)
Other0.3

(3.5)Other0.4 (1.7)
Cash used in investing activities(149.2)
(441.8)
Cash used in investing activities of continuing operationsCash used in investing activities of continuing operations(103.6)(91.0)
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(103.6)(428.6)
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 options9.8 8.7 
Treasury stock purchased(133.5)
—
Excess tax benefit—

3.9
Distributions to noncontrolling interests(3.1)
(3.3)
Payment of contingent obligation(10.4)
(0.3)
Cash (used in) provided by financing activities(129.1)
168.3
Dividends to shareholdersDividends to shareholders(20.6)(19.0)
Employee taxes paid on restricted stock units recorded as treasury stockEmployee taxes paid on restricted stock units recorded as treasury stock(7.6)(28.7)
Cash used in financing activities of continuing operationsCash used in financing activities of continuing operations(122.0)(467.6)
Effect of exchange rate changes on cash and cash equivalents0.5

2.1
Effect of exchange rate changes on cash and cash equivalents1.9 1.8 
Net change in cash and cash equivalents71.1

4.7
Net change in cash and cash equivalents(146.3)(545.6)
Cash and cash equivalents, beginning of period182.2

133.2
Cash and cash equivalents, beginning of period585.3 1,842.4 
Cash and cash equivalents, end of period$253.3

$137.9
Cash and cash equivalents, end of period$439.0 $1,296.8 
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, 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 (loss)— — — — — 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 units and performance stocks0.8 — — — — — — — 
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 
  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, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
Net income— — — — 52.6 — 4.3 56.9 
Other comprehensive income (loss)— — — — — 2.3 (0.6)1.7 
Distributions to noncontrolling interests— — — — — — — — 
Stock-based compensation— — 20.7 — — — — 20.7 
Employee share purchase plan0.2 — 10.7 — — — — 10.7 
Exercise of stock options0.1 — 0.5 — — — — 0.5 
Vesting of restricted stock units and performance stocks0.3 — — — — — — — 
Treasury stock purchased(0.1)— — (7.6)— — — (7.6)
Dividends to shareholders— — — — (20.8)— — (20.8)
Balance, March 31, 2023193.2 $2.0 $2,322.3 $(292.1)$2,478.4 $(282.2)$103.2 $4,331.5 
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. generally accepted accounting principles (“GAAP”) for interim financial information. In thestatements and, in our opinion, of management,include all adjustments includingof a normal recurring adjustments, considerednature necessary for a fair presentation have been included.statement of the interim periods presented. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operatinginterim 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. These2023. 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 and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016,2022, filed with the Securities and Exchange Commission (“SEC”) on February 15, 2017.14, 2023.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Principles of Consolidation
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Nonmarketable investmentsInvestments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for usingat our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the cost method and periodically reviewed for impairment.
Subsequent Events
Events and transactions occurring through the date of issuanceidentical or a similar investment of the same issuer.
Use of Estimates
The preparation of consolidated financial statements have been evaluated byand related disclosures in accordance with GAAP requires management to make estimates and when appropriate, recognizedjudgments 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.
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 disclosedfor existing contractual disputes.
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The following is a roll-forward of the allowance for doubtful accounts for the periods presented:
 Three Months Ended March 31,
20232022
Beginning Balance$11.0 $10.7 
Provision for losses on trade accounts receivable1.3 2.1 
Write-offs, net of recovered accounts(1.1)0.5 
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 financial statementsfourth quarter, or notes tomore frequently if events or circumstances indicate that the consolidated financial statements.carrying value of one or more of our reporting units exceeds its fair value. We continually monitor events and changes in circumstances such as changes in market conditions and other relevant factors that could indicate that the fair value of our reporting units may more likely than not have fallen below its respective carrying value. The ongoing uncertainty and the unpredictable nature of the macroeconomic environment could impact our estimates and assumptions utilized in our impairment tests, which may result in future impairments that could be material and negatively impact our results of operations.
See Note 5, “Goodwill” and Note 6, “Intangible Assets” for additional information about these assets.
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 provisionspronouncements that have been adopted by TransUnion in the new guidance related to income taxes that impacted us were adopted prospectively. As a resultfirst quarter 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.2023.
Recent Accounting Pronouncements Not Yet Adopted
On May 28, 2014,There are no recent accounting pronouncements that apply to TransUnion that have not been adopted.
2. Business Acquisition
The following transaction was accounted for as a business combination 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 this acquisition 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 and disclosures and prepare forfrom the adoptiondate of acquisition.
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. We acquired 100% of the standard on January 1, 2018,outstanding equity interest of the entities that comprise VF for $505.7 million in cash, including readying our internal processesa decrease of $2.3 million recorded subsequent to the acquisition date for certain customary purchase price adjustments. We have retained the leading core businesses of Argus Information and control environment for new requirements, particularly around enhanced disclosures. At this point,Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), and identified several non-core businesses that we classified as held-for-sale as of the acquisition date that we have not identified anythingsubsequently divested. See Note 3, “Discontinued Operations,” for a further discussion of these discontinued operations.
Purchase Price Allocation
The purchase price for this acquisition was finalized as of December 31, 2022. During the three months ended March 31, 2023, we finalized the valuation of the assets acquired and liabilities assumed, with no significant changes in the amounts and related disclosures compared with December 31, 2022.
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3. Discontinued Operations
Non-core businesses from the VF acquisition
As discussed in Note 2, “Business Acquisition,” on April 8, 2022, we completed the acquisition of VF, which included Argus and several non-core businesses that we believe will have

a material impact on how we record revenue, but our conclusions will continue to evolveclassified as we finalize our contract reviews and evaluation. The FASB has issued, and may issue in the future, interpretative guidance, which may impact our evaluation.
We believe that we are following an appropriate timeline to allow for proper revenue recognition, presentation and disclosures upon adoption of this new standard on January 1, 2018.
On January 5, 2016, the FASB issued ASU No. 2016-01,Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is intended to improve the recognition and measurement of financial instruments. Among other things, the ASU requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidationheld-for-sale as 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 afteracquisition date. We sold these non-core businesses on December 15, 2017,30, 2022, and interim periods therein. We are currently assessing the impact this guidance willtherefore have no assets or liabilities of these businesses on our consolidated financial statements.balance sheet for the periods presented. The expenses related to these non-core businesses for the three months ended March 31, 2023, were not significant. The selling price of these non-core businesses is subject to customary post-closing adjustments to working capital, which we expect to finalize during 2023, and will be reflected as an adjustment to the gain on sale that will be included in discontinued operations, net of tax.
Healthcare business
On February 25, 2016,December 17, 2021, we completed the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU, among other things, will require lesseessale of our Healthcare business. During the three months ended March 31, 2022, the amount of operating expenses were $0.7 million, and we recorded a $0.5 million true-up to record a lease liability,the selling price related to this business, which is an obligation to make lease payments arising from a lease, and right-of-use asset, which is an asset that represents the right to use, or control the use of, a specified asset for the lease term, for all long-term leases. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact this guidance will have on our consolidated financial statements.
On June 16, 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. 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 classifiedreflected in the statementtable below.
Discontinued operations, net of cash flows. This guidance is effectivetax
Discontinued operations, net of tax, for annual reporting periods beginning after December 15, 2017, including interim periods therein. We are currently assessing the impact this guidance will haveour Healthcare business, as reported on our consolidated statements of cash flows.
On August 28, 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new standard is intended to improve and simplify accounting rules around hedge accounting. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements.
2. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2017:
(in millions) Total Level 1 Level 2 Level 3
Assets        
Trading securities $12.6
 $9.6
 $3.0
 $—
Available-for-sale securities 3.2
 —
 3.2
 —
Total $15.8
 $9.6
 $6.2
 $—
         
Liabilities        
Contingent consideration $(1.7) $—
 $—
 $(1.7)
Interest rate caps (0.7) —
 (0.7) —
Total $(2.4) $—
 $(0.7) $(1.7)
Level 1 instruments consist of exchange-traded mutual funds. Exchange-traded mutual funds are trading securities valued at their current market prices. These securities relate to the nonqualified deferred compensation plan held in trustincome for the benefit of plan participants.
Level 2 instruments consist of pooled separate accounts, foreign exchange-traded corporate bonds and interest rate caps. Pooled separate accounts are designated as trading securities valued at net asset values. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants. Foreign exchange-traded corporate bonds are available-for-

sale securities valued at their current quoted prices. These securities mature between 2027 and 2033. The interest rate caps fair values are determined by discounting the future expected cash receipts that would occur if variable interest rates rise above the strike ratethree months ended March 31, 2022, consisted of the caps in conjunction with the cash payments related to financing the premium of the interest rate caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. See Note 8, “Debt,” for additional information regarding interest rate caps.following:
Unrealized gains and losses on trading securities are included in net income, while unrealized gains and losses on available-for-sale securities are included in other comprehensive income. There were no significant realized or unrealized gains or losses on our securities for any of the periods presented.
(in millions)Three Months Ended 
 March 31, 2022
Revenue$— 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)0.3 
Selling, general and administrative0.4 
Depreciation and amortization— 
Total operating expenses$0.7 
Operating loss of discontinued operations(0.7)
Non-operating income and (expense)(0.3)
Loss before income taxes from discontinued operations$(1.0)
Provision for income taxes0.1 
Gain on sale of our Healthcare discontinued operations, net of tax0.5 
Discontinued operations, net of tax$(0.4)
Level 3 instruments consist of contingent obligations related to companies we have acquired with remaining maximum payouts totaling $15.7 million. These obligations are 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. The fair values of the obligations are determined based on an income approach, using management’s expectations including future expected earnings of the acquired entities. We assess the fair value of these obligations each reporting period with any changes reflected as gains or losses in selling, general and administrative expenses in the consolidated statements of income. During the three and nine months ended September 30, 2017, we recorded expenses of $0.4 million and $0.2 million, respectively, as a result of changes to the fair value of these obligations.
3.4. Other Current Assets
Other current assets consisted of the following:
(in millions)March 31, 2023December 31, 2022
Prepaid expenses$175.7 $145.1 
Marketable securities (Note 16)2.7 2.6 
Other111.1 115.0 
Total other current assets$289.5 $262.7 
(in millions) September 30, 
 2017		 
December 31,
2016
Prepaid expenses $49.8
 $43.9
Miscellaneous receivables 17.2
 0.1
CFPB escrow deposit 13.9
 —
Income taxes receivable 12.4
 5.4
Other investments 11.1
 29.5
Marketable securities 3.2
 3.3
Deferred financing fees 0.6
 0.5
Other 8.6
 7.2
Total other current assets $116.8
 $89.9
Miscellaneous receivables consist of amounts receivable from settlements and certain legal claims. Other includes other investments includein non-negotiable certificates of deposit that are recorded at their carrying value, which approximates fair value.
4.5. Goodwill
Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating segment. Our reporting units consist of U.S. Markets, Consumer Interactive, and the geographic regions of the United Kingdom, Africa, Canada, Latin America, India and Asia Pacific within our International reportable segment.
We test goodwill for impairment on an annual basis in the fourth quarter, and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value. During the
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first quarter of 2023, there were no triggering events, that required us to re-evaluate whether any of our reporting units are impaired. This assessment includes our United Kingdom reporting unit which we are continuing to monitor given the calculated excess fair value over carrying value was less than 10% of its carrying value as of October 31, 2022, our annual assessment date.
Goodwill allocated to our reportable segments and the changes in the carrying amount of goodwill during the first quarter of 2023, consisted of the following:
(in millions)U.S. MarketsInternationalConsumer
Interactive		Total
Balance, December 31, 2022$3,602.7 $1,269.6 $679.1 $5,551.4 
Purchase accounting measurement period adjustments(0.4)— — (0.4)
Foreign exchange rate adjustment— 18.7 — 18.7 
Balance, March 31, 2023$3,602.3 $1,288.3 $679.1 $5,569.8 

6. Intangible Assets
Intangible assets are initially recorded at their acquisition cost, or fair value if acquired as part of a business combination, and amortized over their estimated useful lives. Intangible assets consisted of the following:
 March 31, 2023December 31, 2022
(in millions)GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Customer relationships$2,052.6 $(361.8)$1,690.8 $2,048.6 $(330.9)$1,717.7 
Internal use software2,015.5 (1,079.4)936.2 1,959.8 (1,029.8)930.0 
Database and credit files1,350.4 (751.8)598.6 1,337.7 (725.6)612.1 
Trademarks, copyrights and patents587.8 (177.6)410.2 587.7 (173.2)414.5 
Noncompete and other agreements10.5 (9.6)0.9 10.5 (9.1)1.4 
Total intangible assets$6,016.8 $(2,380.1)$3,636.7 $5,944.1 $(2,268.6)$3,675.5 
Changes in the carrying amount of intangible assets between periods consisted of the following:
(in millions)GrossAccumulated AmortizationNet
Balance, December 31, 2022$5,944.1 $(2,268.6)$3,675.5 
Developed internal use software53.4 — 53.4 
Amortization— (104.7)(104.7)
Foreign exchange rate adjustment19.3 (6.7)12.5 
Balance, March 31, 2023$6,016.8 $(2,380.1)$3,636.7 
All amortizable intangible assets are amortized on a straight-line basis, which approximates the pattern of benefit, over their estimated useful lives.






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7. Other Assets
Other assets consisted of the following:
(in millions)March 31, 2023December 31, 2022
Investments in affiliated companies (Note 8)$302.4 $265.9 
Right-of-use lease assets119.8 127.4 
Interest rate swaps (Notes 11 and 16)193.7 237.7 
Note Receivable (Note 16)72.4 70.3 
Other77.7 69.7 
Total other assets$766.0 $771.0 
The decrease 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.

5.8. 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.
Investments in affiliated companies consisted of the following:
(in millions) September 30, 
 2017		 
December 31,
2016
Total equity method investments $49.6
 $39.4
Total cost method investments 26.2
 23.2
Total investments in affiliated companies $75.8
 $62.6
(in millions)March 31, 2023December 31, 2022
Cost Method Investments$243.1 $213.1 
Equity Method investments56.2 49.8 
Limited Partnership investment3.1 3.0 
Total investments in affiliated companies (Note 7)$302.4 $265.9 
These balances are included in other assets in the consolidated balance sheets. The increase in cost method investments is due to an acquisition made inDuring the thirdfirst quarter of 2017.2023, we acquired three Cost Method Investments, two of which are recorded in our U.S. Markets segment and one in our International segment.
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 
 March 31,
(in millions)20232022
Earnings from equity method investments (Note 17)$3.1 $3.0 
Dividends received from equity method investments— 0.5 
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  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
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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.

6.9. Other Current Liabilities
Other current liabilities consisted of the following:
(in millions)March 31, 2023December 31, 2022
Accrued payroll and employee benefits$105.2 $208.5 
Accrued legal and regulatory matters (Note 18)120.7 125.0 
Deferred revenue (Note 13)121.9 111.9 
Operating lease liabilities34.1 33.7 
Income taxes payable24.2 8.0 
Other59.3 53.5 
Total other current liabilities$465.3 $540.5 
The decrease in accrued payroll and employee benefits is due primarily to bonus, commissions and salaries paid during the first quarter of 2023 that were earned in 2022.

(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
Contingent consideration decreased $14.9 million from year end primarily due to payments made under various contingent consideration clauses of contracts we have entered into to acquire businesses. See Note 2, “Fair Value,” for additional information related to these contingent consideration obligations.
7.10. Other Liabilities
Other liabilities consisted of the following:
(in millions)March 31, 2023December 31, 2022
Operating lease liabilities$93.3 $102.0 
Unrecognized tax benefits, net of indirect tax effects (Note 15)40.9 40.1 
Put option (Note 16)10.7 10.0 
Deferred revenue (Note 13)6.2 5.3 
Interest rate swaps (Notes 11 and 16)3.3 — 
Other16.9 16.5 
Total other liabilities$171.4 $173.9 
(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 increase in the interest rate caps.swaps liability was due primarily to changes in the forward LIBOR curve during the period.

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11. 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)March 31, 2023December 31, 2022
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 (7.09% at March 31, 2023, and 6.63% at December 31, 2022), net of original issue discount and deferred financing fees of $5.0 million and $28.0 million, respectively, at March 31, 2023, and original issue discount and deferred financing fees of $5.3 million and $29.9 million, respectively, at December 31, 2022$2,353.3 $2,433.7 
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 (6.59% at March 31, 2023, and 6.13% at December 31, 2022), net of original issue discount and deferred financing fees of $2.4 million and $5.8 million, respectively, at March 31, 2023, and original issue discount and deferred financing fees of $2.5 million and $6.2 million, respectively, at December 31, 20222,197.3 2,203.3 
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 (6.34% at March 31, 2023, and 6.13% at December 31, 2022), net of original issue discount and deferred financing fees of $1.1 million and $0.7 million, respectively, at March 31, 2023, and original issue discount and deferred financing fees of $1.3 million and $0.8 million, respectively, at December 31, 20221,018.9 1,033.0 
Finance leases0.1 0.1 
Senior Secured Revolving Credit Facility— — 
Total debt5,569.6 5,670.1 
Less short-term debt and current portion of long-term debt(114.6)(114.6)
Total long-term debt$5,455.0 $5,555.5 
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 our senior secured credit facility. Amendments to the Senior Secured Term Loan B included a 0.50% reductionCredit Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the applicable margin. Amendments toincremental loan on the Senior Secured Term Loan A included an extensionCredit Facility were used to fund the acquisition of Neustar, Inc. (“Neustar”).
During the maturity date from June 2020 to Augustthree months ended March 31, 2023 and March 31, 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0we expensed $1.1 million and a reduction in the scheduled principal repayments. Amendments$6.5 million, respectively, of our unamortized original issue discount and deferred financing fees 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 theour consolidated statementsstatement of income indue to the third quarterprepayment of 2017.
On January 31, 2017, we refinanced$75.0 million and amended certain provisions$400.0 million, respectively, of our Senior Secured Term Loan B. The refinancing resulted in $5.0 millionB-6, funded from our cash-on-hand.
As 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,March 31, 2023, we repaid the $45.0 millionhad no outstanding balance onunder the Senior Secured Revolving LineCredit Facility and $1.2 million of Credit. Asoutstanding letters of September 30, 2017, wecredit, and could have borrowed up to the entire $300.0remaining $298.8 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 the amount of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1.0,4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
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
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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 September 30, 2017,March 31, 2023, we were in compliance with all debt covenants.
Interest Rate Hedging
On December 18, 2015,November 16, 2022, we entered into interest rate capswap agreements with various counter-partiescounterparties that effectively capfix our LIBOR exposure on a portion of our existing senior secured term loansSenior Secured Term Loan or similar replacement debt. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,315.0 million that amortizes each quarter. The new swaps require us to pay fixed rates varying between 4.4105% and 4.4465% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our 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 $1,580.0 million that amortizes each quarter. The tranche requires us 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 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 second swap commenced on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,095.0 million that amortizes each quarter after it commences. The second swap requires us 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 fixed our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt at 0.75% beginning June2.702% and 2.706%. These swap agreements expired on December 30, 2016. We have designated these cap agreements as cash flow hedges. 2022.
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 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 anunrealized loss of $47.4 million ($35.6 million, net of tax) and unrealized gain of $0.5$143.1 million and $0.4($107.3 million, net of tax,tax) for the three months ended March 31, 2023 and 2022, respectively, recorded in other comprehensive income. Interest income foron the swaps in the three and nine months ended September 30, 2017, respectively. The effective portion of the change in the fair value of the caps resulted in an unrealized loss of $0.2March 31, 2023 was $22.6 million and $21.7($16.9 million, net of tax, recordedtax). Interest expense on the swaps in other comprehensive income for the three and nine months ended September 30, 2016, respectively. The ineffective portionMarch 31, 2022 was $13.7 million ($10.3 million, net of the change in the fair value of the caps resulted intax). We currently expect to recognize a loss of $0.1approximately $95.0 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 toas interest expense indue to our expectation that the same periodvariable rate that we receive will exceed the interest expense on the underlying hedged debt impacts earnings. Based on how the fair valuefixed rates 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% inover the next twelve months.
Fair Value of Debt
As of September 30, 2017, the fair value of our variable-rate Senior Secured Term Loan A, excluding original issue discountsMarch 31, 2023 and deferred fees, approximates the carrying value. As of September 30, 2017,December 31, 2022, 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 $2,374.3 million and $2,450.5 million, respectively. As of March 31, 2023 and December 31, 2022, the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,189.0 million and $2,184.4 million, respectively. As of March 31, 2023 and December 31, 2022, the fair value of our Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees, was approximately $1,020.6 million and $1,026.6 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.

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12. Stockholders’ Equity
Common Stock Dividends
In the first quarter of 2023 and 2022, we paid dividends of $0.105 and $0.095 per share totaling $20.8 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 three months ended March 31, 2023 and 2022, 0.3 million and 0.8 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement.
Preferred Stock
We haveAs of March 31, 2023 and December 31, 2022, we had 100.0 million shares of preferred stock authorized. Noauthorized, and no preferred stock had been issued or was outstandingoutstanding.
13. Revenue
We have contracts with two general groups of performance obligations: Stand Ready Performance Obligations and Other Performance Obligations. Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.
Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and adjust any estimates as facts and circumstances evolve.
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
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certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time,based on an estimate of progress towards completion of that obligation. These contracts are not material.
In certain circumstances we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.
Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.
Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of September 30, 2017.March 31, 2023 and December 31, 2022.
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, 2022, current deferred revenue balance as revenue during 2023. 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 $63.4 million thereafter.
For additional disclosures about the disaggregation of our revenue see Note 17, “Reportable Segments.”
14. 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 September 30, 2017,As of March 31, 2023, there were 0.9 million anti-dilutive weighted stock-based awards outstanding, compared with less than 0.1 million anti-dilutive stock-based awards outstanding. In addition,as of March 31, 2022. As of March 31, 2023 and March 31, 2022, there were no contingently issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. For the three and nine months ended September 30, 2016, there were less thanapproximately 0.1 million anti-dilutive stock-based awards outstanding. In addition, there were 5.9 million contingently issuable stock-basedcontingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, because the contingencies had not been met.
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Basic and diluted weighted average shares outstanding and earnings per share were as follows:
Three Months Ended 
 March 31,
(in millions, except per share data)20232022
Income from continuing operations$57.0 $52.3 
Less: income from continuing operations attributable to noncontrolling interests(4.3)(3.7)
Income from continuing operations attributable to TransUnion$52.7 $48.7 
Discontinued operations, net of tax(0.1)(0.4)
Net income attributable to TransUnion$52.6 $48.3 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$0.27 $0.25 
Discontinued operations, net of tax— — 
Net Income attributable to TransUnion$0.27 $0.25 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$0.27 $0.25 
Discontinued operations, net of tax— — 
Net Income attributable to TransUnion$0.27 $0.25 
Weighted-average shares outstanding:
Basic193.0 192.1 
Dilutive impact of stock based awards0.8 1.1 
Diluted193.9 193.2 
  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

11.15. Income Taxes
For the three months ended September 30, 2017,March 31, 2023, we reported an effective tax rate of 31.0%24.6%, which was lowerhigher than the 35%21.0% U.S. federal corporate statutory rate due primarily to the impact of increases for foreign withholding taxes, uncertain tax positions, nondeductible expenses primarily in connection with executive compensation limitations, and excess tax benefits related to the adoption of ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excess tax benefitsexpenses for share-based payment award transactions to be recorded in the income statement. Accordingly, we recognized excess tax benefits on stock option exercises, which resulted in a decrease in tax expense of $5.0 million,stock-based compensation, partially offset by an increase of $2.2 million in state tax expense including changes in state tax rates. benefits from the foreign rate differential and the research and development credit.
For the ninethree months ended September 30, 2017,March 31, 2022, we reported an effective tax rate of 25.2%31.8%, 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, state taxes and other rate-impacting items, partially offset by excess tax benefits on stock option exercises of $28.1 million and the first quarter 2017 ownership structure change for certain international subsidiaries which resulted in a decrease in income tax expense of $5.2 million, partially offset by an increase of $3.2 million in state tax expense including changes in state tax rates.stock-based compensation.
For the three months ended September 30, 2016, we reported an effective tax rate of 41.3%, which was higher than the 35% U.S. federal statutory rate due primarily to the tax expense on unremitted foreign earnings not considered permanently reinvested, the impact of valuation allowances on the losses of certain foreign subsidiaries, and changes in state tax assumptions. For the nine months ended September 30, 2016, we reported an effective tax rate of 43.1%, which was higher than the 35% U.S. federal statutory rate due primarily to the tax expense on unremitted foreign earnings not considered permanently reinvested, the impact of valuation allowances on the losses of certain foreign subsidiaries, and changes in state tax assumptions.
The totalgross amount of unrecognized tax benefits, which excludes indirect tax effects, was $7.6$46.0 million as of September 30, 2017,March 31, 2023, and $4.8$45.1 million as of December 31, 2016. These same2022. The amounts that would affect the effective tax rate if recognized. The accruedrecognized are $31.1 million and $30.5 million, respectively. We classify interest payable for taxes was insignificantand penalties as income tax expense in the consolidated statements of income and their associated liabilities as other liabilities in the consolidated balance sheets. Interest and penalties on unrecognized tax benefits were $11.0 million as of September 30, 2017March 31, 2023, and $10.1 million as of December 31, 2016. There was no significant liability for tax penalties as of September 30, 2017 or December 31, 2016.2022. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Generally, taxTax years 20082009 and forward remain open for examination in some state and foreign jurisdictions, 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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16. Fair Value
12.The following table summarizes financial instruments measured at fair value, on a recurring basis, as of March 31, 2023:
(in millions)TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 7 and 11)$193.7 $— $193.7 $— 
Notes Receivable (Note 7)72.4 — 72.4 — 
Available-for-sale marketable securities (Note 4)2.7 — 2.7 — 
Total$268.8 $— $268.8 $— 
Liabilities
Interest rate swaps (Notes 7 and 11)$3.3 $— $— $3.3 
Put option on Cost Method Investment (Note 10)10.7 — — 10.7 
Total$14.0 $— $— $— $— $14.0 
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2022:
(in millions)TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 7 and 11)$237.7 $— $237.7 $— 
Notes Receivable (Note 7)70.3 — 70.3 — 
Available-for-sale marketable securities (Note 4)2.6 — 2.6 — 
Total$310.6 $— $310.6 $— 
Liabilities
Put option on Cost Method Investment (Note 10)$10.0 $— $— $10.0 
Total$10.0 $— $— $10.0 
Level 2 instruments consist of foreign exchange-traded corporate bonds, interest rate swaps and notes receivable. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair values are determined using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the swaps. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As discussed in Note 11, “Debt,” there are two tranches of interest rate swaps that we entered into in 2020. In December 2022, we sold the non-core businesses of our VF acquisition. A portion of the consideration was in the form of a $72.0 million note receivable. The note receivable accrues interest semiannually at a per annum rate of 10.6% and is payable at maturity. The note matures on June 30, 2025, subject to an option of the note issuer to extend the maturity date for two successive terms of three months each, at an increased rate of interest at each extension. The note was initially recorded at fair value of $70.3 million using an income approach for fixed income securities, where contractual cash flows were discounted to present value at a risk-adjusted rate of return in a lattice model framework. The fair value of the note is determined each period by applying the same approach, considering changes to the risk-adjusted rate of return given observed changes to the interest rate environment, market pricing of credit risk, and issuer-specific credit risk.
Level 3 instruments consist of a put option on a Cost Method Investment. The put option allows the owners of the remaining shares to compel TransUnion to purchase their shares, subject to the fulfillment of certain conditions. The fair value of the put option is determined using a Monte Carlo analysis with assumptions that include revenue projections, volatility rates, discount rates and the option period, among others.

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17. Reportable Segments
ThisWe have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
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 13, “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 business issues.Emerging Verticals.
•Financial Services: The Financial Services vertical consists of our consumer lending, mortgage, auto and cards and payments lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, 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 revenue of Argus is included in Financial Services since the date of the acquisition.
•Emerging Verticals: Emerging Verticals include Technology, Commerce & Communications, Insurance, Media, Services & Collections, Tenant & Employment, and Public Sector. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer our services to customers in financial services, insurance, healthcare,onboarding and other industries.transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions.
International
The International segment provides services similar to our USISU.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and decisioningsolutions services, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances.finances and take precautions against identity theft.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.
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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.
Corporate
In addition, Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.


Selected segment financial information and disaggregated revenue consisted of the following:
 Three Months Ended March 31,
(in millions)20232022
Gross Revenue:
U.S. Markets:
Financial Services$320.6 $304.2 
Emerging Verticals299.8 295.7 
Total U.S. Markets$620.4 $599.9 
International:
Canada$31.4 $30.7 
Latin America28.6 27.3 
United Kingdom47.2 56.4 
Africa14.6 14.7 
India54.7 45.2 
Asia Pacific20.8 16.9 
Total International$197.2 $191.2 
Total Consumer Interactive$142.3 $149.6 
Total revenue, gross$960.0 $940.7 
Intersegment revenue eliminations:
U.S. Markets$(17.9)$(17.7)
International(1.4)(1.5)
Consumer Interactive(0.4)(0.2)
Total intersegment eliminations$(19.7)$(19.4)
Total revenue as reported$940.3 $921.3 
22
  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 $—
 $—
 $—
 $—
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As a result of displaying amounts in millions, rounding differences may exist in the table above.
A reconciliation of operatingSegment Adjusted EBITDA to income to incomefrom continuing operations before income taxes for the periods presented is as follows:
Three Months Ended March 31,
(in millions)20232022
U.S. Markets Adjusted EBITDA$200.0 $216.7 
International Adjusted EBITDA86.0 82.0 
Consumer Interactive Adjusted EBITDA70.0 68.9 
Total$356.1 $367.6 
Adjustments to reconcile to income from continuing operations before income taxes:
Corporate expenses1
$(33.8)$(33.4)
Net interest expense(66.0)(49.5)
Depreciation and amortization(129.7)(128.8)
Stock-based compensation2
(22.2)(20.6)
Mergers and acquisitions, divestitures and business optimization3
(8.9)(14.6)
Accelerated technology investment4
(19.7)(12.0)
Net other5
(4.6)(35.7)
Net income attributable to non-controlling interests4.3 3.7 
Total adjustments$(280.5)$(290.9)
Income from continuing operations before income taxes$75.6 $76.7 
  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
1.Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
2.Consisted of stock-based compensation and cash-settled stock-based compensation.
3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
For the three months ended March 31, 2023, $(6.0) million of Neustar integration costs; a $(2.5) million adjustment to a liability from a recent acquisition; $(1.4) million of acquisition expenses; a $(0.4) million adjustment to the fair value of a put option liability related to a minority investment; a $0.8 million gain on a settlement of a Cost Method Investment; and $0.6 million of reimbursements for transition services related to divested businesses, net of separation expenses.
For the three months ended March 31, 2022, consisted of the following adjustments: $(9.0) million of Neustar integration costs; $(8.9) million of acquisition expenses; a $(0.2) million adjustment to fair value of put options; and a $3.5 million reimbursement for transition services related to divested businesses, net of separation expenses.
4.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
5.Net other consisted of the following adjustments:
For the three months ended March 31, 2023, $(1.1) million of deferred loan fees written off as a result of the prepayment on our debt; and a $(3.5) million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the three months ended March 31, 2022, net other 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 $(0.7) million of net other, which includes 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 March 31,
(in millions)20232022
U.S. Markets$0.1 $0.4 
International3.0 2.6 
Total$3.1 $3.0 

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  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


13.18. 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 investigations and inquiries by regulators, we sometimes receive civil investigative demands, requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of litigationlegal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of litigationlegal and regulatory matters or the eventual loss, fines penalties or business impact,penalties, if any, that may result.result from such matters. We establish reserves for litigationlegal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because damages or penalties have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving litigationlegal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. The following discussion describes material developmentsWe 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.
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 previously disclosed material legal proceedingsand regulatory matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that occurredhas been asserted against us, except for the lawsuit filed by the Consumer Financial Protection Bureau (the “CFPB”) referenced below, that would not have some level of coverage by insurance after the relevant deductible, if any, is met.
As of March 31, 2023 and December 31, 2022, we have accrued $120.7 million and $125.0 million, respectively, for legal and regulatory matters. These amounts were recorded in other accrued liabilities in the nine months ended September 30, 2017. Referconsolidated 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.
CFPB Matters
In June 2021, we received a Notice and Opportunity to Part I, Item 3Respond 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 Annual Report on Form 10-Kexecutive 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 year endedNorthern 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
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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. We continue to be in active litigation on this matter.
As of March 31, 2023 and December 31, 2016, Part II, Item 12022, we have an accrued liability of our Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017, and Part II, Item 1 of our Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2017, for a full description of our material pending legal proceedings.
On June 21, 2017, the jury in Ramirez returned a verdict in favor of a class of 8,185 individuals in the amount of approximately $8.1$56.0 million ($984.22 per class member) in statutory damages and approximately $52.0 million ($6,353.08 per class member) in punitive damages. Plaintiff’s counsel has not provided any estimate of attorneys’ fees and costs that they will seek in connection with this verdict as permitted by law. The timingmatter and outcomethere is a reasonable possibility that a loss in excess of the ultimate resolutionamount 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 TURSS 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. On July 27, 2022, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action jointly with the Federal Trade Commission (“FTC”). We are currently progressing towards a settlement with the CFPB and the FTC regarding this matter, is uncertain.
We have posted a bond at nominal cost to stay the execution of the judgment pending resolution of post-judgment motions that were filed with the trial courtwhich may include redress, civil monetary penalties and the expectation of a subsequent appeal. Despite the jury verdict, wecertain business process changes. We continue to believe that we have not willfully violated any lawour acts and have meritorious grounds for seeking modification of the judgment at the trial court or on appeal. Given the complexity and uncertainties associated with the outcome of the post-trial proceedings and any subsequent appeals, there is a wide range of potential results, from vacating the judgment in its entirety to upholding some or all aspects of the judgment.practices are lawful. As of September 30, 2017,March 31, 2023, we have recorded an accrued liability for an immaterial amount in connection with this matter.
In June 2022, the CFPB informed Trans Union LLC that it intended to issue a charge forNORA letter following an investigation relating to alleged violations of law in connection with the placement and lifting of security freezes resulting from certain system issues. We have corrected associated system issues and have processes in place to monitor and address issues going forward. In August 2022, the TU Entities received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us. On April 14, 2023, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action. We have engaged in initial settlement discussions. We cannot provide assurance that the CFPB will not ultimately commence a legal action against us in this matter, equalnor are we able to predict the likely outcome, which could have a material adverse effect on our currentresults of operations and financial condition. As of March 31, 2023, we are not able to reasonably estimate our potential loss or range of probable lossesloss related to this matter.
Argus Department of Justice Matter
We are cooperating with an investigation originating from the civil division of the United States Attorney’s Office for statutory damages, netthe Eastern District of amountsVirginia related to Argus’s use of certain data it collected under certain government contracts. We acquired Argus in connection with our acquisition of VF in April 2022. This matter pertains to alleged conduct that commenced before we expectacquired Argus, and we are cooperating with Verisk Analytics, Inc. to receive from our insurance carriers,respond to the Department of Justice’s investigation. We cannot predict the timing, outcome, or potential impact of this matter, financial or otherwise. Under the stock purchase agreement Trans Union LLC entered into with Verisk Analytics, Inc. (the “Seller”) pursuant to which is not materialwe acquired VF, including Argus, the Seller agreed to our financial condition or results of operations. We have not, however, recorded an accrualindemnify us for certain losses 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 exhaustion of our post-judgment options.expenses.
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.
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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, 2016,2022, 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, including TransUnion Intermediate Holdings, Inc., 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, and healthcare. We have a global presence in over 30 countries across North America, Africa, Latin America, and Asia.
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 deep analytics expertise, whichaddressable market includes our people as well as tools such as predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enables businesses and consumers to gain better insights into their risk and financial data. Our decisioning capabilities, which are generally delivered on a software-as-a-service platform, allow businesses to interpretthe global data and applyanalytics 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 specific qualifying criteriadata identities play in their ability to make decisionsprocure goods and take action with respectservices. We leverage our differentiated capabilities in order to their customers. Collectively, our data, analyticsserve a global customer base across multiple geographies and decisioning capabilities allow businesses to authenticate the identity of consumers, effectively determine the most relevant products for consumers, retain and cross-sell to existing consumers, identify and acquire new consumers and reduce loss from fraud. Similarly, our capabilities allow consumers to see how their credit profiles have changed over time, understand the impact of financial decisions on their credit scores and manage their personal information as well as to take precautions against identity theft.industry verticals.
Segments
We manage our business and report our financial results in three reportable segments: USIS,U.S. Markets, International and Consumer Interactive. See Part I, Item 1 “Notes to Consolidated Financial Statements,” Note 17, “Reportable Segments” for additional information.
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 and business issues. We offer our services to customers in financial services, insurance, healthcare and otheracross industries.






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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.
Consumer Interactive offers
The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include 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 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.
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 Trends
Our revenues areand results of operations have been and can be significantly influenced by general macroeconomic conditions, including but not limited to, interest rates, inflation, housing demand, the availability of affordable credit and capital, interest rates, inflation, employment levels, consumer confidence and the impact of the global COVID-19 pandemic.
During the first three months of 2023, the U.S. labor market remained steady with low unemployment, and supply chain constraints continued to ease. However, subsiding but still elevated inflation, high energy prices, and consecutive interest rate increases by the Federal Reserve have all contributed to constrained economic activity. In addition, liquidity challenges within the banking sector, a slowing housing demand. Inmarket, lower GDP growth, softening consumer confidence and global geopolitical events, all added to the markets where we compete, we have generally seen good economicdeterioration of global macroeconomic conditions and increasing recession fears compared with the post-pandemic rebound of 2021 and 2022. These slowing macroeconomic conditions had a more pronounced impact in our developed markets compared with our emerging markets, although the impact of exchange rates had a continuing significant impact on our international segment. The impact of higher interest rates has been particularly acute in the housing sector, where higher borrowing rates significantly impacts both home affordability, driving down purchase activity, and demand for mortgage loan refinancing. The impact of higher interest rates on slowing aggregate demand is expected to result in increased market stabilizationunemployment levels over the past few years. Innext year, which is likely to reduce consumer demand for credit. These dynamics impact the United States, we continue to seecomparability of our results of operations, including our revenue and expense, between the periods presented below.
The ongoing uncertainty and the unpredictable nature of the macroeconomic environment could have a healthy, well functioning consumer lending market driven bymaterial adverse impact on various aspects of our business in the future, including our stock price, results of operations and financial condition, including the carrying value of our long-lived assets such as goodwill and intangible assets.
Effects of Inflation
We believe that inflation has had a strong labor marketsignificant negative impact on our business 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 solidresults of operations, including decreased demand for our marketingservices resulting from the Federal Reserve and other central banks consistently raising interest rates to combat inflation, slowing consumer spending on non-essential goods and services, and in our Consumer Interactive segment, strongconsequently lower demand for credit. The impact of continued elevated levels of inflation and the resulting response by the Federal Reserve and other central banks to raise interest rates could have a material adverse impact on various aspects of our credit and identity theft solutions. In addition, the strengthening of foreign currenciesbusiness in the first nine monthsfuture.
Developments that Impact Comparability Between Periods
The following developments impact the comparability of 2017 has improvedour balance sheets, results of operations and cash flows between periods:
On March 31, 2023, December 30, 2022 and January 31, 2022, we prepaid $75.0 million, $200.0 million and $400.0 million, respectively, of our Senior Secured Term Loan B-6, funded from our cash-on-hand. These transactions affect the operating results reported bycomparability
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of interest expense between 2023 and 2022, as further discussed in “Results of Operations - Non-Operating Income and (Expense) - Interest Expense” below.
On November 16, 2022, we entered into new interest rate swap agreements with various counterparties that effectively fix our International segment comparedLIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. These swaps replaced other swaps that expired in December 30, 2022. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,315.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.4105% and 4.4465% in exchange for receiving a variable rate that matches the prior year.variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Our revenues are also significantly influenced by industry trends, including the demand for information services in financial services, insurance, healthcare and other industries we serve. Companies are increasingly relying on business analytics and big-data technologies to help process this data in a cost-efficient manner. As customers have gained the ability to rapidly aggregate and analyze data generated by their own activities, they are increasingly expecting access to real-time data and analytics from their information providers as well as solutions that fully integrate into their workflows. As economies in emerging markets continue to develop and mature, we believe there will continue to be favorable socio-economic trends, such as an increase in the size of the middle class and a significant increase in the use of financial services by under-served and under-banked customers. Demand for consumer solutions is risingOn April 12, 2022, after failed settlement negotiations 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”) regarding a certain regulatory matter, the CFPB filed a lawsuit against us, Trans Union, LLC, TransUnion Interactive, Inc. and the Dodd-Frank Wall Street Reform andour former President of Consumer Protection Act and new capital requirements, continue to make operations for businesses more challenging.
Effects of Inflation
We do not believe that inflation has had a material effect on our business, results of operations or financial condition.
Recent Developments
Interactive. During the third quarter of 2017, we repaid $45.0 million on our Senior Secured Revolving Line of Credit.
On August 9, 2017, we refinanced and amended certain provisions of our senior secured credit facility. Amendments to the Senior Secured Term Loan B included a 0.50% reduction in the applicable margin. Amendments to the Senior Secured Term Loan A included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, an increase in borrowing to $400.0 million, and a reduction in the scheduled principal repayments. Amendments to the Senior Secured Revolving Line of Credit included an extension of the maturity date from June 2020 to August 2022, a reduction in the applicable margin depending on our total net leverage ratio, a reduction in the annual commitment fee on the unused borrowings, and an increase in the commitment amount to $300.0 million. Other key provisions include changes in incremental borrowing limits and a reduction in the maximum for the senior secured net leverage ratio test to 5.5-to-1. The refinancing resulted in $5.6 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income in the third quarter of 2017.
During the second quarter of 2017, we repaid $60.0 million on our Senior Secured Revolving Line of Credit.
On August 4, 2017, certain of our stockholders completed a secondary offering of 25.875 million shares of TransUnion common stock, which included the underwriters’ exercise of an option to purchase an additional 3.375 million shares. On April 26, 2017, certain of our stockholders completed a secondary offering of 18.975 million shares of TransUnion common stock, which included the underwriters’ exercise of an option to purchase an additional 2.475 million shares. On February 22, 2017, certain of our

stockholders completed a secondary offering of 19.85 million shares of TransUnion common stock. On March 22, 2017, the underwriters exercised their option to purchase an additional 1.985 million shares. These secondary offerings had no impact on our financial statements, other than approximately $0.4 million and $1.4 million of transaction costs recorded in other income and expense for the three- and nine-month periods in 2017, respectively. We were obligated to pay these costs in accordance with an agreement with the stockholders. We did not receive any proceeds from this offering as all shares were sold by the selling stockholders.
As part of the April 26, 2017 offering, the Company purchased 1.65 million shares of common stock for a total of $65.2 million from the underwriters. On May 2, 2017, we borrowed $65.0 million under the Senior Secured Revolving Line of Credit to fund this share purchase. The shares purchased by the Company are held in treasury, and reduced the number of outstanding shares of common stock accordingly. As part of the March 22, 2017 offering, the Company purchased 1.85 million shares of common stock for a total of $68.3 million from the underwriters. The share purchases were funded with cash on hand. The shares purchased by the Company are held in treasury, and reduced the number of outstanding shares of common stock accordingly.
On March 21, 2017, we borrowed $40.0 million under the Senior Secured Revolving Line of Credit to partially fund the acquisition of an additional interest in TransUnion CIBIL Limited (formerly Credit Information Bureau (India) Limited (“CIBIL”)).
On January 31, 2017, we refinanced and amended certain provisions of our Senior Secured Term Loan B. Key provisions of the amendment included a two-year extension of the maturity date from April 2021 to April 2023, a 0.25% reduction in the applicable margin and a reduction in the LIBOR floor to zero from 0.75%. The refinancing resulted in $5.0 million of refinancing fees and other net costs expensed and recorded in other income and expense in the consolidated statements of income in the first quarter of 2017.
Recent Acquisitions and Partnerships
We selectively evaluate acquisitions and partnerships as a means2022, we recorded an incremental $29.5 million of expense related to expand our business and international footprint, andthis matter. See Part I, Item 1, “Notes to enter new markets. Since January 1, 2016, we completed the following acquisitions:Unaudited Consolidated Financial Statements,” Note 18, “Contingencies,” for further information about this matter.
On August 18, 2017,April 8, 2022, we acquired 100% of the equity of Datalinkthe entities that comprised Verisk Financial Services Inc. (“Datalink”VF”). Datalink’s solutions provide enhanced data that identifies risks associated with an applicant’s driving behaviorWe retained the leading core businesses of Argus, and provides insurers with a cost-competitive, timely and more detailed offering.divested the remaining non-core businesses on December 30, 2022. The results of operations of Datalink, whichArgus are not material to our consolidated financial statements, have been included as part of our USISin the U.S. Markets segment in our consolidated statements of income since the date of the acquisition. See Part I, Item 1, “Notes to Consolidated Financial Statements,” Note 2, “Business Acquisition,” and Note 3 “Discontinued Operations,” for additional information.
On July 19, 2017, we acquired a small non-voting preferred stock equity interest in Synthetic P2P Holdings Corporation (“PeerIQ”). Also, on November 10, 2016, we entered into an agreement with PeerIQ whereby we licensed data to PeerIQ and, in return, received warrants to purchase a noncontrolling interest in their common stock. PeerIQ is a credit risk analytics firm that helps institutions analyze, access and manage risk in the peer-to-peer lending sector. We account for PeerIQ on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.
During March 2017, we increased our equity interest in CIBIL from 82.1% to 92.1% with additional purchases totaling 10%. On September 30, 2016, we increased our equity interest in CIBIL from 77.1% to 82.1% with an additional purchase of 5%. In June 2016, we increased our equity interest in CIBIL from 66.1% to 77.1% with additional purchases totaling 11%.
On November 4, 2016, we increased our ownership interest in Central de Informacion Financiera S.A. (“CIFIN”) from 95.17% to 100%. On August 3, 2016, we increased our equity interest in CIFIN from 94.67% to 95.17% with an additional purchase of 0.5%. On May 31, 2016, we increased our interest from 71.0% to 94.67% with an additional purchase of 23.67%. On February 8, 2016, we acquired a 71.0% equity interest in CIFIN. CIFIN is one of two primary credit bureaus in Colombia. The results of operations of CIFIN, which are not material to our consolidated financial statements, have been included as part of our International segment in our consolidated statements of income since the date of the acquisition.
On September 21, 2016, we acquired 100% of the equity of RTech Healthcare Revenue Technologies, Inc. (“RTech”). RTech uses innovative proprietary technology to help healthcare providers protect revenue and cash. The results of operations of RTech, which are not material to our consolidated financial statements, have been included as part of our USIS segment in our consolidated statements of income since the date of acquisition.
On August 30, 2016, we made a noncontrolling interest investment in SavvyMoney, Inc. (“SavvyMoney”). SavvyMoney is a provider of credit information services for bank and credit union users. We account for SavvyMoney on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.
On June 15, 2016, we acquired 100% of the equity of Auditz, LLC (“Auditz”). Auditz is a U.S.-based healthcare services organization that uses sophisticated proprietary technology to help healthcare providers identify and recover payments. The results of operations of Auditz, which are not material to our consolidated financial statements, have been included as part of our USIS segment in our consolidated statements of income since the date of the acquisition.

On April 29, 2016, we acquired the remaining 12.5% ownership interest in Drivers History Information Sales, LLC (“DHI”). We no longer record net income attributable to the noncontrolling interests in our consolidated statements of income or redeemable noncontrolling interests on our consolidated balance sheets from the date we acquired the remaining interest.
On April 15, 2016, we made a noncontrolling interest investment in Dashlane, Inc. (“Dashlane”). Dashlane is a password management company that enables users to monitor their online identities across multiple sites and applications. We account for Dashlane on the cost method of accounting. Any future dividends will be recorded in other income and expense when received.
Key Components of Our Results of Operations
Revenue
We derivereport revenue for our USIS segmentthree reportable segments, U.S. Markets, International and Consumer Interactive. Within the U.S. Markets segments, we report and disaggregate revenue from three operating platforms: Online Data Services, Marketing Services and Decision Services. Online Data Services encompass services delivered in real-time using both credit and public record datasets. We also provide online reports that link public record datasets for qualified businesses seeking to locate consumers, specific assets or investigate relationships among consumers, businesses and locations. Collectively, the reports, characteristics and scores, with variations tailored for specific industries, form the basis of Online Data Services. We also provide online services to help businesses manage fraud and authenticate a consumer’s identity when they initiate a new business relationship. Additionally, we provide data to businesses to help them satisfy “know your customer” compliance requirements and to confirm an individual’s identity. Marketing Services help our customers develop marketing lists of prospects via direct mail, web and mobile. Our databases are used by our customers to contact individuals to extend firm offers of credit or insurance. We provide portfolio review services,vertical, which are periodic reviewsconsists of our customers’ existing accounts, to helpFinancial Services vertical and Emerging vertical. Revenue from our customers develop cross-selling offers to their existing customers and monitor and manage riskacquisition of Argus is included in their existing consumer portfolios. We also provide trigger services, which are daily notifications of changes to a consumer profile. Decisionthe Financial 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 atvertical. Within the time of customer interaction. Our customers use Decision Services to evaluate business risks and opportunities, including those associated with new consumer credit and checking accounts, insurance applications, optimizing accounts receivable management and collections, patient registrations and insurance coverages, and apartment rental requests.
We report our International segment, we disaggregate revenue in two categories: developed markets and emerging markets. Our developed markets areby regions, which consists of Canada, and Hong Kong. Our emerging markets include Africa, Latin America, the United Kingdom, Africa, India, and Asia Pacific and India.
Pacific. For our Consumer Interactive offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment, include credit reports and scores, credit monitoring, fraud protection and resolution and financial management. Our products are provided through user friendly online and mobile interfaces and supported by educational content and customer support.we do not disaggregate revenue.
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-method investments,Cost Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.

28
Tableof Contents
Results of Operations
Key Performance Measures
Management, including our chief operating decision maker, evaluates the financial performance of our businesses based on a variety of key indicators. These indicators include the non-GAAP measure Adjusted EBITDA —Three Months Ended March 31, 2023 and the GAAP measures revenue, cash provided by operating activities and cash paid for capital expenditures. For the three and nine months ended September 30, 2017 and 2016, these key indicators were as follows:2022
  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 %
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 to TransUnion to Adjusted EBITDA for the three and nine months ended September 30, 2017 and 2016.
(2)Consisted of stock-based compensation and cash-settled stock-based compensation.
(3)For the three months ended September 30, 2017, consisted of the following adjustments to operating income: a $0.4 million adjustment to contingent consideration expense from previous acquisitions. For the three months ended September 30, 2017, consisted of the following adjustments to non-operating income and expense: a $(2.0) million net reduction in acquisition expenses resulting from a reimbursement of certain acquisition costs recorded in prior periods partially offset by other acquisition costs and $(0.1) million of miscellaneous. For the nine months ended September 30, 2017, consisted of the following adjustments to operating income: a $0.5 million loss on the divestiture of a small business operation; and a $0.2 million adjustment to contingent consideration expense from previous acquisitions. For the nine months ended September 30, 2017, consisted of the following adjustments to non-operating income and expense: $4.5 million of acquisition expenses.
For the three months ended September 30, 2016, consistedMarch 31, 2023 and 2022, our results of the following adjustments to operating income: a $0.9 million adjustment to contingent consideration expense from previous acquisitions; and a $0.7 million loss on the divestiture of a small international line of business. For the three months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $2.3 million of acquisition expenses; and a $0.3 million loss on the divestiture of a small international line of business. For the nine months ended September 30, 2016, consisted of the following adjustments to operating income: a $1.0 million adjustment to contingent consideration expense from previous acquisitions; a $0.8 million loss on the divestiture of a small international line of business; and a $(0.5) million adjustment to business optimization expenses. For the nine months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $15.8 million of acquisition expenses; and a $0.2 million loss on the divestiture of a small international line of business.
(4)Represented costs associated with a project to transform our technology infrastructure.
(5)For the three months ended September 30, 2017, consisted of the following adjustments to operating income and expense: a $(1.3) million reduction to expense for certain legal and regulatory matters; and a $(0.6) million reduction to expense for sales and use tax matters. For the three months ended September 30, 2017, consisted of the following adjustments to non-operating income and expense: $5.6 million of fees related to the refinancing of our senior secured credit facility; $0.5 million of currency remeasurement of our foreign operations; $0.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders; $0.3 million of loan fees; and $0.1 million mark-to-market loss related to ineffectiveness of our interest rate hedge. For the nine months ended September 30, 2017, consisted of the following adjustments to operating income and expense: a $(1.3) million reduction to expense for certain legal and regulatory matters; and a $(0.6) million reduction to expense for sales and use tax matters. For the nine months ended September 30, 2017, consisted of the following adjustments to non-operating income and expense: $10.5 million of fees related to the refinancing of our senior secured credit facility; $1.4 million of fees incurred in connection with secondary offerings of shares of TransUnion common stock by certain of our stockholders; $1.1 million of loan fees; a $0.2 million mark-to-market loss related to ineffectiveness of our interest rate hedge; $(1.1) million of currency remeasurement of our foreign operations; and $(0.4) million of miscellaneous.
For the three months ended September 30, 2016, consisted of the following adjustments to operating income: $(0.7) million of miscellaneous. For the three months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $0.7 million of fees connected to the filing of secondary registration statements filed on behalf of certain stockholders; $0.3 million of loan fees; $(0.9) million of currency remeasurement of our foreign operations; a $(0.1) million mark-to-market gain related to ineffectiveness of our interest rate hedge; and $(0.2) million of miscellaneous. For the nine months ended September 30, 2016, consisted of the following adjustments to operating income: a $0.3 million charge for certain legal and regulatory matters; and $(0.7) million of miscellaneous. For the nine months ended September 30, 2016, consisted of the following adjustments to non-operating income and expense: $2.5 million of fees connected to the filing of secondary registration statements filed on behalf of certain stockholders; $1.1 million of loan fees; a $0.9 million mark-to-market loss related to ineffectiveness of our interest rate hedge; and $(0.6) million of currency remeasurement of our foreign operations.




Revenue
Total revenue increased $60.4 million for the three months ended September 30, 2017, compared with the same period in 2016, due to strong organic growth in all of our segments, across all platforms and nearly all markets, revenue from our recent acquisitions in our USIS segment and the impact of strengthening foreign currencies on the 2017 revenue of our International segment. Revenue for our recent acquisitions accounted for an increase in revenue of 0.8% and the impact of strengthening foreign currencies accounted for an increase in revenue of 0.6%.
Total revenue increased $158.7 million for the nine months ended September 30, 2017, compared with the same period in 2016, due to strong organic growth in all of our segments, across all platforms and nearly all markets, revenue from our recent acquisitions in our USIS segment and by the impact of strengthening foreign currencies on the 2017 revenue of our International segment. Revenue for our recent acquisitions accounted for an increase in revenue of 1.2% and the impact of strengthening foreign currencies accounted for an increase in revenue of 0.7%. Revenue by segment in the three- and nine-month periodsoperations 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 million and $115.1 million for the three and nine months ended September 30, 2017, compared with the same periods in 2016, due to increases in revenue from all platforms including revenue from our recent acquisitions of Auditz, RTech and DataLink.
Online Data Services
Online Data Services revenue increased $21.8 million and $65.6 million for the three- and nine-month periods, compared with the same periods in 2016, due to a 4.7% and 3.2% increase in credit report unit volume in each respective period, a change in the mix of customer volumes, which resulted in an increase in average pricing for online credit reports for the nine months in 2017 compared with the same period in 2016, and an increase due to new product initiatives.

Marketing Services
Marketing Services revenue increased $7.2 million and $20.9 million for the three- and nine-month periods, compared with the same periods in 2016, due primarily to an organic increase in custom data sets and archive information driven by an increase in demand for our new solutions and other batch jobs.
Decision Services
Decision Services revenue increased $9.7 million and $28.6 million for the three- and nine-month periods, compared with the same periods in 2016, due primarily to increases in the healthcare market, including revenue from our recent acquisitions.
International Segment
International revenue increased $12.6 million, or 15.3%, and $37.9 million, or 16.6% for the three and nine months ended September 30, 2017, compared with the same periods in 2016. The increase was due to higher local currency revenue in most regions from increased volumes and by an increase of 3.0% and 3.9% from the impact of strengthening foreign currencies, and for the nine-month period, revenue from our acquisition of CIFIN.
Developed Markets
Developed markets revenue increased $4.6 million, or 15.7%, and $12.6 million, or 15.7% for the three- and nine-month periods, compared with the same periods in 2016, due to higher local currency revenue in both regions primarily from increased volumes and an increase of 2.6% and 0.7% from the impact of strengthening foreign currencies, primarily the Canadian dollar.
Emerging Markets
Emerging markets revenue increased $8.0 million, or 15.1%, and $25.3 million, or 17.2% for the three- and nine-month periods, compared with the same periods in 2016, due to higher local currency revenue in most regions primarily from increased volumes and an increase of 3.2% and 5.6% from the impact of strengthening foreign currencies, primarily the South African rand, Brazilian real and Indian rupee.
Consumer Interactive Segment
Consumer Interactive revenue increased $9.6 million and $7.4 million for the three and nine months ended September 30, 2017, compared with the same periods in 2016. The increase was due primarily to an increase in revenue from our indirect channel.
Operating Expenses
Operating expenses for the three and nine months ended September 30, 2017 and 2016, were as follows:
  Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Cost of services $169.3
 $141.5
 $27.8
 19.7 % $472.3
 $434.4
 $37.9
 8.7 %
Selling, general and administrative 142.2
 137.1
 5.0
 3.7 % 436.0
 413.7
 22.3
 5.4 %
Depreciation and amortization 59.9
 63.2
 (3.2) (5.1)% 176.2
 209.6
 (33.4) (15.9)%
Total operating expenses $371.4
 $341.8
 $29.6
 8.7 % $1,084.5
 $1,057.7
 $26.8
 2.5 %
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Cost of Services
Cost of services increased $27.8 million and $37.9 million for the three- and nine-month periods, compared with the same periods in 2016.
The increase was due primarily to:
an increase in labor costs as we continue to invest in key strategic growth initiatives;
an increase in product costs resulting from the increase in revenue, primarily in our USIS segment;
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 million and $22.3 million for the three- and nine-month periods, compared with the same periods in 2016.
The increase was due primarily to:
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 USIS and International segments,
partially offset by:
the benefit of focusing our marketing spend on more efficient channels in our Consumer Interactive segment.
Depreciation and Amortization
Depreciation and amortization decreased $3.2 million and $33.4 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 headcount as we continue to invest in key strategic growth initiatives;
an increase in product costs in our USIS segment due to the increase in revenue; and
operating costs from our acquisitions in our USIS and International segments.
Margins for the USIS segment increased in both periods due to the increase in revenue, the decrease in depreciation and amortization, and savings enabled by our technology transformation, partially offset by the increase in compensation costs, product costs and operating costs from our recent acquisitions. Margins for the International segment increased in both periods due primarily to the increase in revenue and cost savings from our key productivity initiatives. Margins for the Consumer Interactive segment increased in both periods due to the decrease in product costs from a favorable shift in the mix of revenue and more efficient marketing spend.

Non-Operating Income and Expense
  Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Interest expense $(21.7) $(21.4) $(0.3) (1.4)% $(65.8) $(63.1) $(2.7) (4.2)%
Interest income 1.5
 1.2
 0.3
 22.8 % 4.2
 3.2
 1.0
 30.5 %
Earnings from equity
method investments
 2.6
 2.3
 0.3
 15.0 % 6.3
 6.2
 0.1
 1.9 %
Other income and expense, net:       
        
Acquisition fees 2.0
 (2.3) 4.3
 186.9 % (4.5) (15.8) 11.3
 71.5 %
Loan fees (5.9) (0.3) (5.6) nm
 (11.6) (1.1) (10.5) nm
Dividends from cost method
investments
 —
 —
 —
 — % 0.7
 0.6
 0.1
 11.7 %
Other income (expense), net (1.0) 0.4
 (1.4) nm
 (0.1) (2.9) 2.8
 97.6 %
Total other income and expense, net (4.8) (2.2) (2.6) (116.6)% (15.6) (19.2) 3.6
 18.5 %
Non-operating income and expense $(22.4) $(20.1) $(2.3) (11.5)% $(70.9) $(72.9) $2.0
 2.7 %
Three months endedChange
March 31,2023 vs. 2022
 20232022$%
Revenue$940.3 $921.3 $19.0 2.1 %
Operating expenses
Cost of services (exclusive of depreciation and amortization below)324.9 298.0 26.8 9.0 %
Selling, general and administrative340.5 359.5 (19.0)(5.3)%
Depreciation and amortization129.7 128.8 0.9 0.7 %
Total operating expenses795.1 786.3 8.8 1.1 %
Operating income145.2 135.0 10.2 7.6 %
Non-operating income and (expense)
Interest expense(71.8)(50.2)(21.6)43.1 %
Interest income5.8 0.7 5.1 nm
Earnings from equity method investments3.1 3.0 0.1 3.9 %
Other income and (expense), net(6.8)(11.8)5.0 (42.4)%
Total non-operating income and (expense)(69.6)(58.3)(11.4)19.5 %
Income from continuing operations before income taxes75.6 76.7 (1.1)(1.5)%
Provision for income taxes(18.6)(24.4)5.8 (23.8)%
Income from continuing operations57.0 52.3 4.7 8.9 %
Discontinued operations, net of tax(0.1)(0.4)0.3 (76.9)%
Net income56.9 52.0 4.9 9.5 %
Less: net income attributable to noncontrolling interests(4.3)(3.7)(0.6)17.3 %
Net income attributable to TransUnion$52.6 $48.3 $4.3 8.9 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Revenue
For the three and nine months ended SeptemberMarch 31, 2023, revenue increased $19.0 million, or 2.1%, compared with the same period in 2022, due primarily to a 2.2% increase from our recent acquisition in the U.S. Markets segment, partially offset by macroeconomic weakness in several markets and decreases from the impact of foreign currencies.
Operating Expenses
Cost of Services
Cost of services increased $26.8 million for the three months ended March 31, 2023, compared with the same period in 2022.
The increase was due primarily to:
•an increase in variable product costs resulting from the increase in revenue in our U.S. Markets and International segments, and an increase in certain product cost pricing primarily in our U.S. Markets segment;
•an increase in operating costs due to our acquisition in our U.S. Markets segment;
•an increase in costs from our accelerated technology investment; and
•an increase in labor costs, primarily in our International segment, as we continue to invest in key strategic growth initiatives,
partially offset by:
•the impact of foreign currencies on the expenses of our International operations.
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Selling, General and Administrative
Selling, general and administrative expenses decreased $19.0 million for the three months ended March 31, 2023, compared with the same period in 2022.
The decrease was due primarily to:
•a decrease in certain legal and regulatory expenses;
•a decrease in advertising expense, primarily in our Consumer Interactive segment; and
•the impact of foreign currencies on the expenses of our International segment,
partially offset by:
•an increase in operating costs from our April 2022 acquisition in our U.S. Markets segment; and
•an increase in labor costs, as we continue to invest in key strategic growth initiatives.
Depreciation and Amortization
Depreciation and amortization increased $0.9 million for the three months ended March 31, 2023, compared with the same period in 2022 as the incremental depreciation and amortization from our recent acquisitions of tangible and intangible assets was offset by a decrease in depreciation and amortization from legacy assets.
Non-Operating Income and Expense
Interest expense
On March 31, 2023, December 30, 2017,2022 and January 31, 2022, we prepaid $75.0 million, $200.0 million and $400.0 million, respectively, of our Senior Secured Term Loan B-6, funded from our cash-on-hand. The interest rate on our debt is variable and based on LIBOR. Approximately 71.1% of this debt is hedged with interest rate swaps.
These factors impact the comparability of interest expense between periods. Our future interest expense could be materially impacted by changes in our variable interest rates to the extent our variable rate debt is not hedged, additional borrowings, or additional prepayments. See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 11, “Debt,” for additional information about our debt.
For the three months ended March 31, 2023, interest expense increased $0.3 million and $2.7$21.6 million compared with the same periodsperiod in 2016,2022. This increase was due primarily to the impact of an increase in the average interest rate, partially offset by a decrease in outstanding principal balance.balance due to the prepayments made in 2022 and 2023.
For the three months ended March 31, 2023, interest income increased $5.1 million due to interest earned on the note receivable discussed in Note 16, “Fair Value,” and the increase in interest rates.
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
 Three Months Ended March 31,
(in millions)20232022$
Change		%
Change
Other income and (expense), net:
Acquisition fees$(1.4)$(8.9)$7.5 nm
Loan fees(1.7)(6.9)5.2 nm
Other income (expense), net(3.7)4.0 (7.7)nm
Total other income and (expense), net$(6.8)$(11.8)$5.0 nm
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Acquisition fees
Acquisition fees represent costs we have incurred in each period for various acquisition-related efforts. efforts, and include costs related to our acquisition of Argus in 2022.
Loan fees
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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 2016March 31, 2023 and the cost reimbursement received in the third quarter of 2017.
For the three and nine months ended September 30, 2017,2022, loan fees included $5.6$1.1 million and $10.5$6.5 million, respectively, of refinancingour unamortized original issue discount and deferred financing fees and other net costs expensedwritten off as a result of refinancingthe $75.0 million and $400.0 million prepayments of our Senior Secured Term Loan.Loan B-6.
For the three months ended September 30, 2017, otherOther income net, included $0.4 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our shareholders and $0.5 million of(expense), net
Includes 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 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders, partially offset by $1.1 million of currency remeasurement gains. For the three and nine months ended September 30, 2016, other income, net, included $0.7 million and $2.5 million of fees incurred in connection with the filing of registration statements and secondary offerings of shares of TransUnion common stock by certain of our stockholders.expense items.
Provision for Income Taxes
For the three months ended September 30, 2017,March 31, 2023, we reported an effective tax rate of 31.0%24.6%, which was lowerhigher than the 35%21.0% U.S. federal corporate statutory rate, due primarily to the impact of increases for foreign withholding taxes, uncertain tax positions, nondeductible expenses primarily in connection with executive compensation limitations, and excess tax benefits related to the adoption of ASU No. 2016-09. Effective January 1, 2017, this new guidance requires any excess tax benefitsexpenses for share-based payment award transactions to be recorded in the income statement. Accordingly, we recognized excess tax benefits on stock option exercises, which resulted in a decrease in tax expense of $5.0 million,stock-based compensation, partially offset by an increase of $2.2 million in state tax expense including changes in state tax rates. benefits from the foreign rate differential and the research and development credit.
For the ninethree months ended September 30, 2017,March 31, 2022, we reported an effective tax rate of 25.2%31.8%, which was lowerhigher than the 35%21.0% U.S. federal corporate statutory rate, due primarily to thenondeductible expenses in connection with certain legal and regulatory matters, state taxes and other rate-impacting items, partially offset by excess tax benefits on stock option exercisesstock-based compensation.
Segment Results of $28.1 millionOperations—Three Months Ended March 31, 2023 and 2022:
Management, including our chief operating decision maker (“CODM”), evaluates the first quarter 2017 ownership structure change for certain international subsidiaries which resulted in a decrease in income tax expensefinancial performance of $5.2 million, partially offset by an increase of $3.2 million in state tax expense including changes in state tax rates.our businesses based on revenue and segment Adjusted EBITDA. For the three months ended March 31, 2023 and 2022, our segment revenue and segment Adjusted EBITDA were as follows:
For the three months ended September 30, 2016,March 31, 2023 and 2022, these key performance indicators were as follows:
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Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment
 Three Months Ended March 31,
(in millions)20232022$
Change		%
Change
Revenue:
U.S. Markets gross revenue
     Financial Services$320.6 $304.2 $16.4 5.4 %
     Emerging Verticals299.8 295.7 4.1 1.4 %
U.S. Markets gross revenue$620.4 $599.9 $20.5 3.4 %
International:
     Canada$31.4 $30.7 $0.7 2.4 %
     Latin America28.6 27.3 1.3 4.7 %
     United Kingdom47.2 56.4 (9.2)(16.4)%
     Africa14.6 14.7 (0.1)(0.9)%
     India54.7 45.2 9.5 21.0 %
     Asia Pacific20.8 16.9 3.9 22.7 %
International gross revenue$197.2 $191.2 $6.0 3.1 %
Consumer Interactive$142.3 $149.6 $(7.2)(4.8)%
Total gross revenue$960.0 $940.7 $19.3 2.0 %
Adjusted EBITDA:
U.S. Markets200.0 216.7 (16.6)(7.7)%
International86.0 82.0 4.1 5.0 %
Consumer Interactive70.0 68.9 1.1 1.6 %
Adjusted EBITDA margin:
U.S. Markets32.2 %36.1 %(3.9)%
International43.6 %42.9 %0.8 %
Consumer Interactive49.2 %46.1 %3.1 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
We define Adjusted EBITDA Margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
U.S. Markets Segment
Revenue
U.S. Markets revenue increased $20.5 million, or 3.4%, for the three months ended March 31, 2023, compared with the same period in 2022, due primarily to a 3.4% increase from our acquisition of Argus.
Financial Services: Revenue increased $16.4 million, or 5.4%, for the three months ended March 31, 2023, compared with the same period in 2022, due primarily to a 6.7% increase from our acquisition of Argus, partially offset by a decrease in organic revenue. Organic revenue decreased in our mortgage line of business as volumes declined due to the significant increases in interest rates, although at a slowing rate, that was partially offset by price increases. Revenue also declined in our consumer lending business as volumes decreased due to macroeconomic uncertainty. These decreases were partially offset by an increase in revenue from price and volume increases in our auto line of business, while our card and banking business was up slightly. We anticipate interest rates will remain high and continue to impact our Financial Services business.
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Emerging Verticals: Revenue increased $4.1 million, or 1.4%, for the three months ended March 31, 2023, compared with the same period in 2022, due primarily to increases in our Technology, Insurance, Services & Collections, Tenant & Employment, and Public Sector verticals from new wins in our existing product portfolio, partially offset by softness in our Media and Commerce & Communications verticals.
Adjusted EBITDA
For the three months ended March 31, 2023, Adjusted EBITDA decreased $16.6 million primarily due to higher variable product costs, partially offset by the increase in revenue and a decrease in certain legal and regulatory expenses.
For the three months ended March 31, 2023, Adjusted EBITDA margin decreased, due primarily to a shift in the revenue mix and the lower margin profile of the Argus business, partially offset by a decrease in certain legal and regulatory expenses.
International Segment
Revenue
International revenue increased $6.0 million, or 3.1%, for the three months ended March 31, 2023, compared with the same period in 2022, due primarily to higher local currency revenue in all regions except for the United Kingdom, increased volumes, resulting from improving economic conditions and new product initiatives, partially offset by a decrease of 8.7% from the impact of foreign currencies.
Canada: Revenue increased $0.7 million, or 2.4%, for the three months ended March 31, 2023, compared with the same period in 2022. The increase was due primarily to higher local currency revenue from new business wins at a large bank, share-shifts from key customers and other volume increases, partially offset by a decrease in revenue of 6.9% from the impact of foreign currencies.
Latin America: Revenue increased $1.3 million, or 4.7%, for the three months ended March 31, 2023, compared with the same period in 2022. The increase was due primarily to higher local currency revenue from broad-based growth across our markets, including ongoing new business wins and expansion of our new solutions, partially offset by a decrease of 6.6% from the impact of foreign currencies.
United Kingdom: Revenue decreased $9.2 million, or 16.4%, for the three months ended March 31, 2023, compared with the same period in 2022. The decrease was primarily driven by a 8.7% impact from foreign currencies and the impact of a one-time contract in the prior year, partially offset by volume growth from new products at key Financial Services customers.
Africa: Revenue decreased $0.1 million, or 0.9%, for the three months ended March 31, 2023, compared with the same period in 2022. The decrease was primarily driven by a 15.2% impact of foreign currencies. Excluding the impact of foreign currency, local currency revenue increased due to meaningful new business wins and contract renewals as well as growth in emerging countries and emerging verticals.
India: Revenue increased $9.5 million, or 21.0%, for the three months ended March 31, 2023, compared with the same period in 2022, due primarily to higher local currency revenue from growth in consumer and commercial credit markets fueled by healthy consumers who continued to spend despite rising inflation, including fraud, employment screening and consumer offerings, partially offset by a decrease of 11.5%from the impact of foreign currencies.
Asia Pacific: Revenue increased $3.9 million, or 22.7%, for the three months ended March 31, 2023, compared with the same period in 2022, due primarily to higher local currency revenue from increased volumes resulting from improved macroeconomic conditions, including new business in the financial services market, new product adoptions and increased volume in our consumer offerings, partially offset by a decrease of 2.2%from the impact of foreign currencies.
Adjusted EBITDA
For the three months ended March 31, 2023, Adjusted EBITDA increased $4.1 million due primarily to the increase in revenue partially offset by an increase in labor costs and variable product costs.
For the three months ended March 31, 2023, Adjusted EBITDA margins for the International segment increased due primarily to an increase in local currency revenue and improving market conditions in some of our regions, partially offset by an increase in labor costs, and the impact of foreign currencies.
Consumer Interactive Segment
Revenue
Consumer Interactive revenue decreased $7.2 million, or 4.8% for the three months ended March 31, 2023, compared with the same period in 2022, due primarily to a decrease in revenue in our direct channel as reduced advertising and slowing
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macroeconomic conditions significantly reduced consumer demand for our paid credit products, partially offset by an increase in revenue in our indirect channel. In our indirect channel, revenue increased due primarily to higher volumes and new contracts with existing customers, partially offset by a prior year breach services contract.
Adjusted EBITDA
Adjusted EBITDA was relatively flat as the decrease in advertising expense was partially offset by a decrease in revenue.
For the three months ended March 31, 2023, Adjusted EBITDA margin for the Consumer Interactive segment increased due to a decrease in advertising costs and compensation costs and revenue growth in our indirect channel, partially offset by a decrease in revenue in our direct channel.

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Non-GAAP measures—Three Months Ended March 31, 2023 and 2022:
In addition to the GAAP measures discussed above, Management, including our CODM, evaluates the financial performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio.
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we reported ando, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (loss) attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of 41.3%these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our board of directors and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
We define Consolidated Adjusted EBITDA as net income (loss) attributable to TransUnion, less 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 define Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.
We define Adjusted Net Income as net income (loss) attributable to TransUnion, less discontinued operations, net of tax, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, including Neustar integration-related expenses, plus certain accelerated technology investment expenses, plus (less) certain other expenses (income), plus amortization of certain intangible assets, plus or minus the total adjustment for income taxes included in our Adjusted Provision for Income Taxes. We define Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding. We define Adjusted Provision for Income Taxes as our provision for income taxes, plus or minus the tax impact on the adjustment included in Adjusted Net Income, plus or minus the impact of excess tax benefits for share compensation, plus or minus other items that relate to prior periods such as valuation allowance changes, deferred tax rate and return to provision adjustments, and other unusual items that are included in our provision for income taxes. We define Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted Net Income.
We define Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
For the three months ended March 31, 2023 and 2022, these non-GAAP measures were as follows:
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Adjusted EBITDA and Adjusted EBITDA Margin:
 Three Months EndedChange
 March 31,2023 vs. 2022
(dollars in millions)20232022$%
Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA:
Net income attributable to TransUnion$52.6 $48.3 $4.3 nm
Discontinued operations0.1 0.4 (0.3)nm
Net income from continuing operations attributable to TransUnion$52.7 $48.7 $4.0 8.3 %
   Net interest expense66.0 49.5 16.5 nm
   Provision / (benefit) for income taxes18.6 24.4 (5.8)(23.8)%
   Depreciation and amortization129.7 128.8 0.9 0.7 %
EBITDA$267.0 $251.3 $15.6 6.2 %
Adjustments to EBITDA:
   Stock-based compensation1
22.2 20.6 1.6 7.7 %
   Mergers and acquisitions, divestitures and
   business optimization2
8.9 14.6 (5.7)(39.0)%
   Accelerated technology investment 3
19.7 12.0 7.7 64.2 %
   Net other4
4.6 35.7 (31.1)nm
Total adjustments to EBITDA$55.4 $82.9 $(27.5)(33.2)%
Consolidated Adjusted EBITDA$322.3 $334.2 $(11.9)(3.6)%
Net income attributable to TransUnion margin5.6 %5.2 %0.4 %
Consolidated Adjusted EBITDA margin5
34.3 %36.3 %(2.0)%
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Consisted of stock-based compensation, including amounts which are cash settled.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
For the three months ended March 31, 2023, $6.0 million of Neustar integration costs; a $2.5 million adjustment to a liability from a recent acquisition; $1.4 million of acquisition expenses; a $0.4 million adjustment to the fair value of a put option liability related to a minority investment; a $(0.8) million gain on the settlement of a Cost Method Investment; and $(0.6) million of reimbursements for transition services related to divested businesses, net of separation expenses.
For the three months ended March 31, 2022, $9.0 million of Neustar integration costs; $8.9 million of acquisition expenses; a $0.2 million adjustment to fair value of put options; and a $(3.5) million reimbursement for transition services related to divested businesses, net of separation expenses.
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
4.Net other consisted of the following adjustments:
For the three months ended March 31, 2023, $1.1 million of deferred loan fees written off as a result of the prepayment on our debt; and a $3.5 million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the three months ended March 31, 2022, $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 $0.7 million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other.
5.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.


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Consolidated Adjusted EBITDA
Consolidated Adjusted EBITDA decreased $11.9 million for the three months ended March 31, 2023, compared with the same periods in 2022.
The decrease wasdue primarily to:
•an increase in labor costs as we continue to invest in key strategic growth initiatives; and
•operating costs of our 2022 acquisition,
partially offset by:
•    a decrease in advertising expense; and
• an increase in revenue.
Consolidated Adjusted EBITDA Margin
For the three months ended March 31, 2023, Adjusted EBITDA margin decreased due primarily to lower margins from our recent acquisitions and a shift to lower margin business in our U.S. Markets business.

Adjusted Net Income, Adjusted Diluted Earnings Per Share
Three Months Ended
March 31,
(dollars in millions)20232022$%
Reconciliation of net income attributable to TransUnion to Adjusted Net Income:
Net income attributable to TransUnion$52.6 $48.3 $4.3 nm
Discontinued operations, net of tax0.1 0.4 (0.3)nm
Income from continuing operations attributable to TransUnion$52.7 $48.7 $4.0 8.3 %
Adjustments before income tax items:
Stock-based compensation1
22.2 20.6 1.6 7.7 %
Mergers and acquisitions, divestitures and business optimization2
8.9 14.6 (5.7)(39.0)%
Accelerated technology investment3
19.7 12.0 7.7 64.0 %
Net other4
3.8 35.3 (31.5)nm
Amortization of certain intangible assets5
75.2 76.2 (1.0)(1.4)%
Total adjustments before income tax items$129.7 $158.7 $(29.0)(18.3)%
      Change in provision for income taxes(26.9)(28.5)1.6 (5.5)%
Adjusted Net Income$155.4 $178.8 $(23.4)(13.1)%
Weighted-average shares outstanding:
Basic193.0 192.1 nmnm
Diluted193.9 193.2 nmnm
Adjusted Earnings per Share:
Basic$0.81 $0.93 $(0.13)(13.5)%
Diluted$0.80 $0.93 $(0.12)(13.4)%
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 Three Months Ended March 31,
20232022
Reconciliation of diluted earnings per share from net income attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
Net income attributable to TransUnion$0.27 $0.25 
Discontinued operations, net of tax— — 
Income from continuing operations attributable to TransUnion$0.27 $0.25 
Adjustments before income tax items:
Stock-based compensation1
0.11 0.11 
Mergers and acquisitions, divestitures and business optimization2
0.05 0.08 
Accelerated technology investment3
0.10 0.06 
Net other4
0.02 0.18 
Amortization of certain intangible assets5
0.39 0.39 
Total adjustments before income tax items$0.67 $0.82 
Change in provision for income taxes(0.14)(0.15)
Adjusted Diluted Earnings per Share$0.80 $0.93 
As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below.
1.Consisted of stock-based compensation, including amounts which are cash settled.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
For the three months ended March 31, 2023, $6.0 million of Neustar integration costs; a $2.5 million adjustment to a liability from a recent acquisition; $1.4 million of acquisition expenses; a $0.4 million adjustment to the fair value of a put option liability related to a minority investment; a $(0.8) million gain on the settlement of a Cost Method Investment; and $(0.6) million of reimbursements for transition services related to divested businesses, net of separation expenses.
For the three months ended March 31, 2022, $9.0 million of Neustar integration costs; $8.9 million of acquisition expenses; a $0.2 million adjustment to fair value of put options; and a $(3.5) million reimbursement for transition services related to divested businesses, net of separation expenses.
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
4.Net other consisted of the following adjustments:
For the three months ended March 31, 2023, $1.1 million of deferred loan fees written off as a result of the prepayment on our debt; and a $2.7 million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the three months ended March 31, 2022, $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 $0.4 million of net other, which includes net losses from currency remeasurement of our foreign operations and other.
5.Consisted of amortization of intangible assets from our 2012 change-in-control transaction and amortization of intangible assets established in business acquisitions after our 2012 change-in-control transaction.
Adjusted Net Income
For the three months ended March 31, 2023, the decrease in Adjusted Net Income was due primarily to an increase in interest expense partially offset by an increase in operating income and decrease in Adjusted Provision for Income Taxes.







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Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate
 Three Months Ended March 31,
20232022
Income from continuing operations before income taxes$75.6 $76.7 
Total adjustments before income tax items from Adjusted Net Income table above129.7 158.7 
Adjusted income from continuing operations before income taxes$205.2 $235.4 
Reconciliation of provision for income taxes to Adjusted Provision for Income Taxes
Provision for income taxes(18.6)(24.4)
Adjustments for income taxes:
Tax effect of above adjustments 1
(29.6)(28.4)
Eliminate impact of excess tax expenses/(benefits) for stock-based compensation1.5 (4.2)
Other 2
1.2 4.1 
Total adjustments for income taxes$(26.9)$(28.5)
Adjusted Provision for Income Taxes$(45.5)$(52.9)
Effective tax rate24.6 %31.8 %
Adjusted Effective Tax Rate22.2 %22.5 %

As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Tax rates used to calculate the tax expense impact are based on the nature of each item.
2.For the three months ended March 31, 2023, $0.9 million of other adjustments, $0.4 million of deferred tax rate adjustments, and ($0.1) million of valuation allowances related to prior periods.
For the three months ended March 31, 2022, $2.1 million of deferred tax rate adjustments; $0.6 million of return to provision and audit adjustments related to prior periods; $0.9 million of other adjustments, and $0.5 million of valuation allowances.
Adjusted Provision for Income Taxes
We reported an adjusted tax rate of 22.2% and 22.5% for three months ended March 31, 2023 and 2022, respectively, each of which is higher than the 35%21.0% U.S. federal corporate statutory rate, due primarily to increases for state taxes and foreign withholding taxes, partially offset by benefits from the tax expense on unremitted foreign earnings not considered permanently reinvested,rate differential and the impactresearch and development credit.
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Leverage Ratio
(dollars in millions)Trailing Twelve Months Ended March 31, 2023
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion$273.8 
Discontinued operations, net of tax(17.7)
Income from continuing operations attributable to TransUnion$256.1 
Net interest expense242.7 
Provision for income taxes114.1 
Depreciation and amortization519.9 
EBITDA$1,132.8 
Adjustments to EBITDA:
Stock-based compensation 1
$82.7 
Mergers and acquisitions, divestitures and business optimization 2
45.0 
Accelerated technology investment 3
59.1 
Net other 4
15.0 
Total adjustments to EBITDA$201.8 
Leverage Ratio Adjusted EBITDA$1,334.6 
Total debt$5,569.6 
Less: Cash and cash equivalents439.0 
Net Debt$5,130.6 
Ratio of Net Debt to Net income attributable to TransUnion18.7 
Leverage Ratio3.8 
As a result of valuation allowancesdisplaying amounts in millions, rounding differences may exist in the table above.
1.Consisted of stock-based compensation, including amounts which are cash settled.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: $30.1 million of Neustar integration costs; $16.3 million of acquisition expenses; $4.6 loss on the lossesimpairment of certain foreign subsidiaries, and changes in state tax assumptions. For the nine months ended September 30, 2016, we reported an effective tax rate of 43.1%, which was higher than the 35% U.S. federal statutory rate due primarilya cost method investment; a $2.5 million adjustment to a liability from a recent acquisition; a $(0.4) million adjustment to the tax expense on unremitted foreign earnings not considered permanently reinvested, the impactfair value of valuation allowancesa put option liability related to a minority investment; a $(0.8) million gain on the losses of certain foreign subsidiaries, and changes in state tax assumptions.

Significant Changes in Assets and Liabilities
On February 22, 2017, the Company purchased 1.85 million shares of common stock for a total of $68.3 million from the underwriterssettlement of a secondary offeringCost Method Investment; $(3.4) million gain related to a government tax reimbursement from a recent business acquisition; and $(3.9) million of sharesreimbursements for transition services related to divested businesses, net of TransUnion common stock by certainseparation expenses.
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
4.Net other consisted of the following adjustments: $3.9 million of deferred loan fees written off as a result of the prepayments on our debt; and $11.1 million net loss from currency remeasurement of our stockholders. On May 2, 2017, the Company purchased 1.65 million shares of common stock for a total of $65.2 million from the underwriters of a secondary offering of shares of TransUnion common stock by certain of our stockholders. See “Recent Developments” above for additional information.foreign operations, loan fees and other.
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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 lineSenior Secured Revolving Line of credit.Credit. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital structure obligations, business acquisitions, dividends, and other general corporate purposes. We believe our cash on hand,cash-on-hand, cash generated from operations, and funds available under the senior secured revolving lineSenior Secured Revolving Line of creditCredit will be sufficient to fund our planned capital expenditures, debt service and other capital structure obligations, business acquisitions, dividends, and operating needs for the foreseeable future. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may however, elect to raise funds through debt or equity financing in the future to fund significant investments or acquisitions that are consistent with our growth strategy.
Cash and cash equivalents totaled $253.3$439.0 million and $182.2$585.3 million at September 30, 2017March 31, 2023, and December 31, 2016,2022, respectively, of which $119.0$322.9 million and $91.3$303.4 million was held outside the United States.States in each respective period. As of September 30, 2017,March 31, 2023, we had no amounts outstanding balance under the senior secured revolving lineSenior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit, and could have borrowed up to the $300.0remaining $298.8 million available. TransUnion
We also hashave the ability to request incremental loans on the same terms under the existing Senior Secured Credit Facility up to the greater of $675.0an additional $1,000.0 million orand 100% of consolidated EBITDA, and may incur additional incremental loans soConsolidated EBITDA. In addition, as long as the senior secured net leverage ratio does not exceed 4.25 to 1.0,4.25-to-1, we may incur additional incremental loans, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
The balance 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.
Each year, the Company may be required to make additional principal payments on the Senior Secured Term Loan B based on excess cash flows of the prior year, as defined in the agreement.There were no excess cash flows for 2022 and therefore no additional payment will be required in 2023. See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 11, “Debt,” for additional information about our debt.
On March 31, 2023, we prepaid $75.0 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand.
In the first quarter of 2023 we paid dividends of $0.105 per share totaling $20.8 million. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest. While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our 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.
On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.
We have no obligation to repurchase additional shares and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
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Sources and Uses of Cash
Three Months Ended March 31,
(in millions)20232022Change
Cash provided by operating activities of continuing operations$77.4 $11.6 $65.8 
Cash used in investing activities of continuing operations(103.6)(91.0)(12.6)
Cash used in financing activities of continuing operations(122.0)(467.6)345.6 
Cash flows of discontinued operations and effect of exchange rate changes on cash and cash equivalents1.9 1.4 0.5 
Net change in cash and cash equivalents$(146.3)$(545.6)$399.3 
Operating Activities
The increase in cash provided by continuing operations was due primarily to a decrease in working capital, partially offset by an increase in interest expense.
Investing Activities
The increase in cash used in investing activities of continuing operations was due primarily to an increase in cash used for investments in nonconsolidated affiliates.
Financing Activities
The decrease in cash used in financing activities of continuing operations was due primarily to a decrease in debt prepayments and cash used to pay employee taxes on restricted stock units.
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 $7.9 million, from $58.6 million for the three months ended March 31, 2022, to $66.5 million for the three months ended March 31, 2023.
Debt
Hedges
On November 16, 2022, 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 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,315.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.4105% and 4.4465% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into 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 $1,580.0 million that amortizes each quarter. The swaps require us 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 commenced on June 30, 2020, and expired on June 30, 2022. The second swap commenced on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,095.0 million that amortizes each quarter after it commences. The second swap requires us 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.
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Effect of Certain Debt Covenants
A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the Senior Secured Revolving Line of Credit and could result in a default under the Senior Secured Credit Facility. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2017,March 31, 2023, we were in compliance with all debt covenants.
TransUnion’sOur ability to meet itsour liquidity needs or to pay dividends on itsour common stock depends on itsour 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 8,11, “Debt.”
Contractual Obligations
Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 12, “Debt” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2022.
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, 2016,2022, filed with the SECSecurities and Exchange Commission on February 15, 2017,14, 2023, for a description of the significantadditional information about our critical accounting estimates used in the preparation of our consolidated financial statements.estimates.
Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the exhibits hereto, 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:
•macroeconomic effects and changes in market conditions, including the risks, uncertainties and factors set forth below under Item 1A, “Risk Factors,” and the following factors:
macroeconomicimpact of inflation, risk of recession, and industry trends and adverse developments in the debt, consumer credit and financial services markets;
•our ability to provide competitive services and prices;
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•our ability to retain or renew existing agreements with large or long-term customers;
•our ability to maintain the security and integrity of our data;
•our ability to deliver services timely without interruption;
•our ability to maintain our access to data sources;
•government regulation and changes in the regulatory environment;
•litigation or regulatory proceedings;
regulatory oversight of certain “critical activities;”
•our ability to effectively manage our costs;
•economic and political stability in the United States and international markets where we operate;
•the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine;
•the effects of the COVID-19 pandemic, including the prevalence and severity of variants;
•our ability to effectively develop and maintain strategic alliances and joint ventures;
•our ability to timely develop new services and the market’s willingness to adopt our new services;
•our ability to manage and expand our operations and keep up with rapidly changing technologies;
•our ability to makeacquire businesses, successfully secure financing for our acquisitions, andtimely consummate our acquisitions, successfully integrate the operations of acquired businesses;our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
•our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
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, 20162022, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report.Operations.” 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, 2016.2022.
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 Line of Credit. Interest rates on these borrowings are based, at our election, on LIBOR or an alternate base rate, subject to floors,
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plus applicable margins based on applicable net leverage ratios. As of December 31, 2022, essentially all of our outstanding debt was variable-rate debt. We currently have several interest rate hedge instruments that effectively fixes our LIBOR exposure on approximately 71.1% 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. During the first quarter of 2023, a 10% change in the average LIBOR rates utilized in the calculation of our actual interest expense would have increased our interest expense by $7.4 million.
See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 11, “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 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
None.
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, 2017,2022, 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 18 “Contingencies,” of this Quarterly Report for a full description of our material pending legal proceedings.and regulatory matters.
Consumer Disclosure
On August 2, 2017, without admitting any wrongdoing, we agreed to the terms of a settlement of the Henderson matter, and the parties filed a stipulation with the Court dismissing all of plaintiffs’ claims. The settlement has not had and will not have a material impact on our financial condition or results of operations.
Public Records
In connection with the settlements agreed to by the industry with the various State Attorneys General in 2014, 2015 and 2016, TransUnion and the other nationwide consumer reporting agencies agreed to implement enhanced public record collection, matching and reporting standards that are to be phased in over a 3-year period. The industry reminded all users of consumer reports in 2017 that, as a result of these enhanced standards, a significant number of civil judgments and tax liens would be expunged

from files and fewer civil judgments and tax liens would be reported in the future until federal, state or county offices created compliant programs.
As a result of the voluntary actions being taken by the industry, plaintiff lawyers are now seeking to advance claims that are solely focused on public record collection. In particular, these claims allege two common legal theories in common and allege some form of class action status. The theories are: (1) the nationwide consumer reporting agency failed to disclose to consumers the sources of public record information contained in their consumer reports by failing to identify as a source the vendor(s) engaged by that consumer reporting agency to collect public record information from government entities; and (2) the nationwide consumer reporting agency failed to timely update civil judgment and tax lien records based on its obligation to have reasonable procedures to assure maximum file accuracy. In the third quarter of 2017, we agreed to settle the Morris, Andree and Candace Anderson matters on terms that have not had and will not have a material impact on our financial condition or results of operations. New matters in the third quarter that name TransUnion, allege a legal violation of this nature and assert a class claim are: Paul K. Nair v. Trans Union LLC (No. 1:17-cv-05496, United States District Court for the Southern District of New York, filed July 19, 2017); Rebecca Anne Peters v. Trans Union LLC (No. 2:17-cv-01273, United States District Court for the Northern District of Alabama, filed July 28, 2017); Treva Sudell Jones v. Trans Union LLC (No. 1:17-cv-01167, United States District Court for the Western District of Tennessee, filed August 31, 2017); Wendy Newcomb v. Trans Union LLC (No. 1:17-cv-11797, United States District Court, District of Massachusetts, filed September 19, 2017); and Brigitte A. Jakob v. Trans Union LLC (No. 2:17-cv-01247, United States District Court for the Eastern District of Wisconsin, filed September 14, 2017).
TransUnion believes it has valid defenses to each of these actions and intends to vigorously defend against the claims.
ITEM 1A. RISK FACTORS

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2016,2022, 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.
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)
January 1 to January 312,500 $56.75 — $166.5 
February 1 to February 28108,417 68.44 — $166.5 
March 1 to March 312,162 64.30 — $166.5 
Total113,079 $68.10 — 
(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 dated as of August 9, 2017.Exhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).
Fourth Amended and Restated Bylaws of TransUnion amended as of November 18, 2022 (Incorporated by reference to Exhibit 3.1 to TransUnion’s Current Report on Form 8-K filed November 23, 2022).
TransUnion 2015 Omnibus Incentive Plan Award Agreement, as amended, with respect to Restricted Stock Units.
TransUnion 2015 Omnibus Incentive Plan Award Agreement, as amended, with respect to Performance Share Units.
TransUnion 2015 Omnibus Incentive Plan Award Agreement, as amended, with respect to Restricted Stock (Outside Directors).
TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*101.SCH**XBRL Instance Document.
101.SCH**XBRL Taxonomy Extension Schema Document.
101.CAL**XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**XBRL Taxonomy Extension Definition Linkbase Document.
**104Filed or furnished herewith.The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (included with Exhibit 101 attachments).

** Filed or furnished herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
TransUnion
April 25, 2023By/s/ Todd M. Cello
Todd M. Cello
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
April 25, 2023TransUnionBy/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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