UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~June 30, 2019~~March 31, 2020

- OR -



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

For the transition period from to

Commission file number:

001-37470

TransUnion

(Exact name of registrant as specified in its charter)



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



555 West Adams,	Chicago,	ILIllinois	60661
(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock,	~~$0.01~~ $0.01 par value		TRU		New 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	☐	No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).



☒	Yes	☐	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:



☒	Large Accelerated Filer	☐	Accelerated Filer
☐	Non-Accelerated Filer	☐	Smaller Reporting Company
		☐	Emerging Growth Company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



☐	Yes	☒	No

As of ~~June 30, 2019,~~March 31, 2020, there were ~~187.8~~189.8 million shares of TransUnion common stock outstanding.

TRANSUNION

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED ~~JUNE 30,~~MARCH 31, ~~2019~~2020

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

TRANSUNION AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

(in millions, except per share data)


	June 30, 2019			December 31, 2018
	(Unaudited)						March 31, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	194.7		$	187.4		$	305.7		$	274.1
Trade accounts receivable, net of allowance of $16.3 and $13.5	489.2			456.8
Trade accounts receivable, net of allowance of $23.2 and $19.0							468.0			443.9
Other current assets	185.7			136.5			151.1			170.2
Current assets of discontinued operations	—			60.8
Total current assets	869.6			841.5			924.8			888.2
Property, plant and equipment, net of accumulated depreciation and amortization of $410.6 and $366.2	215.1			220.3
Property, plant and equipment, net of accumulated depreciation and amortization of $471.0 and $454.4							210.0			219.0
Goodwill	3,352.5			3,293.6			3,277.6			3,377.8
Other intangibles, net of accumulated amortization of $1,347.0 and $1,206.7	2,449.4			2,548.1
Other intangibles, net of accumulated amortization of $1,524.3 and $1,482.1							2,287.1			2,391.9
Other assets	240.7			136.3			233.4			236.3
Total assets	$	7,127.3		$	7,039.8		$	6,932.9		$	7,113.2
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	178.7		$	169.9		$	187.1		$	176.2
Short-term debt and current portion of long-term debt	86.4			71.7			58.6			58.7
Other current liabilities	310.6			284.1			309.8			336.5
Current liabilities of discontinued operations	—			22.8
Total current liabilities	575.7			548.5			555.5			571.4
Long-term debt	3,831.5			3,976.4			3,585.6			3,598.3
Deferred taxes	461.3			478.0			415.9			439.1
Other liabilities	150.3			54.7			211.7			165.0
Total liabilities	5,018.8			5,057.6			4,768.7			4,773.8
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2019 and December 31, 2018, 192.6 million and 190.0 million shares issued at June 30, 2019 and December 31, 2018, respectively, and 187.8 million shares and 185.7 million shares outstanding as of June 30, 2019 and December 31, 2018, respectively	1.9			1.9
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2020 and December 31, 2019, 195.0 million and 193.5 million shares issued at March 31, 2020 and December 31, 2019, respectively, and 189.8 million shares and 188.7 million shares outstanding as of March 31, 2020 and December 31, 2019, respectively							1.9			1.9
Additional paid-in capital	1,976.4			1,947.3			2,038.1			2,022.3
Treasury stock at cost; 4.8 million and 4.2 million shares at June 30, 2019 and December 31, 2018, respectively	(177.1		)	(139.9		)
Treasury stock at cost; 5.2 million and 4.8 million shares at March 31, 2020 and December 31, 2019, respectively							(211.8		)	(179.2		)
Retained earnings	506.1			363.1			707.7			652.0
Accumulated other comprehensive loss	(296.2		)	(282.7		)	(468.2		)	(251.6		)
Total TransUnion stockholders’ equity	2,011.1			1,889.7			2,067.7			2,245.4
Noncontrolling interests	97.4			92.5			96.5			94.0
Total stockholders’ equity	2,108.5			1,982.2			2,164.2			2,339.4
Total liabilities and stockholders’ equity	$	7,127.3		$	7,039.8		$	6,932.9		$	7,113.2

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

(in millions, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Revenue	$	661.9		$	563.1		$	1,281.2		$	1,100.5		$	687.6		$	619.3
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	216.2			189.1			424.3			371.4			225.1			208.1
Selling, general and administrative	196.7			171.6			392.4			334.9			235.4			195.7
Depreciation and amortization	89.2			68.0			182.7			134.6			90.3			93.5
Total operating expenses	502.2			428.7			999.4			840.9			550.8			497.2
Operating income	159.7			134.4			281.8			259.6			136.8			122.1
Non-operating income and (expense)
Interest expense	(45.2		)	(25.9		)	(90.2		)	(48.5		)	(37.7		)	(45.0		)
Interest income	1.8			1.4			3.3			2.1			1.9			1.5
Earnings from equity method investments	3.3			2.9			7.1			5.2			2.6			3.8
Other income and (expense), net	26.7			(39.7		)	19.9			(42.3		)	(7.0		)	(6.8		)
Total non-operating income and (expense)	(13.4		)	(61.3		)	(59.9		)	(83.5		)	(40.2		)	(46.5		)
Income from continuing operations before income taxes	146.3			73.1			221.8			176.1			96.6			75.5
Provision for income taxes	(39.4		)	(15.8		)	(39.9		)	(43.5		)	(22.3		)	(0.6		)
Income from continuing operations	107.0			57.3			181.9			132.6			74.3			74.9
Discontinued operations, net of tax	(3.0		)	—			(4.6		)	—			—			(1.6		)
Net income	104.0			57.3			177.3			132.6			74.3			73.4
Less: net income attributable to the noncontrolling interests	(2.5		)	(2.3		)	(4.9		)	(4.5		)	(4.1		)	(2.4		)
Net income attributable to TransUnion	$	101.5		$	55.0		$	172.4		$	128.1		$	70.2		$	70.9

Income from continuing operations	$	107.0		$	57.3		$	181.9		$	132.6		$	74.3		$	74.9
Less: income from continuing operations attributable to noncontrolling interests	(2.5		)	(2.3		)	(4.9		)	(4.5		)
Less: net income from continuing operations attributable to noncontrolling interests													(4.1		)	(2.4		)
Income from continuing operations attributable to TransUnion	104.5			55.0			177.0			128.2			70.2			72.5
Discontinued operations, net of tax	(3.0		)	—			(4.6		)	—			—			(1.6		)
Net income attributable to TransUnion	$	101.5		$	55.0		$	172.4		$	128.1		$	70.2		$	70.9

Basic earnings per common share from:
Income from continuing operations attributable to TransUnion	$	0.56		$	0.30		$	0.95		$	0.70		$	0.37		$	0.39
Discontinued operations, net of tax	(0.02		)	—			(0.02		)	—			—			(0.01		)
Net Income attributable to TransUnion	$	0.54		$	0.30		$	0.92		$	0.70		$	0.37		$	0.38
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion	$	0.55		$	0.29		$	0.93		$	0.67		$	0.37		$	0.38
Discontinued operations, net of tax	(0.02		)	—			(0.02		)	—			—			(0.01		)
Net Income attributable to TransUnion	$	0.53		$	0.29		$	0.90		$	0.67		$	0.37		$	0.37
Weighted-average shares outstanding:
Basic	187.5			184.3			187.1			184.0			189.2			186.6
Diluted	191.3			190.8			191.2			190.5			192.2			191.0

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

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in millions)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Net income	$	104.0		$	57.3		$	177.3		$	132.6		$	74.3		$	73.4
Other comprehensive income (loss):
Foreign currency translation:
Foreign currency translation adjustment	(42.5		)	(80.9		)	23.9			(65.9		)	(183.0		)	66.3
(Expense) benefit for income taxes	(0.1		)	0.7			(0.3		)	0.1
Benefit (expense) for income taxes													0.4			(0.2		)
Foreign currency translation, net	(42.6		)	(80.2		)	23.6			(65.8		)	(182.6		)	66.1
Hedge instruments:
Net change on interest rate cap	(7.1		)	4.2			(11.7		)	14.1			(0.5		)	(4.6		)
Net change on interest rate swap	(24.3		)	—			(38.1		)	—			(46.9		)	(13.8		)
Cumulative effect of adopting ASU 2017-12	—			—			1.0			—			—			1.0
Benefit (expense) for income taxes	7.9			(1.0		)	12.4			(3.5		)
Benefit for income taxes													11.7			4.6
Hedge instruments, net	(23.5		)	3.2			(36.4		)	10.6			(35.7		)	(12.8		)
Available-for-sale debt securities:
Net unrealized loss	—			(0.1		)	—			(0.1		)	—			—
Benefit for income taxes	—			—			—			—			—			—
Available-for-sale debt securities, net	—			(0.1		)	—			(0.1		)	—			—
Total other comprehensive income (loss), net of tax	(66.1		)	(77.1		)	(12.8		)	(55.3		)
Total other comprehensive (loss) income, net of tax													(218.3		)	53.3
Comprehensive income	37.9			(19.8		)	164.5			77.3			(144.0		)	126.7
Less: comprehensive income (loss) attributable to noncontrolling interests	(3.2		)	0.9			(5.7		)	(1.4		)
Comprehensive income (loss) attributable to TransUnion	$	34.7		$	(18.9	)	$	158.8		$	75.9
Less: comprehensive income attributable to noncontrolling interests													(2.4		)	(2.5		)
Comprehensive (loss) income attributable to TransUnion													$	(146.4	)	$	124.2

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(in millions)


	Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Cash flows from operating activities:
Net income	$	177.3		$	132.6		$	74.3		$	73.4
Add: loss from discontinued operations, net of tax	4.6			—			—			1.6
Income from continuing operations	181.9			132.6			74.3			74.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	182.7			134.6			90.3			93.5
Loss on debt financing transactions	0.8			11.9
Amortization and (gain) loss on fair value of hedge instrument	—			(0.7		)
Net (gain) impairment from adjustments to the carrying value of investments in nonconsolidated affiliates	(22.6		)	1.4
Net (gain) on assets-held-for sale and impairment of investments in affiliated companies							(1.8		)	5.3
Equity in net income of affiliates, net of dividends	1.4			(0.2		)	(2.0		)	(3.3		)
Deferred taxes	0.1			(8.9		)	(0.6		)	(0.2		)
Amortization of discount and deferred financing fees	3.2			1.6			1.0			1.6
Stock-based compensation	16.6			21.3			4.9			9.9
Payment of contingent obligation	(0.4		)	—
Provision for losses on trade accounts receivable	5.6			3.4			6.2			1.8
Other	1.2			1.8			2.3			(0.3		)
Changes in assets and liabilities:
Trade accounts receivable	(32.6		)	(46.6		)	(40.6		)	(11.4		)
Other current and long-term assets	(34.8		)	(17.4		)	(0.5		)	(16.1		)
Trade accounts payable	6.1			25.9			12.3			—
Other current and long-term liabilities	(0.9		)	(30.2		)	(20.3		)	(29.5		)
Cash provided by operating activities of continuing operations	308.3			230.5			125.5			126.2
Cash used in operating activities of discontinued operations	(7.3		)	—			—			(2.4		)
Cash provided by operating activities	301.0			230.5			125.5			123.8
Cash flows from investing activities:
Capital expenditures	(88.0		)	(70.4		)	(42.0		)	(41.9		)
Proceeds from sale of trading securities	3.3			1.8
Purchases of trading securities	(1.7		)	(1.8		)
Proceeds from sale of other investments	10.5			4.5
Proceeds from sale/maturity of other investments							19.4			6.8
Purchases of other investments	(19.8		)	(14.1		)	(0.2		)	(14.4		)
Acquisitions and purchases of noncontrolling interests, net of cash acquired	(45.9		)	(1,801.2		)
Proceeds from disposals of discontinued operations, net of cash on hand	40.3			(0.5		)
Investment in non-consolidated affiliate							(5.2		)	—
Proceeds from disposals of assets held for sale							1.6			0.8
Other	(6.5		)	—			0.9			(2.2		)
Cash used in investing activities of continuing operations							(25.5		)	(50.9		)
Cash used in investing activities of discontinued operations							—			—
Cash used in investing activities	(107.8		)	(1,881.7		)	(25.5		)	(50.9		)
Cash flows from financing activities:
Proceeds from Senior Secured Term Loan B-4	—			1,000.0
Proceeds from Senior Secured Term Loan A-2	—			800.0
Proceeds from senior secured revolving line of credit	—			125.0
Payments of senior secured revolving line of credit	—			(135.0		)
Repayments of debt	(133.9		)	(24.2		)	(13.8		)	(18.8		)
Debt financing fees	—			(33.6		)
Proceeds from issuance of common stock and exercise of stock options	12.8			14.1			10.9			10.1
Dividends to shareholders	(28.5		)	(13.8		)	(14.7		)	(14.4		)
Distributions to noncontrolling interests	(0.8		)	(0.1		)
Employee taxes paid on restricted stock units recorded as treasury stock	(36.9		)	(0.5		)	(32.1		)	(36.8		)
Cash (used in) provided by financing activities	(187.3		)	1,731.9
Cash used in financing activities							(49.7		)	(59.9		)
Effect of exchange rate changes on cash and cash equivalents	1.4			(4.2		)	(18.7		)	0.5
Net change in cash and cash equivalents	7.3			76.5			31.6			13.5
Cash and cash equivalents, beginning of period	187.4			115.8			274.1			187.4
Cash and cash equivalents, end of period	$	194.7		$	192.3		$	305.7		$	200.9

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

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (Unaudited)

(in millions)


	Common Stock			Paid-In Capital			Treasury Stock			Retained Earnings				Accumulated Other Comprehensive Loss			Noncontrolling Interests				Total				Common Stock				Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests		Total
	Shares	Amount								Retained Earnings			Shares				Noncontrolling Interests			Amount									Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests		Total
Balance, December 31, 2017	183.2	$	1.9	Paid-In Capital		$	Treasury Stock	1,863.5		$	(138.8	)		Accumulated Other Comprehensive Loss	$	137.4		$	(135.3	)	Total			$	95.9		$	1,824.6
Balance, December 31, 2018																									185.7		$	1.9	$	1,947.3	$	(139.9	)	$	363.1		$	(282.7	)	$	92.5	$	1,982.2
Net income	—	—		—			—			73.1				—			2.3				75.4				—		—		—		—			70.9			—			2.4		73.4
Other comprehensive income	—	—		—			—			—				21.7			0.1				21.8				—		—		—		—			—			53.2			0.1		53.3
Stock-based compensation	—	—		8.9			—			—				—			—				8.9				—		—		9.2		—			—			—			—		9.2
Employee share purchase plan	0.1	—		4.8			—			—				—			—				4.8				0.1		—		6.9		—			—			—			—		6.9
Exercise of stock options	0.7	—		5.3			—			—				—			—				5.3				0.5		—		4.2		—			—			—			—		4.2
Treasury stock purchased	—	—		—			(0.4		)	—				—			—				(0.4		)
Cumulative effect of adopting Topic 606, net of tax	—	—		—			—			(6.0		)		—			(0.1		)		(6.1		)
Cumulative effect of adopting ASC 2016-16	—	—		—			—			(2.2		)		—			—				(2.2		)
Balance, March 31, 2018	184.0	1.9		1,882.5			(139.2		)	202.3				(113.6		)	98.2				1,932.1
Net income	—	—		—			—			55.0				—			2.3				57.3
Other comprehensive income	—	—		—			—			—				(73.9		)	(3.2		)		(77.1		)
Distributions to noncontrolling interests	—	—		—			—			—				—			(0.1		)		(0.1		)
Noncontrolling interests of acquired businesses	—	—		—			—			—				—			0.1				0.1
Stock-based compensation	—	—		11.5			—			—				—			—				11.5
Exercise of stock options	0.7	—		4.7			—			—				—			—				4.7
Vesting of restricted stock units																									1.6		—		—		—			—			—			—		—
Treasury stock purchased	—	—		—			(0.1		)	—				—			—				(0.1		)		(0.6	)	—		—		(37.1		)	—			—			—		(37.1		)
Dividends to shareholders	—	—		—			—			(14.1		)		—			—				(14.1		)		—		—		—		—			(14.2		)	—			—		(14.2		)
Balance, June 30, 2018	184.7	$	1.9	$	1,898.7		$	(139.3	)	$	243.2			$	(187.5	)	$	97.3			$	1,914.3
Cumulative effect of adopting ASU 2017-12																									—		—		—		—			(1.0		)	—			—		(1.0		)
Balance, March 31, 2019																									187.3		$	1.9	$	1,967.6	$	(177.0	)	$	418.8		$	(229.4	)	$	95.0	$	2,076.9

Common Stock Paid-In
Capital Treasury
Stock Retained
Earnings Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total
Shares Amount
Balance, December 31, 2018 185.7
$ 1.9
$ 1,947.3
$ (139.9 ) $ 363.1
$ (282.7 ) $ 92.5
$ 1,982.2
Net income —
—
—
—
70.9
—
2.4
73.4
Other comprehensive income —
—
—
—
—
53.2
0.1
53.3
Stock-based compensation —
—
9.2
—
—
—
—
9.2
Employee share purchase plan 0.1
—
6.9
—
—
—
—
6.9
Exercise of stock options 0.5
—
4.2
—
—
—
—
4.2
Vesting of restricted stock units 1.6
—
—
—
—
—
—
—
Treasury stock purchased (0.6 ) —
—
(37.1 ) —
—
—
(37.1 )
Dividends to shareholders —
—
—
—
(14.2 ) —
—
(14.2 )
Cumulative effect of adopting ASU 2017-12 —
—
—
—
(1.0 ) —
—
(1.0 )
Balance, March 31, 2019 187.3
1.9
1,967.6
(177.0 ) 418.8
(229.4 ) 95.0
2,076.9
Net income —
—
—
—
101.5
—
2.5
104.0
Other comprehensive income —
—
—
—
—
(66.8 ) 0.7
(66.1 )
Distributions to noncontrolling interests —
—
—
—
—
—
(0.8 ) (0.8 )
Stock-based compensation —
—
6.1
—
—
—
—
6.1
Exercise of stock options 0.5
—
2.7
—
—
—
—
2.7
Treasury stock purchased —
—
—
(0.1 ) —
—
—
(0.1 )
Dividends to shareholders —
—
—
—
(14.2 ) —
—
(14.2 )
Balance, June 30, 2019 187.8
$ 1.9
$ 1,976.4
$ (177.1 ) $ 506.1
$ (296.2 ) $ 97.4
$ 2,108.5

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

See accompanying notes to unaudited consolidated financial statements.



	Common Stock				Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total
	Shares		Amount		Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total
Balance, December 31, 2019	188.7		$	1.9	$	2,022.3	$	(179.2	)	$	652.0		$	(251.6	)	$	94.0		$	2,339.4
Net income	—		—		—		—			70.2			—			4.1			74.3
Other comprehensive income	—		—		—		—			—			(216.6		)	(1.7		)	(218.3		)
Stock-based compensation	—		—		4.1		—			—			—			—			4.1
Employee share purchase plan	0.1		—		8.9		—			—			—			—			8.9
Exercise of stock options	0.4		—		2.8		—			—			—			—			2.8
Vesting of restricted stock units	0.9		—		—		—			—			—			—			—
Treasury stock purchased	(0.3	)	—		—		(32.6		)	—			—			—			(32.6		)
Dividends to shareholders	—		—		—		—			(14.4		)	—			—			(14.4		)
Other	—		—		—		—			(0.1		)	—			0.1			—
Balance, March 31, 2020	189.8		$	1.9	$	2,038.1	$	(211.8	)	$	707.7		$	(468.2	)	$	96.5		$	2,164.2

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

See accompanying notes to unaudited consolidated financial statements.

TRANSUNION AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

1. Significant Accounting and Reporting Policies

Basis of Presentation

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.

The accompanying unaudited ~~consolidated financial statements of TransUnion and subsidiaries~~Condensed Consolidated Financial Statements have been prepared in accordance with ~~U.S.~~instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted ~~accounting principles~~in the United States of America (“U.S. GAAP”) for ~~interim~~complete financial ~~information.~~statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair ~~presentation~~statement have been included. All significant intercompany transactions and balances have been eliminated. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, ~~2019. These~~2020. The Company’s year end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, filed with the Securities and Exchange Commission (“SEC”) on February ~~14, 2019.~~

~~Subsequent Events~~

Events and transactions occurring through the date of issuance of the financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or notes to the consolidated financial statements. See Note 16, "Subsequent Event," for additional information.18, 2020.

Principles of Consolidation

The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

~~Recently Adopted Accounting Pronouncements~~Impact of coronavirus (“COVID-19”) On Our Financial Statements

The global spread and unprecedented impact of COVID-19 is complex and rapidly-evolving. On ~~February 25, 2016,~~March 11, 2020, the ~~FASB issued ASU 2016-02,~~ ~~Leases (Topic 842). During 2018~~World Health Organization declared COVID-19 a global pandemic and ~~2019,~~recommended extensive containment and mitigation measures worldwide. The outbreak has reached all of the ~~FASB issued additional guidance related~~regions in which we do business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, school closures, and social distancing requirements. The global spread of COVID-19 and actions taken in response to the ~~new standard. This series~~virus have negatively affected workforces, customers, consumer confidence, financial markets, employment rates, consumer spending, credit markets and housing demand, caused significant economic and business disruption, volatility and financial uncertainty, and led to a significant economic downturn, including in the markets where we operate.

We have assessed various accounting estimates and other matters, including those that require consideration of ~~comprehensive guidance, among~~forecasted financial information, in context of the unknown future impacts of COVID-19 using information that is reasonably available to us at this time. The accounting estimates and other ~~things, requires us~~matters we have assessed include, but were not limited to, ~~record the discounted present value of all future lease payments as a liability~~our allowance for doubtful accounts, stock-based compensation, goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. While based on our balance sheet, as well as a corresponding “right-of-use” (“ROU”) asset, which is an asset that represents the right to use or control the use of a specified asset for the lease term, for all long-term leases. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We have adopted this guidance effective January 1, 2019, on a modified retrospective basis, as of the beginning of the period adopted, including the package of practical expedients available per paragraph 842-10-65-1(f). On March 31, 2019, and on each reporting date thereafter, we recognize an operating lease liability and offsetting ROU asset on our Consolidated Balance Sheet, with no other impact to our Consolidated Financial Statements. See Note 5, “Other Assets,” Note 7 “Other Current Liabilities,” Note 8, “Other Liabilities” and Note 10, “Leases” for additional information and the new required disclosures.

~~On August 28, 2017, the FASB issued ASU No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.~~ The new standard is intended to improve and simplify accounting rules around hedge accounting. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness. For our cash flow hedges, this means that the entire change in the fair value of the hedging instrument included in thecurrent assessment of hedge effectiveness is now recorded in other comprehensive income, and reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings. We have adopted this ASU and related amendments effective January 1, 2019, and have applied the modified retrospective transition method that allows for a cumulative-effect adjustment to reclassify cumulative ineffectiveness previously recorded in other comprehensive income to retained earnings in the period of adoption. The adjustmentthese estimates there was not a material impact to our consolidated financial ~~statements.~~statements as of and for the quarter ended March 31, 2020, as additional information becomes available to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our consolidated financial statements in future reporting periods.

Trade Accounts Receivable

We base our allowance for doubtful accounts estimate on our historical write-off experience, current conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes. Beginning January 1, 2020, we also considered our current expectations of future economic conditions, including the impact of COVID-19, when estimating our allowance for doubtful accounts. We made an immaterial increase to our allowance for doubtful accounts as a result of our current estimate of the impact COVID-19 will have on the collectability of our accounts receivable. As additional information becomes available to us, our future assessment of our allowance for doubtful accounts could materially and adversely impact our consolidated financial statements in future reporting periods.

The following is a rollforward of the allowance for doubtful accounts for the periods presented:



	Three Months Ended March 31,
	2020			2019
Beginning Balance	$	19.0		$	13.5
Provision for losses on trade accounts receivable	6.2			1.8
Write-offs, net of recovered accounts	(2.0		)	(1.2		)
Ending balance	$	23.2		$	14.1

~~On February 14, 2018,~~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 ~~FASB issued ASU 2018-02,~~ ~~Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification~~carrying amount of ~~Certain Tax Effects~~an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or on an interim basis if there is an indicator of impairment. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods.

The decrease in other intangibles, net of accumulated amortization, as of March 31, 2020, compared with December 31, 2019, includes a decrease of $63.6 million due to the translation adjustment of our foreign entities long-lived assets, net of accumulated amortization, resulting from ~~Accumulated Other Comprehensive Income.~~ ~~These amendments provide an option~~changes to ~~reclassify stranded tax effects within~~foreign exchange rates between periods. The decrease in goodwill as of March 31, 2020, compared with December 31, 2019, is due to a $100.2 million translation adjustment of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to these translation adjustments are included in accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (the “Act”) is recorded. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. We have elected to not reclassify the

~~stranded tax effects within accumulated other comprehensive income to retained earnings and therefore there is no impact~~loss on our ~~consolidated financial statements.~~balance sheet.

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

~~Recent~~Recently Adopted Accounting Pronouncements ~~Not Yet Adopted~~

On June 16, 2016, the FASB issued ~~ASU~~Accounting Standards Update (“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 current expectations of future economic conditions based on reasonable and supportable forecasts. We adopted this guidance on January 1, 2020. Upon adoption and at March 31, 2020, this new guidance did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, ~~2019,~~2020, including interim periods therein. We are ~~currently~~ assessing the impact this guidance will have on our consolidated financial statements.

~~2. Business Acquisitions~~

~~Callcredit Acquisition~~

On January 16, 2020, the FASB issued ASU 2020-01, ~~June 19, 2018~~Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. We are assessing the impact this guidance will have on our consolidated financial statements. We do not believe the impact will be material.

In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848), ~~we acquired 100%~~Facilitation of the ~~equity~~Effects of Callcredit Information Group, Ltd. (“Callcredit”) for $1,408.2 million in cash, funded primarily by additional borrowings against our Senior Secured Credit Facility. See Note 9, “Debt,” for additional informationReference Rate Reform on Financial Reporting. In response to concerns about our Senior Secured Credit Facility. There was no contingent consideration resulting from this transaction. Callcredit, founded in 2000, is a United Kingdom-based information solutions company that, like TransUnion, provides data, analytics and technology solutions to help businesses and consumers make informed decisions. International expansion is a key growth strategy for TransUnion, and we expect to leverage strong synergies across TransUnion’s and Callcredit’s business models and solutions.

~~Callcredit’s 2018 revenue and operating income since~~structural risks of interbank offered rates including the ~~date~~risk of ~~acquisition for the three and six months ended June 30, 2018, are included as part~~cessation of the ~~International segment~~London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the ~~accompanying consolidated statements~~world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable and less susceptible to manipulation. The provisions of ~~income~~this ASU are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts, among other contracts, that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This ASU, among other things, provides optional expedients and exceptions for a limited period of time for applying U.S. GAAP to these contracts if certain criteria are ~~not material.~~

~~For~~met to ease the ~~six months ended June 30, 2018,~~potential burden in accounting for or recognizing the effects of reference rate reform on a pro-forma basis assuming the transaction occurred on January 1, 2017, combined pro-forma revenue of TransUnion and Callcredit was $1,188.2 million and combined pro-forma net income from continuing operations was $118.8 million. For the six months ended June 30, 2018, combined pro-forma net income from continuing operations was adjusted to exclude $18.2 million of acquisition-related costs and $9.4 million of financing costs expensed in 2018.

~~We identified and categorized certain operations of Callcredit that we do not consider core to our business as discontinued operations of our International segment~~financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. We are still evaluating the ~~date of acquisition. These discontinued operations consist of businesses that do not align with our stated strategic objectives. As of June 30, 2019, we have disposed of all of these businesses and~~impact, but do not expect the adoption of the standard to have a ~~significant continuing involvement with any of these operations. At December 31, 2018, we categorized the assets and liabilities of these discontinued operations~~material impact on ~~separate lines on the face of~~ our ~~balance sheet and reflect them as of the date of acquisition as discontinued operations in the table below.~~Consolidated Financial Statements.

~~Purchase Price Allocation~~

The final allocation of the purchase price, including our estimate of the fair values of the identifiable assets and goodwill, to the assets acquired and liabilities assumed on the date of acquisition, consisted of the following:

(in millions) Fair Value
Trade accounts receivable $ 20.8
Property and equipment 3.2
Goodwill⁽¹⁾
757.1
Identifiable intangible assets 720.1
All other assets 55.0
Assets of discontinued operations⁽²⁾
57.1
Total assets acquired 1,613.3

All other liabilities (185.5 )
Liabilities of discontinued operations⁽²⁾
(19.6 )
Net assets of the acquired company $ 1,408.2


~~(1)~~	~~For tax purposes, none of the goodwill is tax deductible.~~


~~(2)~~	~~We have categorized certain businesses of Callcredit as discontinued operations in our consolidated financial statements. As of June 30, 2019, we have disposed of all of these businesses.~~

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

~~Identifiable Amortizable Intangible Assets~~

~~The fair values of the amortizable intangible assets acquired consisted of the following:~~

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

~~We estimate the weighted-average useful life of the identifiable intangible assets to be approximately 14.1 years, resulting in approximately $51.0 million of annual amortization.~~

~~Acquisition Costs~~

As of June 30, 2019, we have incurred approximately $20.4 million of acquisition-related costs, including $19.9 million incurred in prior years. These costs include investment banker fees, legal fees, due diligence and other external costs that we have recorded in other income and expense. We may incur additional acquisition-related costs, including legal fees, valuation fees and other professional fees in the next several quarters that we will record in other income and expense.

~~Other Acquisitions~~

During the second quarter of 2018, we acquired 100% of the equity of iovation, Inc. (“iovation”) and Healthcare Payment Specialists, LLC (“HPS”). During the fourth quarter of 2018, we acquired 100% of the equity of Rubixis, Inc (“Rubixis”). During the second quarter of 2019, we acquired 100% of the equity of TruSignal, Inc. (“TruSignal”).

iovation is a provider of advanced device identity and consumer authentication services that helps businesses and consumers safely transact in a digital world. HPS provides expertise and technology solutions to help medical care providers maximize Medicare reimbursements. Rubixis is an innovative healthcare revenue cycle solutions company that helps providers maximize reimbursement from insurance payers. TruSignal is an innovative leader in people-based marketing technology for Fortune 500 brands, agencies, platforms, publishers and data owners.

The results of operations of iovation, HPS, Rubixis, and TruSignal, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment (formerly U.S. Information Services) in our consolidated statements of income since the date of the acquisition.

We finalized the purchase accounting for iovation and HPS during the second quarter of 2019. The final allocation of the purchase price for these two entities resulted in $230.2 million of goodwill and $208.5 million of amortizable intangible assets recorded in addition to what we recorded for Callcredit as discussed above. The weighted-average useful lives of the amortizable intangible assets are approximately 10.6 years, resulting in approximately $19.7 million of annual amortization.

3.2. Fair Value

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of ~~June 30, 2019~~March 31, 2020:


(in millions)	Total			Level 1		Level 2			Level 3			Total		Level 1		Level 2		Level 3
Assets
Trading securities	$	12.0		$	9.7	$	2.3		$	—
Available-for-sale debt securities	3.0			—		3.0			—
Interest rate caps	2.2			—		2.2			—
Available-for-sale debt securities (Note 3)												$	2.8	$	—	$	2.8	$	—
Total	$	17.2		$	9.7	$	7.5		$	—		$	2.8	$	—	$	2.8	$	—

Liabilities
Interest rate swaps	$	(48.9	)	$	—	$	(48.9	)	$	—
Contingent consideration	(7.6		)	—		—			(7.6		)
Interest rate swaps and caps (Notes 7 and 8)												$	95.9	$	—	$	95.9	$	—
Contingent consideration (Note 6)												7.5		—		—		7.5
Total	$	(56.5	)	$	—	$	(48.9	)	$	(7.6	)	$	103.4	$	—	$	95.9	$	7.5

Level 1 instruments consist of exchange-traded mutual funds. Exchange-traded mutual funds are trading securities valued at their current market prices. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants.

Level 2 instruments consist of ~~pooled separate accounts,~~ foreign exchange-traded corporate bonds, ~~and~~ interest rate caps, and interest rate swaps. Pooled separate accounts are designated as trading securities valued at net asset values. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants. Foreign exchange-traded corporate bonds are available-for-sale ~~debt~~ securities valued at their current quoted prices. These securities mature between 2027 and 2033. The interest rate caps ~~and~~fair values are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps in conjunction with the cash payments related to financing the premium of the interest rate caps. The interest rate swaps fair values are determined using the market standard methodology of discounting the future expected net cash ~~flows~~receipts or payments that would occur if variable interest rates rise above or fall below the ~~strike rate~~fixed rates of the ~~caps and swaps, taking into consideration the cash payments related to financing the premium of the interest rate caps.~~swaps. The variable interest rates used in the ~~calculation~~calculations of projected receipts on both the caps and swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. ~~See Note 9, “Debt,” for additional information regarding interest rate caps and swaps.~~

~~All unrealized gains and losses on trading securities are included in net income, while unrealized~~Unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income. There were ~~no other-than-temporary gains or losses on available-for-sale debt securities and there were no~~0 significant realized or unrealized gains or losses on any of our securities for any of the periods presented.

Level 3 instruments consist of contingent consideration obligations related to companies we have acquired with remaining maximum payouts totaling ~~$11.3~~$7.5 million. These obligations are contingent upon meeting certain quantitative or qualitative performance metrics through 2019, and are included in other current liabilities on our balance sheet. The fair values of the obligations are determined based on an income approach, using our expectations of the future expected earnings of the acquired entities. We assess the fair value of these obligations each reporting period with any changes reflected as gains or losses in selling, general and administrative expenses in the consolidated statements of income. During the three months ended ~~June 30, 2019,~~March 31, 2020, we recorded ~~a gain~~additional expense of ~~$0.9~~$0.3 million ~~as a result of changes to the fair value of these obligations. During the six months ended June 30, 2019, there were no significant gains or losses~~ as a result of changes to the fair value of these obligations.

4.3. Other Current Assets

Other current assets consisted of the following:


(in millions)	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Prepaid expenses	$	89.5	$	77.1	$	83.4	$	84.1
Other receivables					18.9		15.2
Income taxes receivable					17.7		19.0
Other investments	43.9		23.6		10.4		30.7
Income taxes receivable	17.9		5.5
Other receivable	14.8		14.3
Marketable securities	3.0		2.9
Marketable securities (Note 2)					2.8		2.9
Contract assets	2.0		1.0		1.5		1.4
Deferred financing fees	0.6		0.6
Deferred financing fees (Note 10)					0.5		0.5
Other	14.0		11.5		15.9		16.4
Total other current assets	$	185.7	$	136.5	$	151.1	$	170.2

Other receivables primarily include amounts recoverable under insurance policies for certain litigation costs. Other investments include non-negotiable certificates of deposit that are recorded at their carrying value which approximates fair value. ~~Other receivables include amounts recoverable under insurance policies for certain litigation costs. See Note 12, “Revenue,” for a further discussion about our contract assets.~~The decrease in these investments is due to non-negotiable certificates of deposit that matured and converted to cash equivalents.

5.4. Other Assets

Other assets consisted of the following:



(in millions)	March 31, 2020		December 31, 2019
Investments in nonconsolidated affiliates (Note 5)	$	132.3	$	133.7
Right-of-use lease assets	71.1		71.2
Non-qualified employee benefit plan assets	10.7		12.7
Deposits	4.5		4.1
Notes receivable from affiliated companies	4.0		4.0
Deferred financing fees	1.8		1.9
Other	9.0		8.7
Total other assets	$	233.4	$	236.3

(in millions) June 30,
2019 December 31, 2018
Investments in nonconsolidated affiliates $ 128.9
$ 81.9
Right-of-use lease assets 76.6
—
Marketable securities 12.0
12.4
Other investments 4.7
12.4
Deposits 4.2
3.8
Notes receivable from affiliated companies 4.0
1.0
Interest rate caps 2.2
16.5
Deferred financing fees 1.3
1.6
Other 6.8
6.7
Total other assets $ 240.7

$ 136.3

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

6.5. Investments in ~~Nonconsolidated Affiliates~~Affiliated Companies

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

We use the equity method to account for ~~nonmarketable~~ investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, ~~any impairments,~~ as well as for purchases and sales of our ownership interest.

We account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our ~~Cost~~“Cost Method ~~Investments,~~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 or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense.

~~During 2019, we recorded~~There was a ~~$31.2~~$5.3 million ~~gain~~loss on ~~a Cost Method~~the impairment of an investment ~~resulting from an observable price change for a similar investment~~in one of our affiliated companies during the ~~same issuer, partially offset by $8.6 million of impairments of other Cost Method investments.~~three months ended March 31, 2019. The ~~net gain~~loss was included in other income and expense in the consolidated statements of income. ~~There were no material gain or loss adjustments to our investments in nonconsolidated affiliates during the three and six months ended June 30, 2018.~~

Investments in ~~nonconsolidated affiliates~~affiliated companies consisted of the following:

(in millions) June 30,
2019 December 31, 2018
Equity method investments $ 43.7
$ 44.0
Cost Method Investments 85.2
37.9
Total investments in nonconsolidated affiliates $ 128.9

$ 81.9



(in millions)	March 31, 2020		December 31, 2019
Equity Method investments	$	42.4	$	49.0
Cost Method investments	89.9		84.7
Total investments in affiliated companies (Note 4)	$	132.3	$	133.7

These balances are included in other assets in the consolidated balance sheets. The increase in cost method investments is due to ~~the net gains on certain previous Consumer Interactive and U.S. Markets Cost Method investments discussed above that we recorded in other income and expense,~~ a new investment ~~made by~~in our U.S. Markets ~~segment, and an incremental investment in one of our current Consumer Interactive segment investments.~~segment.

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


	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended March 31,
(in millions)	2019	2018	2019	2018	2020		2019
Earnings from equity method investments	3.3	2.9	7.1	5.2
Earnings from equity method investments (Note 13)					$	2.6	$	3.8
Dividends received from equity method investments	8.0	4.3	8.5	5.0	$	0.6	$	0.5

Dividends received from Cost Method Investments for the three and six months ended June 30, 2019, was $0.7 million in each period, and for the three and six months ended June 30, 2018, was $0.7 million in each period.

7.6. Other Current Liabilities

Other current liabilities consisted of the ~~following:~~following


(in millions)	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Deferred revenue	$	93.5	$	73.1
Deferred revenue (Note 10)					$	90.3	$	82.8
Accrued legal and regulatory (Note 14)					60.0		30.4
Accrued payroll	75.3		102.5		55.0		110.6
Accrued legal and regulatory	36.5		33.2
Income taxes payable	24.9		17.0		25.6		14.9
Accrued employee benefits	23.9		35.1		23.4		35.4
Operating lease liabilities	19.2		—		18.7		19.9
Contingent consideration (Note 2)					7.5		7.2
Accrued interest	4.0		2.5		4.0		4.0
Contingent consideration	7.6		1.2
Other	25.7		19.5		25.3		31.3
Total other current liabilities	$	310.6	$	284.1	$	309.8	$	336.5

Deferred revenue increased primarily due to annual minimum billings, primarily in our United Kingdom business, that we have a contractual right to invoice. See Note 12, “Revenue,” for additional information about our deferred revenue. The decrease in accrued payroll was due primarily to the payment of accrued ~~annual~~ bonuses during the first quarter of ~~2019~~2020 that were earned in ~~2018. On January 1, 2019, we adopted ASU 2016-02,~~ ~~Leases (Topic 842).~~ ~~As a result, we have recorded~~2019. Accrued legal and regulatory increased due primarily to an additional accrual related to the ~~discounted present value of all future lease payments over the terms of the corresponding leases as a liability for our long-term leases. See Note 8,~~Ramirez litigation.

“Other Liabilities” for the long-term portion of this liability and Note 10, “Leases” for additional information about our leases. See Note 3, “Fair Value,” for additional information related to our contingent consideration obligations.

8.7. Other Liabilities

Other liabilities consisted of the following:


(in millions)	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Interest rate swaps and caps (Notes 2 and 8)					$	95.9	$	46.6
Operating lease liabilities	$	63.4	$	—	58.1		57.2
Interest rate swap	48.9		10.7
Unrecognized tax benefits	19.8		19.6		32.4		32.8
Retirement benefits	12.7		10.2
Income tax payable	1.9		5.0
Deferred revenue	2.9		0.9
Contingent consideration	—		0.1
Deferred revenue (Note 10)					12.5		15.7
Non-qualified and other employee benefit plan liabilities					9.2		11.6
Other	0.7		8.2		3.6		1.1
Total other liabilities	$	150.3	$	54.7	$	211.7	$	165.0

~~On January 1, 2019, we adopted ASU 2016-02,~~ ~~Leases (Topic 842).~~ ~~As a result, we have recorded~~The increase in the ~~discounted present~~interest rate swaps and caps liability was due primarily to changes to the fair value of ~~all future lease payments over~~these instruments due to the ~~terms of~~forward LIBOR curve during the corresponding leases as a liability for our long-term leases. See Note 7, “Other Current Liabilities” for the current portion of this liability and Note 10, “Leases” for additional information about our leases. See Note 9, “Debt,” for additional information about our interest rate swap.quarter.

9.8. Debt

Debt outstanding consisted of the following:

(in millions) June 30,
2019 December 31, 2018
Senior Secured Term Loan B-3, payable in quarterly installments through April 9, 2023, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $4.0 million and $3.7 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $5.0 million and $4.6 million, respectively, at December 31, 2018 $ 1,783.9
$ 1,892.0
Senior Secured Term Loan A-2, payable in quarterly installments through August 9, 2022, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.15% at June 30, 2019, and 4.27% at December 31, 2018), net of original issue discount and deferred financing fees of $2.4 million and $3.1 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.8 million and $3.6 million, respectively, at December 31, 2018 1,151.9
1,166.0
Senior Secured Term Loan B-4, payable in quarterly installments through June 19, 2025, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $2.2 million and $9.9 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.3 million and $10.7 million, respectively, at December 31, 2018 977.9
982.0
Senior Secured Revolving Line of Credit —
—
Other notes payable 3.6
7.3
Finance leases 0.6
0.8
Total debt 3,917.9
4,048.1
Less short-term debt and current portion of long-term debt (86.4 ) (71.7 )
Total long-term debt $ 3,831.5

$ 3,976.4

Excluding any potential additional principal payments which may become due on the senior secured credit facility based on excess cash flows of the prior year, scheduled future maturities of total debt at June 30, 2019, were as follows:

(in millions) June 30,
2019
2019 $ 37.7
2020 93.7
2021 89.9
2022 1,044.9
2023 1,732.1
Thereafter 945.0
Unamortized original issue discounts and deferred financing fees (25.4 )
Total debt $ 3,917.9



(in millions)	March 31, 2020			December 31, 2019
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 (2.74% at March 31, 2020, and 3.55% at December 31, 2019), net of original issue discount and deferred financing fees of $4.7 million and $11.3 million, respectively, at March 31, 2020, and original issue discount and deferred financing fees of $4.8 million and $11.7 million, respectively, at December 31, 2019	$	2,502.5		$	2,508.5
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 (2.49% at March 31, 2020, and 3.30% at December 31, 2019), net of original issue discount and deferred financing fees of $3.1 million and $1.9 million, respectively, at March 31, 2020, and original issue discount and deferred financing fees of $3.3 million and $2.2 million, respectively, at December 31, 2019	1,137.8			1,144.5
Senior Secured Revolving Credit Facility	—			—
Other notes payable	3.7			3.7
Finance leases	0.2			0.3
Total debt	3,644.2			3,657.0
Less short-term debt and current portion of long-term debt	(58.6		)	(58.7		)
Total long-term debt	$	3,585.6		$	3,598.3

Senior Secured Credit Facility

On June 15, 2010, we entered into a ~~senior secured credit facility~~Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan ~~A-2,~~B-5 and the Senior Secured Term Loan ~~B-3,~~A-3 (collectively, the ~~Senior~~“Senior Secured Term ~~Loan B-4~~Loans”), and the Senior Secured Revolving ~~Line of Credit.~~

On June 19, 2018, we borrowed an additional $800.0 million against our Senior Secured Term Loan A-2 and $600.0 million against a new tranche 4 of our Senior Secured Term Loan B (“Senior Secured Term Loan B-4”) to fund the acquisition of Callcredit. On June 29, 2018, we borrowed an additional $400.0 million of our Senior Secured Term Loan B-4 to fund another acquisition and to repay a portion of our Senior Secured Revolving Line of Credit.

During the second quarter of 2019, we prepaid $100.0 million of our outstanding Senior Secured Term Loan B-3. As a result of these prepayments, we expensed $0.9 million of our unamortized original issue discount and deferred financing fees.Credit Facility.

As of ~~June 30, 2019,~~March 31, 2020, we had no0 outstanding balance under the Senior Secured Revolving ~~Line of~~ Credit ~~and~~Facility, $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available.

TransUnion also has the ability to request incremental loans on the same terms under the ~~existing senior secured credit facility~~Senior Secured Credit Facility up to the greater of ~~an additional $675.0~~$1,000.0 million and 100% of ~~Consolidated EBITDA. Consolidated~~consolidated EBITDA ~~is reduced to~~for the ~~extent that the senior secured net leverage ratio is above 4.25-to-1. In addition,~~four quarters preceding such request date, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed ~~4.25-to-1.0, we may incur additional incremental loans,~~4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.

restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such ~~test~~measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $75 million or 7.5% of Consolidated EBITDA per year, or an unlimited amount ~~under the terms of the senior secured credit facility~~ provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of ~~June 30, 2019,~~March 31, 2020, we were in compliance with all debt covenants.

On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter-parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first tranche commences on June 30, 2020 and expires on June 30, 2022 with an initial notional amount of $1,150.0 million that amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022 and expires on June 30, 2025 with an initial notional amount of $1,110.0 million that amortizes each quarter. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.

On December 17, 2018, we entered into interest rate swap agreements with various ~~counterparties~~counter-parties that effectively ~~fixed~~fix our LIBOR exposure on a portion of our ~~existing senior secured term loans~~Senior Secured Term Loans or similar replacement debt, ~~between a range of 2.647% to~~which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is ~~$1,440.0~~$1,425.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022.

On December 18, 2015, we entered into interest rate cap agreements with various ~~counterparties~~counter-parties that effectively cap our LIBOR exposure on a portion of our ~~existing senior secured term loans~~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 ~~$1,436.0~~$1,246.9 million and will continue to decrease each quarter until the agreement terminates on June 30, 2020. ~~In July 2016, we~~We began to pay the various ~~counterparties~~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%.

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.

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

The change in the fair value of the swaps resulted in an unrealized loss of ~~$24.3~~$46.9 million ($~~18.2~~35.3 million, net of tax) and ~~$38.1~~$13.8 million ($~~28.6~~10.4 million, net of tax) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, and 2019 ~~respectively,~~ recorded in other comprehensive income. Interest expense on the swaps in the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 was expense of ~~$0.6~~$3.7 million ($~~0.5~~3.1 million, net of tax) and ~~$1.2~~$0.5 million ($~~0.9~~0.3 million, net of tax)~~, respectively.~~. We expect to recognize a loss of approximately ~~$11.7~~$35.9 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months.

The change in the fair value of the caps resulted in an unrealized loss of ~~$7.1~~$0.5 million ($~~5.3~~0.3 million, net of tax) and ~~$11.7~~$4.6 million ($~~8.8~~3.4 million, net of tax) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, and 2019, respectively, recorded in other comprehensive income. The change in the fair value of the caps resulted in an unrealized gain of $4.3 million ($3.2 million, net of tax) and $14.2 million ($10.6 million, net of tax) for the three and six months ended June 30, 2018, respectively, recorded in other comprehensive income. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, and 2019 was ~~income~~expense of ~~$1.3~~$2.1 million ($~~1.0~~1.8 million, net of tax) and ~~$3.0~~income of $1.6 million ($2.2 million, net of tax), 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 six months ended June 30, 2018, was income of $0.5 million ($0.4 million, net of tax) and $0.3 million ($0.21.0 million, net of tax), respectively. We expect to reclassify a ~~gain~~loss of approximately ~~$4.9~~$4.5 million from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring and payments received to the extent LIBOR exceeds 0.75% in the next twelve months.

Fair Value of Debt

As of ~~June 30, 2019,~~March 31, 2020, the fair value of our variable-rate Senior Secured Term Loan ~~A-2,~~A-3, excluding original issue discounts and deferred fees ~~approximates the carrying value.~~was approximately $1,057.1 million. As of ~~June 30, 2019,~~March 31, 2020, the fair value of our Senior Secured Term Loan ~~B-3 and B-4,~~B-5, excluding original issue discounts and deferred fees, was ~~$1,791.6 million and $990.0 million, respectively.~~approximately $2,398.9 million. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments.

~~10. Leases~~

Upon adoption of Topic 842 on January 1, 2019, our lease obligations consisted of operating leases for office space and data centers and a small number of finance leases for equipment. Our operating leases have remaining lease terms of up to 13.3 years, with a weighted-average remaining lease term of 5.6 years. We have options to extend many of our operating leases for an additional period of time and options to terminate early several of our operating leases. The lease term consists of the non-cancelable period of the lease, periods covered by options to extend the lease if we are reasonably certain to exercise the option, periods covered by an option to terminate the lease if we are reasonably certain not to exercise the option, and periods covered by an option to extend or not to terminate the lease in which the exercise of the option is controlled by the lessor.

On the commencement date of an operating lease, we record an ROU asset, which represents our right to use or control the use of a specified asset for the lease term, and an offsetting lease liability, which represents our obligation to make lease payments arising from the lease, based on the present value of the net fixed future lease payments due over the initial lease term. We use an estimate of our incremental borrowing rate as the discount rate to determine the present value of the net fixed future lease payments, except for leases where the interest rate implicit in the lease is readily determinable. Upon adoption and as of June 30, 2019, the weighted-average discount rate used to calculate the present value of the fixed future lease payments was 5.7%.

Both Topic 842 and the predecessor lease accounting guidance under ASU 840 require us to expense the net fixed payments of operating leases on a straight-line basis over the lease term. Topic 842 requires us to include any built up deferred or prepaid rent balance resulting from the difference between the straight-line expense and the cash payments as a component of our ROU asset. Also included in our ROU asset is any monthly prepayment of rent. Our rent expense is typically due on the first day of each month, and we typically pay rent several weeks before it is due, so at any given month end, we will have a prepaid rent balance that is included as a component of our ROU asset.

Most of our operating leases contain variable non-lease components consisting of maintenance, insurance, taxes and similar costs of the office space we occupy. We have adopted the practical expedient to not separate these non-lease components from the lease components and instead account for them as a single lease component for all of our leases. We straight-line the net fixed payments of operating leases over the lease term and expense the variable lease payments in the period in which we incur the obligation to pay such variable amounts. These variable lease payments are not included in our calculation of our ROU assets or lease liabilities.

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

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

Our operating lease costs, including fixed, variable and short-term lease costs, were $6.9 million and $6.1 million for the three months ended June 30, 2019 and 2018, respectively and $14.2 million and $11.6 million for the six months ended June 30, 2019 and 2018. Cash paid for operating leases are included in operating cash flows, and were $7.2 million and $6.5 million for the three months ended June 30, 2019 and 2018, respectively and $15.0 million and $11.5 million for the six months ended June 30, 2019 and 2018. Our finance lease amortization expense, interest expense, and cash paid were not significant for the reported periods.

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

We have elected to use the portfolio approach to assess the discount rate we use to calculate the present value of our future lease payments. Using this approach does not result in a materially different outcome compared with applying separate discount rates to each lease in our portfolio.

~~We have adopted an accounting policy to recognize rent expense for short-term leases, those leases with initial lease terms of twelve months or less, on a straight-line basis in our income statement.~~

~~Future fixed payments for non-cancelable operating leases and finance leases in effect as of June 30, 2019, are payable as follows:~~

(in millions) Operating Leases Finance Leases Total
2019 $ 10.8
$ 0.3
$ 11.1
2020 22.6
0.3
22.9
2021 18.8
0.1
18.9
2022 11.8
—
11.8
2023 9.7
—
9.7
Thereafter 23.5
—
23.5
Less imputed interest (14.6 ) (0.1 ) (14.7 )
Totals $ 82.6
$ 0.6
$ 83.2

~~11.~~9. Stockholders’ Equity

Common Stock Dividends

~~On February 13, 2018, we announced that our board of directors has approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock.~~ On February ~~21, 2019~~28, 2020, the board of directors declared a dividend of $0.075 per share to holders of record as of the close of business on March ~~7, 2019~~13, 2020. The total dividend declared was ~~$14.3~~$14.4 million, of which ~~$14.0~~$14.2 million was paid on March ~~22, 2019~~30, 2020, with the remainder due as dividend equivalents to employees who hold restricted stock units when and if those units vest. On ~~May 9, 2019, the board of directors declared a dividend of $0.075 per share to holders of record as of the close of business on~~ ~~May 23, 2019. The total dividend declared was $14.3 million, of which $14.1 million was paid on~~ ~~June 7, 2019, with the remainder due as dividend equivalents to employees who hold restricted stock units when and if those units vest. In the first quarter of 2019, we also paid $0.4~~An additional $0.5 million of dividend equivalents ~~that~~ were ~~declared in 2018~~paid to employees whose restricted stock units vested in ~~2019 and reversed $0.1 million of dividend equivalents previously declared but forfeited in~~ the first quarter of ~~2019.~~2020.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board. While we are comfortable paying the dividend at this time, if circumstances further deteriorate, we would consider recommending that our board temporarily reduce or suspend our dividend.

Treasury Stock

On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.

We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes. While the existing share repurchase program remains authorized by the board of directors, given the uncertainties arising from the COVID-19 pandemic, we do not intend to repurchase additional shares in the short term. We may resume share repurchases in the future at any time, depending upon market conditions, our capital needs and other factors.

During the first quarter of ~~2019, 1.6~~2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. The employees used ~~0.6~~0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received ~~1.0~~0.6 million of the shares and gave TransUnion the remaining ~~0.6~~0.3 million shares that we have recorded as treasury stock. We remitted cash equivalent to the ~~$36.8~~$32.1 million vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies.

Preferred Stock

~~We have~~As of March 31, 2020 and December 31, 2019, we had 100.0 million shares of preferred stock ~~authorized. No~~authorized, and 0 preferred stock ~~had been~~ issued or ~~was outstanding as of June 30, 2019.~~outstanding.

~~12.~~10. Revenue

All of our revenue is derived from contracts with customers and is reported as revenue in the ~~Consolidated Statement~~consolidated statements of ~~Income.~~income generally as, or at the point in time, the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a ~~customer, and is the unit of account under ASC Topic 606.~~customer. We have contracts with ~~two~~2 general groups of performance obligations: those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.

Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or ~~any~~a guaranteed minimum, if higher. Occasionally we have contracts ~~where~~pursuant to which 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 to which we will be entitled, ~~to,~~ and ~~true-up~~adjust any estimates as facts and circumstances evolve.

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

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

For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less.

Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery, once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time, based on an estimate of progress towards completion of that obligation. These contracts are not material.

In certain circumstances we apply the revenue recognition guidance ~~in ASC Topic 606~~ to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.

Our contracts ~~generally~~ include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.

Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts ~~where~~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 ~~June 30, 2019.~~March 31, 2020.

As our other contracts with customers generally have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue ~~which~~that are included in other current liabilities and other liabilities. We expect to recognize the December 31, ~~2018~~2019, current deferred revenue balance as revenue during ~~2019. The~~2020. Our long-term deferred revenue, which is not ~~significant.~~material, is expected to be recognized in approximately two years.

For additional disclosures about the disaggregation of our revenue see Note ~~15,~~13, “Reportable ~~Segments”.~~Segments.”

~~13.~~11. Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans.

As of ~~June 30,~~March 31, 2020 and March 31, 2019, there were ~~1.1~~0.2 million ~~contingently-issuable~~anti-dilutive weighted stock-based awards outstanding ~~that were excluded from the diluted earnings per share calculation because the contingencies had not been met.~~

~~As of June 30, 2018, there were less than 0.1~~and 1.3 million contingently-issuable ~~stock-based~~performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met.

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


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(in millions, except per share data)	2019			2018			2019			2018				2020			2019
Income from continuing operations	$	107.0		$	57.3		$	181.9		$	132.6			$	74.3		$	74.9
Less: income from continuing operations attributable to noncontrolling interests	(2.5		)	(2.3		)	(4.9		)	(4.5		)
Less: net income from continuing operations attributable to noncontrolling interests														(4.1		)	(2.4		)
Income from continuing operations attributable to TransUnion	104.5			55.0			177.0			128.2				70.2			72.5
Discontinued operations, net of tax⁽¹⁾	(3.0		)	—			(4.6		)	—				—			(1.6		)
Net income attributable to TransUnion	$	101.5		$	55.0		$	172.4		$	128.1			$	70.2		$	70.9

Basic earnings per common share from:
Income from continuing operations attributable to TransUnion	$	0.56		$	0.30		$	0.95		$	0.70			$	0.37		$	0.39
Discontinued operations, net of tax	(0.02		)	—			(0.02		)	—				—			(0.01		)
Net Income attributable to TransUnion	$	0.54		$	0.30		$	0.92		$	0.70			$	0.37		$	0.38
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion	$	0.55		$	0.29		$	0.93		$	0.67			$	0.37		$	0.38
Discontinued operations, net of tax	(0.02		)	—			(0.02		)	—				—			(0.01		)
Net Income attributable to TransUnion	$	0.53		$	0.29		$	0.90		$	0.67			$	0.37		$	0.37
Weighted-average shares outstanding:													��
Basic	187.5			184.3			187.1			184.0				189.2			186.6
Dilutive impact of stock based awards														3.0			4.4
Diluted	191.3			190.8			191.2			190.5				192.2			191.0

Anti-dilutive stock-based awards outstanding	—			—			0.1			—


~~(1)~~	Discontinued operations for the three and six months ended June 30, 2018 rounds to zero. As a result of displaying amounts in millions, there is a rounding difference in the six months ended June 30, 2018.

~~14.~~12. Income Taxes

For the three months ended ~~June 30,~~March 31, 2020, we reported an effective tax rate of 23.1%, which was higher than the 21.0% U.S. federal statutory rate due primarily to $16.2 million of various foreign, federal and state tax impacts and $2.1 million valuation allowance for foreign tax credit reserves due to decreased foreign source income, partially offset by $16.2 million of excess tax benefits on stock-based compensation. We periodically assess the recoverability of our deferred tax assets, and a valuation allowance is recorded against deferred tax assets if it is more likely than not that some portion of the deferred tax assets will not be realized. COVID-19 had no material impact on our assessment of the recoverability of our deferred tax assets at March 31, 2020. As additional information becomes available to us, our future assessment of the recoverability of our deferred tax assets could materially and adversely impact our consolidated financial statements in future reporting periods.

For the three months ended March 31, 2019, we reported an effective tax rate of ~~26.9%~~0.8%, which was ~~higher~~lower than the ~~21%~~21.0% U.S. federal statutory rate due primarily to $4.9 million in state taxes, $7.8 million in foreign taxes resulting from jurisdictions which have effective tax rates higher than the U.S. federal statutory rate, and $2.2 million in other discrete tax items, partially offset by $6.3 million of excess tax benefits on stock-based compensation.

~~For the six months ended June 30, 2019, we reported an effective tax rate of 18.0%, which was lower than the 21% U.S. federal statutory rate due primarily to $27.3~~$21.0 million of excess tax benefits on stock-based compensation and $7.9 million of valuation allowance releases on foreign tax credit carryforwards, partially offset by ~~$12.1 million in foreign taxes for the same reasons as stated above, $7.0 million in state taxes and $1.5 million in other discrete items.~~

~~For the three months ended June 30, 2018, we reported an effective tax rate of 21.7%, which was higher than the 21% U.S. federal statutory rate due primarily to $10.3~~$13.7 million of various foreign, state and federal tax expense related to the impact of the Tax Cuts and Jobs Act of 2017 (the “Act”), foreign rate differential, unrecognized tax benefits, and non-deductible acquisition and other costs, partially offset by $9.8 million of excess tax benefits on stock-based compensation.

For the six months ended June 30, 2018, we reported an effective tax rate of 24.7%, which was higher than the 21% U.S. federal statutory rate due primarily to $24.6 million of tax expense related to the impact of the Act, foreign rate differential, unrecognized tax benefits and non-deductible acquisition and other costs, partially offset by $18.1 million of excess tax benefits on stock-based compensation.impacts.

The total amount of unrecognized tax benefits was ~~$19.8~~$34.7 million as of ~~June 30, 2019,~~March 31, 2020, and ~~$19.6~~$32.8 million as of December 31, ~~2018.~~2019. The amounts that would affect the effective tax rate if recognized are ~~$13.1~~$14.1 million and ~~$12.3~~$13.6 million, respectively. ~~There were no~~We classify interest and penalties, which are not significant, as income tax expense in the consolidated statements of income and their associated liabilities, ~~for accrued interest or penalties on income taxes~~which are also not significant, as ~~of June 30, 2019 or December 31, 2018.~~other liabilities in the consolidated balance sheets. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Generally, tax years 2010 and forward remain open for examination in some foreign jurisdictions, 2011 and forward in some state jurisdictions, and tax years 2012 and forward remain open for examination for U.S. federal income tax purposes.

~~15.~~13. Reportable Segments

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

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

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

The segment financial information below aligns with how we report information to our CODM to assess operating performance and how we manage the business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note ~~12,~~10, “Revenue.”

The following is a more detailed description of our ~~three~~3 reportable segments and the Corporate unit, which provides support services to each segment:

U.S. Markets

The U.S. Markets segment provides consumer reports, ~~risk~~actionable insights and analytics such as credit and other scores, ~~analytical services~~ and decisioning capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for ~~the following verticals:~~Financial Services and Emerging Verticals:

•

Financial Services: The ~~financial services~~Financial Services vertical consists of our consumer lending, mortgage, auto, and cards and payments lines of business. Our ~~financial services~~Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.

lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.

•

Emerging Verticals: Emerging ~~verticals~~Verticals include ~~healthcare, insurance, collections, property management, public sector~~Healthcare, Insurance, Tenant and Employment, Collections, Public Sector, Media, Diversified Markets and other ~~diversified markets.~~verticals. Our solutions in these verticals are ~~similar to the solutions in our financial services vertical~~also data-driven and ~~also~~ address the entire customer lifecycle. We offer onboarding and ~~retention solutions,~~ transaction processing products, scoring and analytic products, marketing solutions, ~~analytics~~fraud and ~~consulting,~~ identity management ~~and fraud~~ solutions, and ~~revenue optimization and collections~~customer retention solutions.

International

The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics ~~services,~~and decisioning ~~capabilities,~~services and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal ~~finances.~~finances and take precautions against identity theft.

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

Consumer Interactive

The Consumer Interactive ~~offers~~segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial ~~management.~~management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user-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~~1 or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

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


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
(in millions)	2019			2018			2019			2018			2020			2019
Revenue:
Gross Revenue:
U.S. Markets:
Financial Services	$	213.0		$	192.6		$	402.1		$	375.2		$	230.4		$	189.1
Emerging Verticals	192.9			165.6			372.6			325.3			191.5			179.7
Total U.S. Markets	405.9			358.2			774.7			700.5			421.9			368.8

International:
Canada	25.4			24.2			48.4			45.9			26.5			23.0
Latin America	26.2			25.8			51.5			51.0			24.3			25.3
United Kingdom	46.6			7.7			88.8			7.7			48.8			42.2
Africa	14.0			15.6			29.0			32.6			14.3			15.0
India	24.9			18.9			52.6			39.1			30.8			27.7
Asia Pacific	14.0			14.1			26.8			26.0			13.0			12.8
Total International	151.1			106.3			297.1			202.3			157.7			146.0

Total Consumer Interactive	123.6			117.6			246.9			235.5			126.7			123.4

Total revenue, gross	$	680.5		$	582.1		$	1,318.7		$	1,138.2		$	706.3		$	638.2

Intersegment revenue eliminations:
U.S. Markets	$	(17.2	)	$	(17.5	)	$	(34.7	)	$	(34.9	)	$	(17.1	)	$	(17.5	)
International	(1.3		)	(1.4		)	(2.5		)	(2.6		)	(1.3		)	(1.2		)
Consumer Interactive	(0.2		)	(0.2		)	(0.4		)	(0.3		)	(0.4		)	(0.2		)
Total intersegment eliminations	(18.6		)	(19.0		)	(37.5		)	(37.8		)	(18.7		)	(18.9		)
Total revenue as reported	$	661.9		$	563.1		$	1,281.2		$	1,100.5		$	687.6		$	619.3

Adjusted EBITDA
U.S. Markets	$	175.4		$	147.9		$	317.5		$	281.2
International	59.6			41.2			124.5			74.3
Consumer Interactive	59.1			58.0			119.3			114.9
Corporate	(30.4		)	(26.4		)	(58.7		)	(47.1		)
Consolidated Adjusted EBITDA	$	263.7		$	220.6		$	502.6		$	423.3

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

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

Three Months Ended
June 30, Six Months Ended June 30,
(in millions) 2019 2018 2019 2018
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion $ 101.5
$ 55.0
$ 172.4
$ 128.1
Discontinued operations 3.0
—
4.6
—
Net income from continuing operations attributable to TransUnion 104.5
55.0
177.0
128.2
Net interest expense 43.4
24.5
86.9
46.4
Provision (benefit) for income taxes 39.4
15.8
39.9
43.5
Depreciation and amortization 89.2
68.0
182.7
134.6
EBITDA 276.4
163.4
486.5
352.6
Adjustments to EBITDA:
Acquisition revenue-related adjustments 1.7
—
5.9
—
Stock-based compensation 8.2
16.0
20.9
26.9
Mergers and acquisitions, divestitures and business optimization (23.9 ) 25.9
(12.6 ) 29.2
Other 1.3
15.3
1.9
14.7
Total adjustments to EBITDA (12.7 ) 57.2
16.2
70.7
Consolidated Adjusted EBITDA $ 263.7
$ 220.6
$ 502.6
$ 423.3



	Three Months Ended March 31,
(in millions)	2020			2019
U.S. Markets Adjusted EBITDA	$	171.5		$	142.0
International Adjusted EBITDA	60.2			65.0
Consumer Interactive Adjusted EBITDA	57.4			60.2
Total	289.1			267.2
Adjustments to reconcile to income from continuing operations before income taxes:
Corporate expenses⁽¹⁾	(25.8		)	(28.3		)
Net interest expense	(35.8		)	(43.5		)
Depreciation and amortization	(90.3		)	(93.5		)
Acquisition-related revenue adjustments⁽²⁾	—			(4.2		)
Stock-based compensation⁽³⁾	(2.3		)	(12.7		)
Mergers and acquisitions, divestitures and business optimization⁽⁴⁾	(4.3		)	(11.3		)
Accelerated technology investment⁽⁵⁾	(2.5		)	—
Other⁽⁶⁾	(35.7		)	(0.7		)
Net income attributable to non-controlling interests	4.1			2.4
Total adjustments	(192.5		)	(191.7		)
Income from continuing operations before income taxes	$	96.6		$	75.5

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


(1)	Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

(2)

This adjustment represents certain non-cash adjustments related to acquired entities, predominantly adjustments to increase revenue resulting from purchase accounting reductions to deferred revenue we record on the opening balance sheets of acquired entities. Deferred revenue results when a company receives payment in advance of fulfilling their performance obligations under contracts. Business combination accounting rules require us to record deferred revenue of acquired entities at fair value if we are obligated to perform any future services under these contracts. The fair value of this deferred revenue is determined based on the direct and indirect incremental costs of fulfilling our performance obligations under these contracts, plus a normal profit margin. Generally, this fair value calculation results in a reduction to the purchased deferred revenue balance. The above adjustment includes an estimate for the increase in revenue equal to the difference between what the acquired entities would have recorded as revenue and the lower revenue we record as a result of the reduced deferred revenue balance. This increase is partially offset by an estimated decrease to revenue for certain acquired non-core customer contracts that are not classified as discontinued operations that will expire within approximately one year from the date of acquisition. Beginning in the third quarter of 2019, we no longer have these adjustments to revenue.


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

(4)

For the three months ended March 31, 2020, consisted of the following adjustments: $3.8 million of Callcredit integration costs; $2.1 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a ($1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a ($0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.

For the three months ended March 31, 2019, consisted of the following adjustments: a $5.3 million loss on the impairment of an investment in a nonconsolidated affiliate; $4.2 million of Callcredit integration costs; a $0.9 million adjustment to contingent consideration expense from previous acquisitions; and $0.9 million of acquisition expenses.


(5)	Represents expenses associated with our accelerated technology investment.

(6)

For the three months ended March 31, 2020, consisted of the following adjustments: $30.5 million of expense incurred in connection with the Ramirez litigation, as discussed in footnote 14, “Contingencies”; a $4.9 million loss from currency remeasurement of our foreign operations; $0.4 million of loan fees; $0.2 million of fees related to our new swap agreements; $0.2 million of administrative expenses associated with the Fraud Incident; and a ($0.5) million reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility.

For the three months ended March 31, 2019, consisted of the following adjustments: a $0.3 million loss from currency remeasurement of our foreign operations; and $0.4 million of loan fees.

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


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
(in millions)	2019		2018		2019		2018		2020		2019
U.S. Markets	$	0.6	$	0.6	$	1.3	$	1.3	$	0.6	$	0.6
International	2.7		2.3		5.8		3.9		1.9		3.2
Total	$	3.3	$	2.9	$	7.1	$	5.2	$	2.6	$	3.8

~~16. Subsequent Event~~14. Contingencies

On July 12, 2019, the Company determined that TransUnion Limited, a Hong Kong entity in which the Company holds a 56.25 percent interest, has been the victim of criminal fraud. The incident involved employee impersonation and fraudulent requests targeting TransUnion Limited, which resulted in a series of fraudulently-induced wire transfers in early July 2019 totaling $17.8 million.Litigation

The ~~Company has launched an internal investigation to determine the full extent of the fraud scheme and related potential exposure, and expects to record a one-time pre-tax charge of up to $17.8 million~~following discussion describes material developments in previously disclosed material legal proceedings that occurred in the ~~third quarter~~three months ended March 31, 2020. Refer to Part II, Item 8, Footnote 21, “Contingencies” of ~~2019 as the result of this event. The Company self-discovered this fraudulent activity and promptly initiated contact with its bank as well as appropriate law enforcement authorities.~~

The Company may be limited in what information it can disclose because of the ongoing investigation. To date, the Company has not found any evidence of additional fraudulent activity. This incident did not result in any unauthorized access to any of the confidential consumer information or other data that we maintain. While this matter will result in some additional near-term expenses, the Company does not expect this incident to otherwise have a material impact on its business.

~~See~~ our ~~Current~~Annual Report on Form ~~8-K dated July 18, 2019.~~10-K for the year ended December 31, 2019, for a full description of our material pending legal proceedings at that time.

Ramirez v. Trans Union LLC

On February 27, 2020, the United States Court of Appeals for the Ninth Circuit issued its opinion in Ramirez v. Trans Union LLC, (No. 3:12-cv-00632-JSC, United States District Court for the Northern District of California), which affirmed in part and reversed and vacated in part the trial court’s judgment, holding that the punitive damages award was excessive in violation of constitutional due process. The appeals court remanded the case to the trial court with instructions to reduce the punitive damages award from approximately $52.0 million ($6,353.08 per class member) to approximately $32.0 million ($3,936.88 per class member). On April 8, 2020, the Ninth Circuit denied our petition for rehearing en banc. We determined that punitive damages were probable and reasonably estimable and recorded an estimated liability at March 31, 2020, in an amount equal to the portion of the punitive damages award affirmed by the Ninth Circuit and a partially offsetting insurance receivable, with expense of $30.5 million recorded in selling, general and administrative expense. We also recorded a related tax benefit of $7.6 million in our provision for income taxes.

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, ~~2018,~~2019, 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.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed below in “Cautionary Notice Regarding Forward-Looking Statements,” and Part II, Item 1A, “Risk Factors.”

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

Overview

TransUnion is a leading global ~~risk~~information and insights company that strives to make trust possible between businesses and consumers, working to ensure that each person is reliably and safely represented in the marketplace. At TransUnion, we find innovative ways to leverage data and information ~~solutions provider~~ to help businesses and ~~consumers.~~ consumers transact with confidence and achieve great things. We call this Information for Good.

Grounded in our legacy as a credit reporting agency, we have built a robust and accurate database of information for a large portion of the adult population in the markets we serve. We use our data fusion methodology to link and match an increasing set of other disparate data to further enrich our database. We use this enriched data, combined with our expertise, to continuously develop more powerful and useful solutions for our customers, all in accordance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through effective, personalized experiences, and the proactive extension of the right opportunities, tools and offers.

We provide consumer reports, ~~risk~~actionable insights and analytics such as credit and other scores, ~~analytical services~~ and decisioning capabilities to businesses. Businesses embed our solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use our solutions to view their credit profiles and access analytical tools that help them understand and manage their personal information and take precautions against identity theft. We are differentiated by our comprehensive and unique datasets, our next-generation technology and our analytics and decisioning capabilities, which enable us to deliver insights across the entire consumer lifecycle. We believe we are the largest provider of risk and information solutions in the United States to possess both nationwide consumer credit data and comprehensive, diverse public records data, which allows us to better predict behaviors, assess risk and address a broader set of business issues for our customers. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including ~~financial services, healthcare, insurance~~Financial Services, Healthcare, Insurance and ~~specialized risk.~~the other markets we serve. We have a global presence in over 30 countries and territories across North America, Latin America, ~~the United Kingdom,~~Europe, Africa, India, and Asia Pacific.

Our solutions are based on a foundation of financial, credit, alternative credit, identity, bankruptcy, lien, judgment, healthcare, insurance claims, automotive and other relevant information obtained from ~~approximately 90,000 data~~thousands of sources including financial institutions, private databases, ~~and~~ public records ~~repositories.~~repositories, and other data sources. We refine, standardize and enhance this data using sophisticated algorithms to create proprietary databases. Our technology infrastructure allows us to efficiently integrate our data with our analytics and decisioning capabilities to create and deliver innovative solutions to our customers and to quickly adapt to changing customer needs. Our deep analytics ~~expertise, which includes~~resources, including our people ~~as well as~~and tools ~~such as~~driving predictive modeling and scoring, customer segmentation, benchmarking and forecasting, ~~enables~~enable us to provide businesses and consumers ~~to gain~~with better insights into their ~~risk and financial~~ data. Our decisioning capabilities, which are generally delivered on a software-as-a-service platform, allow businesses to interpret data and apply their specific qualifying criteria to make decisions and take ~~action with respect to their customers.~~actions. Collectively, our data, analytics and decisioning capabilities allow businesses to authenticate the identity of consumers, effectively determine the most relevant products for consumers, retain and cross-sell to existing consumers, identify and acquire new consumers and reduce loss from ~~fraud.~~fraud and data breaches. Similarly, our capabilities allow consumers to see how their credit profiles have changed over time, understand the impact of financial decisions on their credit scores, ~~and~~ manage their personal information ~~as well as to~~and take precautions against identity theft.

Segments

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

segment allow us to serve a

broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for ~~the financial services~~Financial Services and ~~emerging verticals.~~Emerging Verticals.

The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics ~~services,~~and decisioning ~~capabilities,~~services, and other value-added risk management services. ~~In addition, we~~We also have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, retail credit, insurance, automotive, collections, public sector, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal ~~finances.~~finances and take precautions against identity theft.

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

The Consumer Interactive segment ~~offers~~provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial ~~management.~~management for consumers. The segment also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels.

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

Factors Affecting Our Results of Operations

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

Macroeconomic and Industry ~~Trends~~Trends; Effects of Coronavirus (“COVID-19”) on our Business and Results of Operations

Our revenues can be significantly influenced by general macroeconomic conditions, including the availability of credit and capital, interest rates, inflation, employment levels, consumer confidence and housing demand. InThe global spread and unprecedented impact of COVID-19 is complex and rapidly-evolving. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended extensive containment and mitigation measures worldwide. The outbreak has reached all of the regions in which we do business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, school closures, and social distancing requirements. The global spread of COVID-19 and actions taken in response to the virus have negatively affected workforces, customers, consumer confidence, financial markets, employment rates, consumer spending, credit markets and housing demand, caused significant economic and business disruption, volatility and financial uncertainty, and led to a significant economic downturn, including in the markets where we ~~compete,~~operate. While we ~~have generally seen good economic conditions and increased market stabilization over~~experienced first quarter 2020 revenue growth of 11% when compared with the past few years. In the United States, June set a record for the longest period of economic expansion in U.S. history at 121 months. One result of this record expansion is that we continue to see a healthy, well-functioning consumer lending market driven by the exceptionally strong labor market and continuing strong consumer confidence. During the secondfirst quarter of 2019, ~~we saw continuing improvements that began late~~since mid-March 2020, the COVID-19 pandemic and widespread measures implemented to contain and mitigate the effects of the virus had, and are expected to continue to have for an inherently uncertain period of time, a material adverse impact on numerous aspects of our business, including customer demand for our services and solutions, our consolidated financial statements, and the trading price of our securities. In addition, if the pandemic continues to create significant disruptions in the ~~first quarter~~credit or financial markets, or impacts our credit ratings, it could adversely impact our ability to access capital on favorable terms or at all.

From the earliest days of the COVID pandemic, the Company’s primary focus has been the health and safety of our associates, our customers, and the wider communities in which we operate. In each of the markets we serve, we have quickly and effectively moved to a work from home model, allowing us to protect our associates and the broader population while continuing to operate our businesses and provide services and solutions to customers and consumers. In addition, the Company has taken several actions to support those who are financially impacted by the COVID-19 pandemic in the ~~mortgage market due~~jurisdictions where we operate. We remain focused on ensuring impacted consumers are aware of resources and relief available to them, and we are working directly with our partners across the broader consumer credit ecosystem in an effort to prevent adverse impacts to consumers’ credit reports as a result of the pandemic. We are also working with trade associations and industry peers to develop additional proactive solutions to help impacted consumers and to facilitate access to resources and educational materials aimed at consumers.

The decline in demand for our services and solutions resulted in a reduction in certain costs that vary with revenue. In addition, we are actively monitoring our cost base and taking actions with the goal of maintaining financial liquidity and flexibility, such as halting our travel-related expenses, putting a temporary hold on new hiring until we have a better understanding of the shape

and the speed of the expected recovery. We have also addressed some other discretionary costs by canceling internal meetings and reducing second quarter capital spending, and continue to monitor and plan for other cost levers that we can pull. Going forward, we will continue to evaluate whether additional cost control measures are necessary or desirable to enhance our liquidity and financial profile as the effects of the COVID-19 pandemic evolve. However, there is no certainty that such measures, or measures that we have already taken, will be successful in mitigating the numerous operational, health and financial risks posed by COVID-19 and it may be necessary to further modify our business practices in the future, which could materially and adversely impact our consolidated financial statements in future periods.

The extent to which COVID-19 impacts our business, operations and our consolidated financial statements is inherently uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration, scope and severity of the pandemic; the impact on worldwide macroeconomic conditions, including interest rates, employment rates, consumer confidence, and foreign exchange rates in each of the markets in which we operate; governmental, business and individuals’ actions that have been, and continue to be, taken in response to the ~~recent declines~~pandemic, which could include limitations on and changes to our operations or mandates to provide services; the effect on our customers; changes in ~~mortgage rates~~customer and ~~improvements~~consumer demand for our services; the effect on consumer confidence and spending; our ability to sell and provide our services, including the impact of travel restrictions and people working from home; the ability of our customers to pay for our services on a timely basis or at all; the health of, and the effect on, our workforce; our ability to maintain sufficient liquidity; and the potential effects on our internal controls, including those over financial reporting, as a result of changes in ~~new~~working environments for our employees, business partners and ~~existing home sales,~~suppliers. Each of these factors could cause or contribute to the risks and ~~some early indications of improvements~~uncertainties described in our ~~customer’s marketing activity. Demand~~Annual Report on Form 10-K for ~~consumer solutions continues to be strong due to consumer awareness~~the year ended December 31, 2019, and in this Quarterly Report on Form 10-Q, and could materially and adversely impact our business, consolidated financial statements and our stock price.

We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context of the ~~risk~~unknown future impacts of ~~identity theft due~~COVID-19 using information that is reasonably available to ~~data breaches~~us at this time. The accounting estimates and ~~increasingly~~other matters we have assessed include, but were not limited to, our allowance for doubtful accounts, stock-based compensation, goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. While based on our current assessment of these estimates there was not a material impact to our consolidated financial statements as of and for the quarter ended March 31, 2020, as additional information becomes available ~~free credit information. These positive signs have been tempered by continuing uncertainty around trade policies~~to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and ~~global economic growth. Internationally, we continue to see strong growth~~severity of the pandemic, as well as other factors, could materially and adversely impact our consolidated financial statements in key markets, tempered by uncertainty in our Africa region and ongoing concern over Brexit. Weakening foreign currencies, primarily in Latin America and Africa, lowered our reported results for 2019 compared with 2018.future reporting periods.

Our revenues are also significantly influenced by industry trends, including the demand for information services in financial services, healthcare, insurance and other industries we serve. Companies are increasingly relying on business analytics and big-data technologies to help process data in a cost-efficient manner. As customers have gained the ability to rapidly aggregate and analyze data generated by their own activities, they are increasingly expecting access to real-time data and analytics from their information providers as well as solutions that fully integrate into their workflows. ~~As economies in emerging markets continue to develop~~In the long term, and ~~mature,~~once the impact of COVID-19 subsides, we believe there will continue to be favorable socio-economic trends, such as an increase in the size of the middle class and a significant increase in the use of financial services by currently under-served and under-banked customers. Demandexpect demand for consumer solutions ~~is rising,~~to rise, with higher consumer awareness of the importance and usage of their credit information, increased risk of identity theft due to data breaches, and more readily available free credit information. The complexity of existing regulations and the emergence of new regulations across ~~both emerging~~the globe, including new and ~~developed economies globally~~future COVID-19 related regulations on consumer and business activities and interactions and stimulus packages, will continue to make operations for businesses more ~~challenging.~~complex.

Effects of Inflation

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

Recent Developments

~~During the second quarter of 2019, we prepaid $100.0 million of our outstanding Senior Secured Term Loan B-3.~~

~~On January 1, 2019, we adopted ASU 2016-02,~~ ~~Leases (Topic 842)~~.This guidance, among other things, requires us to record the future discounted present value of all future lease payments as a liability on our balance sheet, as well as a corresponding “right-to-use” asset, which is an asset that represents the right to use or control the use of a specified asset for the lease term, for all long-term leases. This new guidance affectsThe following developments impact the comparability of our balance sheets, asresults of ~~June 30, 2019~~operations and cash flows between years:

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended extensive containment and mitigation measures worldwide. While we experienced first quarter 2020 revenue growth when compared with ~~December 31, 2018. See Part 1, Item 1, Note 10, “Leases,”~~the first quarter of 2019, the COVID-19 pandemic and widespread measures implemented to contain and mitigate the effects of the virus had, and are expected to continue to have for ~~additional information about~~an inherently uncertain period of time, a material adverse impact on numerous aspects of our ~~leases.~~business, including customer demand for our services and solutions in all of the regions in which we do business, and our consolidated financial statements. We expect these trends to continue and, potentially, worsen into the second quarter and beyond as the pandemic continues.

On ~~December 17, 2018,~~March 10, 2020, we entered into two tranches of interest rate swap agreements with various ~~counterparties~~counter-parties that effectively fixes our LIBOR exposure on ~~an additional~~a portion ~~of our existing senior secured term loans or similar replacement debt at approximately 2.647% to 2.706%.~~

During the second quarter of 2018, we borrowed a significant amount of additional debt against our senior secured credit facility to fund the purchase of three acquisitions as discussed in “Recent Acquisitions and Partnerships” below. During the second quarter of 2018, we borrowed a total of $125.0 million under the Senior Secured Revolving Line of Credit to fund an acquisition and for general corporate purposes. On June 19, 2018, we borrowed an additional $800.0 million against our Senior Secured Term Loan A-2 and $600.0 million against a new tranche 4 of our Senior Secured Term ~~Loan B (“Senior Secured Term Loan B-4”)~~Loans or similar replacement debt. The first tranche commences on June 30, 2020 and expires on June 30, 2022 with an initial notional amount of $1,150.0 million which amortizes each quarter.

The first tranche requires TransUnion to ~~fund~~pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate which matches the ~~acquisition~~variable rate on our loans. The second tranche commences on June 30, 2022 and expires on June 30, 2025 with an initial notional amount of ~~Callcredit.~~ $1,110.0 million which amortizes each quarter. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate which matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.

On ~~June 29, 2018,~~February 27, 2020, the United States Court of Appeals for the Ninth Circuit affirmed in part and reversed and vacated in part the trial court’s judgment in Ramirez v. Trans Union LLC, reducing the trial court’s punitive damages award from approximately $52 million to approximately $32 million. As a result, we ~~borrowed an additional $400.0~~recorded $30.5 million of litigation expense in selling, general and administrative expenses.

During the last three quarters of 2019 we prepaid $340 million of our Senior Secured Term ~~Loan B-4 to fund another acquisition and to repay a portion of our Senior Secured Revolving Line of Credit. These transactions affect the comparability of~~Loans, resulting in lower interest expense ~~between 2019 and 2018 as further discussed in “Results of Operations - Non-Operating Income and Expense” below.~~for the quarter ended March 31, 2020, compared with the quarter ended March 31, 2019.

Recent Acquisitions and Partnerships

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

On May 22, 2019, we acquired 100% of the equity of TruSignal, Inc. (“TruSignal”). TruSignal is an innovative leader in people-based marketing technology for Fortune 500 brands, agencies, platforms, publishers and data owners. TruSignal uses predictive scoring, powered by artificial intelligence, to make big data actionable for one-to-one addressable marketing. The results of operations of TruSignal, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.

On April 16, 2019, we acquired a noncontrolling interest in the outstanding equity of Payfone, Inc. (“Payfone”). Payfone leverages mobile network data from a comprehensive set of providers and applies proprietary technology and solutions to determine if the device is being used by its rightful owner. We will record any future dividends in other income and expense when received. We measure our investment in Payfone at our initial cost, minus any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments in Payfone, with any adjustments recorded in other income and expense.

On April 15, 2019, we increased our noncontrolling interest investment in SavvyMoney, Inc. (“SavvyMoney”). We had previously increased our noncontrolling interest investment in SavvyMoney on June 22, 2018. Our initial investment in SavvyMoney was made on August 30, 2016. SavvyMoney is a provider of credit information services for bank and credit union users. We will record any future dividends in other income and expense when received. We measure our investment in SavvyMoney at our initial cost, minus any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments in SavvyMoney, with any adjustments recorded in other income and expense.

On October 15, 2018, we acquired 100% of the equity of Rubixis, Inc. (“Rubixis”). Rubixis is an innovative healthcare revenue cycle solutions company that helps providers maximize reimbursement from insurance payers. Rubixis brings specialized expertise in the management of denials and underpayments, two significant pain points for healthcare providers. The results of operations of Rubixis, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.

On June 29, 2018, we acquired 100% of the equity of iovation, Inc. (“iovation”). iovation is a provider of advanced device identity and consumer authentication services that helps businesses and consumers safely transact in a digital world. The results of operations of iovation, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.

On June 19, 2018, we acquired 100% of the equity of Callcredit Information Group, Ltd. (“Callcredit”). Callcredit is a United Kingdom-based information solutions company founded in 2000 that provides data, analytics and technology solutions to help businesses and consumers make informed decisions. The results of operations of Callcredit have been included as part of our International segment in our consolidated statements of income since the date of the acquisition. See Part I, Item I, “Notes to Unaudited Consolidated Financial Statements,” Note 2, “Business Acquisitions,” for further information about this acquisition.

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

Key Components of Our Results of Operations

Revenue

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

U.S. Markets

•

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

•

Emerging Verticals: Emerging ~~verticals~~Verticals include ~~healthcare, insurance, collections, property management, public sector~~Healthcare, Insurance, Tenant and Employment, Collections, Public Sector, Media, Diversified Markets and other ~~diversified markets.~~verticals. Our solutions in these verticals are ~~similar to the solutions in our financial services vertical~~also data-driven and ~~also~~ address the entire customer lifecycle. We offer onboarding and ~~retention solutions,~~ transaction processing products, scoring and analytic products, marketing solutions, ~~analytics~~fraud and ~~consulting,~~ identity management ~~and fraud~~ solutions and ~~revenue optimization and collections~~customer retention solutions.

International

The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics ~~services,~~and decisioning ~~capabilities,~~services, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal ~~finances.~~finances and take precautions against identity theft.

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

Consumer Interactive

Cost of Services

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

Selling, General and Administrative

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

Non-Operating Income and Expense

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

Results of Operations

Key Performance Measures

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

~~Management, including our CODM,~~, evaluates the financial performance of our businesses based on a variety of key indicators. These indicators include the GAAP measures of revenue, segment Adjusted EBITDA, cash provided by operating activities and cash paid for capital expenditures, and the non-GAAP measures Adjusted Revenue and consolidated Adjusted EBITDA. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ these key indicators were as follows:

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2019 2018
$
Change

%
Change
2019 2018
$
Change

%
Change
Revenue:
Consolidated revenue as reported $ 661.9
$ 563.1
$ 98.8
17.5 % $ 1,281.2
$ 1,100.5
$ 180.7
16.4 %
Acquisition revenue-related adjustments⁽¹⁾
1.7
—
1.7
nm
5.9
—
5.9
nm
Consolidated Adjusted Revenue⁽²⁾
$ 663.6
$ 563.1
$ 100.5
17.9 % $ 1,287.1
$ 1,100.5
$ 186.6
17.0 %
—

U.S. Markets gross revenue $ 405.9
$ 358.2
$ 47.7
13.3 % $ 774.7
$ 700.5
$ 74.1
10.6 %
Acquisition revenue-related adjustments⁽¹⁾
0.2
—
0.2
nm
0.4
—
0.4
nm
U.S. Markets gross Adjusted Revenue⁽²⁾
$ 406.0
$ 358.2
$ 47.8
13.3 % $ 775.0
$ 700.5
$ 74.5
10.6 %

International gross revenue $ 151.1
$ 106.3
$ 44.8
42.1 % $ 297.1
$ 202.3
$ 94.9
46.9 %
Acquisition revenue-related adjustments⁽¹⁾
1.6
—
1.6
nm
5.6
—
5.6
nm
International gross Adjusted Revenue⁽²⁾
$ 152.7
$ 106.3
$ 46.4
43.6 % $ 302.7
$ 202.3
$ 100.4
49.7 %

Consumer Interactive gross revenue $ 123.6
$ 117.6
$ 6.0
5.1 % $ 246.9
$ 235.5
$ 11.5
4.9 %

Adjusted EBITDA⁽²⁾:

Reconciliation of net income attributable to TransUnion to Adjusted EBITDA⁽²⁾:

Net income attributable to TransUnion $ 101.5
$ 55.0
$ 46.4
84.4 % $ 172.4
$ 128.1
$ 44.2
34.5 %
Discontinued operations 3.0
—
3.0
nm
4.6
—
4.6
nm
Net income from continuing operations attributable to TransUnion 104.5
55.0
49.4
89.8 % 177.0
128.2
48.8
38.1 %
Net interest expense 43.4
24.5
18.9
77.1 % 86.9
46.4
40.5
87.5 %
Provision for income taxes 39.4
15.8
23.5
nm
39.9
43.5
(3.6 ) (8.2 )%
Depreciation and amortization 89.2
68.0
21.2
31.2 % 182.7
134.6
48.1
35.8 %
EBITDA 276.4
163.4
113.0
69.2 % 486.5
352.6
133.9
38.0 %
Adjustments to EBITDA:
Acquisition revenue-related adjustments⁽¹⁾
1.7
—
1.7
nm
5.9
—
5.9
n/m
Stock-based compensation⁽³⁾
8.2
16.0
(7.9 ) (49.1 )% 20.9
26.9
(6.0 ) (22.2 )%
Mergers and acquisitions, divestitures and business optimization⁽⁴⁾
(23.9 ) 25.9
(49.8 ) nm
(12.6 ) 29.2
(41.8 ) n/m
Other⁽⁵⁾
1.3
15.3
(14.0 ) (91.8 )% 1.9
14.7
(12.7 ) (86.7 )%
Total adjustments to EBITDA (12.7 ) 57.2
(69.9 ) (122.2 )% 16.2
70.7
(54.6 ) (77.2 )%
Consolidated Adjusted EBITDA⁽²⁾
$ 263.7
$ 220.6
$ 43.1
19.5 % $ 502.6
$ 423.3
$ 79.4
18.7 %

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2019 2018
$
Change

%
Change
2019 2018
$
Change

%
Change
U.S. Markets Adjusted EBITDA $ 175.4
$ 147.9
$ 27.6
18.6 % $ 317.5
$ 281.2
$ 36.2
12.9 %
International Adjusted EBITDA 59.6
41.2
18.4
44.5 % 124.5
74.3
50.3
67.7 %
Consumer Interactive Adjusted EBITDA 59.1
58.0
1.1
1.9 % 119.3
114.9
4.4
3.9 %
Corporate (30.4 ) (26.4 ) (4.0 ) (14.9 )% (58.7 ) (47.1 ) (11.6 ) (24.6 )%
Consolidated Adjusted EBITDA⁽²⁾
$ 263.7
$ 220.6
$ 43.1
19.5 % $ 502.6
$ 423.3
$ 79.4
18.7 %

Other metrics:

Cash provided by operating activities of continuing operations $ 182.1
$ 129.5
$ 52.6
40.6 % $ 308.3
$ 230.5
$ 77.8
33.8 %
Capital expenditures $ 46.1
$ 43.5
$ 2.6
6.0 % $ 88.0
$ 70.4
$ 17.6
25.0 %



	Three Months Ended March 31,
(in millions)	2020		2019		$ Change			% Change
Revenue and Adjusted Revenue:
Consolidated revenue as reported	$	687.6	$	619.3	$	68.3		11.0	%
Acquisition revenue-related adjustments⁽¹⁾	—		4.2		(4.2		)	nm
Consolidated Adjusted Revenue⁽²⁾	$	687.6	$	623.5	$	64.1		10.3	%

U.S. Markets gross revenue	$	421.9	$	368.8	$	53.1		14.4	%
Acquisition revenue-related adjustments⁽¹⁾	—		0.2		(0.2		)	nm
U.S. Markets gross Adjusted Revenue⁽²⁾	$	421.9	$	369.0	$	52.9		14.3	%

International gross revenue	$	157.7	$	146.0	$	11.7		8.0	%
Acquisition revenue-related adjustments⁽¹⁾	—		4.0		(4.0		)	nm
International gross Adjusted Revenue⁽²⁾	$	157.7	$	150.0	$	7.7		5.2	%

Consumer Interactive gross revenue	$	126.7	$	123.4	$	3.4		2.7	%

Adjusted EBITDA⁽²⁾:
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA⁽²⁾:
Net income attributable to TransUnion	$	70.2	$	70.9	$	(0.7	)	(1.0	)%
Discontinued operations	—		1.6		(1.6		)	nm
Net income from continuing operations attributable to TransUnion	70.2		72.5		(2.3		)	(3.2	)%
Net interest expense	35.8		43.5		(7.7		)	(17.8	)%
Provision for income taxes	22.3		0.6		21.7			nm
Depreciation and amortization	90.3		93.5		(3.1		)	(3.4	)%
EBITDA	218.5		210.0		8.5			4.0	%
Adjustments to EBITDA:
Acquisition revenue-related adjustments⁽¹⁾	—		4.2		(4.2		)	(100.0	)%
Stock-based compensation⁽³⁾	2.3		12.7		(10.4		)	(81.9	)%
Mergers and acquisitions, divestitures and business optimization⁽⁴⁾	4.3		11.3		(7.0		)	(61.7	)%
Accelerated technology investment⁽⁵⁾	2.5		—		2.5			nm
Other⁽⁶⁾	35.7		0.7		35.0			nm
Total adjustments to EBITDA	44.8		28.9		16.0			55.3	%
Consolidated Adjusted EBITDA⁽²⁾	$	263.4	$	238.9	$	24.5		10.2	%



	Three Months Ended March 31,
(in millions)	2020			2019			$ Change			% Change
U.S. Markets Adjusted EBITDA	$	171.5		$	142.0		$	29.5		20.8	%
International Adjusted EBITDA	60.2			65.0			(4.7		)	(7.3	)%
Consumer Interactive Adjusted EBITDA	57.4			60.2			(2.8		)	(4.7	)%
Corporate	(25.8		)	(28.3		)	2.5			8.8	%
Consolidated Adjusted EBITDA⁽²⁾	$	263.4		$	238.9		$	24.5		10.2	%

Other metrics:
Cash provided by operating activities of continuing operations	$	125.5		$	126.2		$	(0.7	)	(0.6	)%
Capital expenditures	$	(42.0	)	$	(41.9	)	$	(0.1	)	0.2	%

nm: not meaningful

As a result of displaying amounts in millions, rounding differences may exist in the ~~table~~tables above and footnotes below.

1.(1)

2.(2)

We define Adjusted Revenue as GAAP revenue adjusted for certain acquisition-related deferred revenue and non-core contract-related revenue. We define Adjusted EBITDA as net income (loss) attributable to the Company before net interest expense, income tax provision (benefit), depreciation and amortization and other adjustments noted in the table above. We present Adjusted Revenue as a supplemental measure of revenue because we believe it provides a basis to compare revenue between periods. We present Adjusted EBITDA as a supplemental measure of our operating performance because it eliminates the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. Also, Adjusted EBITDA is a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. In addition, our board of directors and executive management team use Adjusted EBITDA as a compensation measure under our incentive compensation plan. Furthermore, under the credit agreement governing our ~~senior secured credit facility,~~Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to a ratio based on Adjusted EBITDA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Debt.” Adjusted EBITDA does not reflect our capital expenditures, interest, income tax, depreciation, amortization, stock-based compensation and certain other income and expense. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. Adjusted EBITDA is not a measure of financial condition or profitability under GAAP and should not be considered as an alternative to cash flows from operating activities, as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance. We believe that the most directly comparable GAAP measure to Adjusted EBITDA is net income attributable to TransUnion. The table above provides a reconciliation from our net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 and ~~2018.~~2019.


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

4.(4)

For the three months ended ~~June 30, 2019,~~March 31, 2020, consisted of the following adjustments: ~~a $(31.2)~~$3.8 million ~~gain on a Cost Method investment resulting from an observable price change for a similar investment~~ of ~~the same issuer; a $(0.9)~~Callcredit integration costs; $2.1 million ~~adjustment~~of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a ~~$(0.2)~~($1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a ($0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued ~~operations; $4.4 million of Callcredit integration costs; a $3.3 million loss on the impairment of a Cost Method investment; and $0.8 million of acquisition expenses.~~operations.

For the ~~six~~three months ended ~~June 30,~~March 31, 2019, consisted of the following adjustments: a $(31.2) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; $(0.2) million reimbursement for transition services provided to the buyers of our discontinued operations; $8.6$5.3 million loss on the impairment of ~~certain Cost Method investments; $8.5~~an investment in a nonconsolidated affiliate; $4.2 million of Callcredit integration costs; a $0.9 million adjustment to contingent consideration expense from previous acquisitions; and ~~$1.6~~$0.9 million of acquisition expenses.


(5)	Represents expenses associated with our accelerated technology investment.

(6)

For the three months ended March 31, 2020, consisted of the following adjustments: $30.5 million of expense incurred in connection with the Ramirez litigation as discussed in Part 1, Item 1, footnote 14, “Contingencies”; a $4.9 million loss from currency remeasurement of our foreign operations; $0.4 million of loan fees; $0.2 million of fees related to our new swap agreements; $0.2 million of administrative expenses associated with the Fraud Incident; and a ($0.5) million reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility.

For the three months ended June 30, 2018, consisted of the following adjustments: $25.4 million of acquisition expenses; a $1.1 million loss on the divestiture of a small business operation; a $(0.3) million gain on a Cost Method investment resulting for an observable price change for a similar investment of the same issuer; and a $(0.3) million offset to the loss included in operating income adjustments on the divestiture of a small business operation for the portion that is attributable to the non-controlling interest.

For the six months ended June 30, 2018, consisted of the following adjustments: $27.1 million of acquisition expenses; a $1.6 million loss on the impairment of a Cost Method investment; a $1.1 million loss on the divestiture of a small business operation; a $(0.3) gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; and a $(0.3) million offset to the loss included in operating income adjustments on the divestiture of a small business operation for the portion that is attributable to the non-controlling interest.


5.	For the three months ended June 30, 2019, consisted of the following adjustments: $0.8 million of deferred loan fees written off as a result of the prepayments on our debt; $0.6 million of loan fees; and $(0.1) from currency remeasurement.

~~For the six months ended June 30,~~March 31, 2019, consisted of the following adjustments: ~~$1.0 million of loan fees; $0.8 million of deferred loan fees written off as~~ a ~~result of the prepayments on our debt; $0.2 million from currency remeasurement.~~

For the three months ended June 30, 2018, consisted of the following adjustments to non-operating income and expense: $11.9 million of fees related to new financing under our senior secured credit facility; a $3.0$0.3 million loss from currency remeasurement of our foreign operations; ~~$0.3~~and $0.4 million of loan ~~fees; and $0.1 million of miscellaneous.~~

For the six months ended June 30, 2018, consisted of the following adjustments to non-operating income and expense: $11.9 million of fees related to new financing under our senior secured credit facility; a $2.3 million loss from currency remeasurement of our foreign operations; $0.7 million of loan fees; $0.5 million of fees incurred in connection with a secondary offering of shares of TransUnion common stock by certain of our stockholders; and a $(0.7) million mark-to-market gain related to ineffectiveness of our interest rate hedge.

fees.

Revenue

Revenue increased ~~$98.8~~$68.3 million for the three months ended ~~June 30, 2019~~March 31, 2020, compared with the same period in ~~2018,~~2019, due primarily to organic growth in all of our segments, including both ~~the~~ U.S. Markets ~~financial services~~Financial Services and ~~emerging verticals~~Emerging Verticals and most of the International regions, revenue from ~~our~~ recent acquisitions in our U.S. Markets ~~and International~~ segments and revenue from new product initiatives, partially offset by the impact of weakening foreign currencies on revenue from ~~our~~certain International ~~segment. Acquisitions accounted for an increase in revenue of 8.9%.~~regions. The impact of weakening foreign currencies accounted for a decrease in revenue of ~~1.2%~~0.9%.

~~Revenue increased $180.7 million for the six months ended June 30, 2019~~ While we experienced first quarter 2020 revenue growth of 11% when compared with the ~~same~~first quarter of 2019, since mid-March 2020 the COVID-19 pandemic and widespread measures implemented to contain and mitigate the effects of the virus had, and are expected to continue to have for an inherently uncertain period ~~in 2018, due to organic growth~~of time, a material adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments, ~~including both the U.S. Markets~~and our consolidated financial services and emerging verticals and all of the International regions, revenue from our recent acquisitions in our U.S. Markets and International segments, and revenue from new product initiatives, partially offset by the impact of weakening foreign currencies on revenue from our International segment. Acquisitions accounted for an increase in revenue of 10.0%. The impact of weakening foreign currencies accounted for a decrease in revenue of 1.4%.statements.

Revenue by segment and a more detailed explanation of revenue within each segment are as follows:


	Three Months Ended June 30,											Six Months Ended June 30,											Three Months Ended March 31,
(in millions)	2019			2018			$ Change			% Change		2019			2018			$ Change			% Change		2020			2019			$ Change			% Change
U.S. Markets:
Financial Services	$	213.0		$	192.6		$	20.4		10.6	%	$	402.1		$	375.2		$	26.9		7.2	%	$	230.4		$	189.1		$	41.2		21.8	%
Emerging Verticals	192.9			165.6			27.3			16.5	%	372.6			325.3			47.2			14.5	%	191.5			179.7			11.8			6.6	%
U.S. Markets gross revenue	405.9			358.2			47.7			13.3	%	774.7			700.5			74.1			10.6	%	421.9			368.8			53.1			14.4	%

International:
Canada	25.4			24.2			1.1			4.7	%	48.4			45.9			2.4			5.3	%	26.5			23.0			3.5			15.3	%
Latin America	26.2			25.8			0.5			1.8	%	51.5			51.0			0.6			1.1	%	24.3			25.3			(1.0		)	(3.9	)%
United Kingdom⁽¹⁾	46.6			7.7			38.9			nm		88.8			7.7			81.1			nm		48.8			42.2			6.6			15.6	%
Africa	14.0			15.6			(1.6		)	(10.2	)%	29.0			32.6			(3.6		)	(11.0	)%	14.3			15.0			(0.7		)	(4.7	)%
India	24.9			18.9			6.0			31.7	%	52.6			39.1			13.5			34.6	%	30.8			27.7			3.1			11.2	%
Asia Pacific	14.0			14.1			(0.1		)	(1.0	)%	26.8			26.0			0.9			3.3	%	13.0			12.8			0.2			1.4	%
International gross revenue⁽¹⁾	151.1			106.3			44.8			42.1	%	297.1			202.3			94.9			46.9	%	157.7			146.0			11.7			8.0	%

Consumer Interactive gross revenue	123.6			117.6			6.0			5.1	%	246.9			235.5			11.5			4.9	%	126.7			123.4			3.4			2.7	%

Total gross revenue	$	680.5		$	582.1		$	98.4		16.9	%	$	1,318.7		$	1,138.2		$	180.5		15.9	%	$	706.3		$	638.2		$	68.2		10.7	%

Intersegment revenue eliminations:
U.S. Markets	$	(17.2	)	$	(17.5	)	$	0.3		(1.7	)%	$	(34.7	)	$	(34.9	)	0.2			(0.6	)%	$	(17.1	)	$	(17.5	)	$	0.4		(2.4	)%
International	(1.3		)	(1.4		)	0.1			(5.9	)%	(2.5		)	(2.6		)	0.1			(3.9	)%	(1.3		)	(1.2		)	(0.1		)	5.8	%
Consumer Interactive	(0.2		)	(0.2		)	—			19.0	%	(0.4		)	(0.3		)	(0.1		)	31.1	%	(0.4		)	(0.2		)	(0.2		)	90.8	%
Total intersegment revenue eliminations	(18.6		)	(19.0		)	0.3			(1.8	)%	(37.5		)	(37.8		)	0.2			(0.6	)%	(18.7		)	(18.9		)	0.2			0.8	%
Total revenue as reported	$	661.9		$	563.1		$	98.8		17.5	%	$	1,281.2		$	1,100.5		$	180.7		16.4	%	$	687.6		$	619.3		$	68.3		11.0	%

nm: not meaningful

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

(1) We acquired Callcredit, which is our United Kingdom region in our International segment, on June 19, 2018. Our 2018 consolidated, International segment and United Kingdom region revenue, includes the activity of Callcredit from the date of acquisition, which obscures comparability of our results between periods.

U.S. Markets Segment

U.S. Markets revenue increased ~~$47.7 million and $74.1~~$53.1 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same periods in ~~2018,~~2019, due primarily to increases in revenue from both verticals. While we experienced first quarter 2020 revenue growth in both verticals ~~including increases from recent acquisitions~~when compared with the first quarter of ~~5.4%~~2019, since mid-March 2020 the COVID-19 pandemic and ~~5.3%, respectively.~~widespread measures implemented to contain and mitigate the effects of the virus had, and are expected to continue to have for an inherently uncertain period of time, a material adverse impact on customer demand for our services and solutions in both verticals.

Financial Services: Revenue increased ~~$20.4 million and $26.9~~$41.2 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same period in ~~2018,~~2019, due primarily to improvements in market conditions in all of our lines of business when considering the quarter as a whole, particularly in the mortgage line of business, and an increase from new product ~~initiatives, revenue from our recent acquisitions, and improvements in our credit marketing services revenue.~~initiatives.

Emerging Verticals: Revenue increased ~~$27.3 million and $47.2~~$11.8 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same period in ~~2018,~~2019, due primarily to an increase ~~of 8.7% and 8.6%~~ from ~~recent acquisitions in each respective period and increased volumes including~~ new product initiatives and other organic growth in our emerging verticals, particularly ~~in the~~our Healthcare, Insurance, ~~Healthcare~~Media and ~~Diversified Markets~~Public Sector verticals.

International Segment

International revenue increased ~~$44.8~~$11.7 million, or ~~42.1%, and $94.9 million, or 46.9%~~8.0%, for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018,~~2019, due primarily to ~~a 30.1% increase from our acquisition of Callcredit and~~ higher local currency revenue in ~~most~~all regions from increased volumes including new product initiatives, partially offset by a decrease 3.6% from the impact of ~~6.5% and 7.8% in each respective period from~~ weakening foreign ~~currencies, primarily~~currencies. While we experienced first quarter 2020 local currency revenue growth in all regions when compared with the first quarter of 2019, since mid-March 2020 the COVID-19 pandemic and widespread measures implemented to contain and mitigate the effects of the virus had, and are expected to continue to have for an inherently uncertain period of time, a material adverse impact on customer demand for our ~~Latin America~~services and ~~Africa~~solutions in all regions. We acquired Callcredit, which is our United Kingdom region in our International segment, on June 19, 2018. Our International segment revenue includes the activity of Callcredit from the date of acquisition, which obscures comparability of our results between periods.

Canada: Revenue increased ~~$1.1~~$3.5 million, or ~~4.7%, and $2.4 million, or 5.3%~~15.3%, for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018,~~2019, due primarily to higher local currency revenue from increased volumes including new product initiatives, partially offset by a decrease of ~~3.8% and 4.6% in each respective period~~0.8% from the impact of weakening foreign ~~currencies.~~currency.

Latin America: Revenue ~~increased $0.5~~decreased $1.0 million, or ~~1.8%, and $0.6 million, or 1.1%~~3.9%, for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in 2018, due primarily to higher revenue from increased volumes including new product initiatives, offset by a decrease of 8.9% and 9.2% in each respective period from the impact of weakening foreign currencies.

~~United Kingdom:~~ ~~Revenue from continuing operations was $46.6 million and $88.8 million for the three and six months ended June 30,~~ 2019,, compared to $7.7 million in both periods in 2018, all attributable to our Callcredit acquisition. We acquired Callcredit on June 19, 2018, which obscures comparability of our results between periods.

~~Africa:~~ ~~Revenue decreased $1.6 million, or 10.2%, and $3.6 million, or 11.0%, for the three and six months ended June 30, 2019, compared with the same periods in 2018,~~ due primarily to a decrease of ~~12.6% and 13.5% in each respective period~~9.9% from the impact of weakening foreign currencies, partially offset by higher local currency revenue from increased volumes including new product initiatives.

United Kingdom: Revenue increased $6.6 million, or 15.6% for the three months ended March 31, 2020, compared with the same period in 2019, due primarily to higher local currency revenue from increased volumes including new product initiatives, partially offset by a decrease of 1.5% due to the impact of weakening foreign currencies.

Africa: Revenue decreased $0.7 million, or 4.7%, for the three months ended March 31, 2020, compared with the same period in 2019, due primarily to a decrease of 8.5% from the impact of weakening foreign currencies, partially offset by higher local currency revenue from increased volumes including new product initiatives.

India: Revenue increased ~~$6.0~~$3.1 million, or ~~31.7%, and $13.5 million, or 34.6%~~11.2%, for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018,~~2019, due primarily to higher local currency revenue from increased volumes including new product initiatives, partially offset by a decrease of ~~5.5% and 9.5% in each respective period~~3.0% from the impact of weakening foreign ~~currencies.~~currency.

Asia Pacific: Revenue ~~decreased $0.1~~increased $0.2 million, or ~~1.0%, and increased $0.9 million, or 3.3%~~1.4%, for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018,~~2019, due primarily to ~~lower direct-to-consumer~~an increase of 1.3% from the impact of strengthening foreign currencies and higher local currency revenue ~~in Hong Kong that was only partially offset by~~from increased volumes including new product initiatives. ~~The impact of foreign currencies did not have a significant impact in either period.~~

Consumer Interactive Segment

Consumer Interactive revenue increased ~~$6.0 million and $11.5~~$3.4 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018,~~2019, due primarily to an increase in revenue ~~from~~in both our direct and indirect channels. While we experienced first quarter revenue growth in both channels ~~partially offset by~~when compared with the first quarter of 2019, the COVID-19 pandemic and widespread measures implemented to contain and mitigate the effects of the virus are expected to have for an inherently uncertain period of time a ~~decrease~~material adverse impact on customer demand for our services and solutions, particularly in ~~incremental credit monitoring revenue due to a breach at a competitor.~~our indirect channel.

Operating Expenses

Operating expenses for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ were as follows:


	Three Months Ended June 30,								Six Months Ended June 30,								Three Months Ended March 31,
(in millions)	2019		2018		$ Change		% Change		2019		2018		$ Change		% Change		2020		2019		$ Change			% Change
Cost of services	$	216.2	$	189.1	$	27.1	14.3	%	$	424.3	$	371.4	$	52.9	14.2	%	$	225.1	$	208.1	$	17.0		8.2	%
Selling, general and administrative	196.7		171.6		25.2		14.7	%	392.4		334.9		57.5		17.2	%	235.4		195.7		39.7			20.3	%
Depreciation and amortization	89.2		68.0		21.2		31.2	%	182.7		134.6		48.1		35.8	%	90.3		93.5		(3.1		)	(3.4	)%
Total operating expenses	$	502.2	$	428.7	$	73.5	17.1	%	$	999.4	$	840.9	$	158.6	18.9	%	$	550.8	$	497.2	$	53.6		10.8	%

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

The COVID-19 pandemic and widespread measures implemented to contain and mitigate the effects of the virus had, and are expected to continue to have for an inherently uncertain period of time, a material adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments, and our consolidated financial statements. Certain of our cost of services costs are variable in nature and fluctuate directly with revenue. Certain other costs of services and selling, general and administrative costs are discretionary in nature and management has identified several cost savings measures that can be implemented to a varying extent, depending on the severity of any decline in revenue.

Cost of Services

Cost of services increased ~~$27.1 million and $52.9~~$17.0 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018.~~2019.

The increase was due primarily to:

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

an increase in product costs resulting from the increase in revenue, primarily in our U.S. Markets ~~segment,~~segment; and

an increase in labor costs, as we invested in key strategic growth initiatives;

partially offset by:

a decrease in stock based compensation due primarily to lower current expected achievement on our performance awards and a reduction of expense for our cash-settleable liability awards due to the decrease in our stock price at March 31, 2020, compared with December 31, 2019; and

the impact of weakening foreign currencies on the expenses of our International segment.

Selling, General and Administrative

Selling, general and administrative expenses increased ~~$25.2 million and $57.5~~$39.7 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018.~~2019.

The increase was due primarily to:


•	$30.5 million of expense incurred in connection with the Ramirez litigation, as discussed in Part 1, Item 1, footnote 14, “Contingencies”;

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

~~an increase in labor costs, as we continue to invest in key strategic growth initiatives,~~segments;

an increase in advertising costs, primarily in our Consumer Interactive segment; and


•	an increase in bad debt expense due to an increase in our estimated reserves including our current expected impact of COVID-19 due to applying ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments;

partially offset by:

a decrease in discretionary compensation expense including stock based compensation, due primarily to lower expected achievement on performance-based awards, forfeitures of awards of certain senior executives, and a reduction of expense for our cash-settleable liability awards due to the decrease in our stock price at March 31, 2020, compared with December 31. 2019; and

the impact of overall weakening foreign currencies on the expenses of our International segment.

Depreciation and Amortization

Depreciation and amortization ~~increased $21.2 million and $48.1~~decreased $3.1 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018,~~2019, primarily in our International and U.S. Markets segment, due primarily to a decrease in amortization related to intangible assets from our 2012 change in control, offset by an increase in depreciation and amortization from other tangible and intangible assets (including a recent ~~intangible and tangible fixed assets acquired with~~business acquisition in our ~~recent International and~~ U.S. Markets ~~segment business acquisitions.~~segment).

Adjusted EBITDA and Adjusted EBITDA margin


	Three Months Ended June 30,											Six Months Ended June 30,											Three Months Ended March 31,
(in millions)	2019			2018			$ Change			% Change		2019			2018			$ Change			% Change		2020			2019			$ Change			% Change
Adjusted Revenue:
U.S. Markets gross Adjusted Revenue	$	406.0		$	358.2		$	47.8		13.3	%	$	775.0		$	700.5		$	74.5		10.6	%	$	421.9		$	369.0		$	52.9		14.3	%
International gross Adjusted Revenue	152.7			106.3			46.4			43.6	%	302.7			202.3			100.4			49.7	%	157.7			150.0			7.7			5.2	%
Consumer Interactive gross Revenue	123.6			117.6			6.0			5.1	%	246.9			235.5			11.5			4.9	%
Consumer Interactive gross Adjusted Revenue																							126.7			123.4			3.4			2.7	%
Total gross Adjusted Revenue	682.3			582.1			100.2			17.2	%	1,324.6			1,138.2			186.4			16.4	%	706.3			642.4			64.0			10.0	%
Less: intersegment revenue eliminations	(18.6		)	(19.0		)	0.3			(1.8	)%	(37.5		)	(37.8		)	0.2			(0.6	)%	(18.7		)	(18.9		)	0.2			0.8	%
Consolidated Adjusted Revenue	$	663.6		$	563.1		$	100.5		17.9	%	$	1,287.1		$	1,100.5		$	186.6		17.0	%	$	687.6		$	623.5		$	64.1		10.3	%

Adjusted EBITDA⁽¹⁾:
U.S. Markets	$	175.4		$	147.9		$	27.6		18.6	%	$	317.5		$	281.2		$	36.2		12.9	%	$	171.5		$	142.0		$	29.5		20.8	%
International	59.6			41.2			18.4			44.5	%	124.5			74.3			50.3			67.7	%	60.2			65.0			(4.7		)	(7.3	)%
Consumer Interactive	59.1			58.0			1.1			1.9	%	119.3			114.9			4.4			3.9	%	57.4			60.2			(2.8		)	(4.7	)%
Corporate	(30.4		)	(26.4		)	(4.0		)	(14.9	)%	(58.7		)	(47.1		)	(11.6		)	(24.6	)%	(25.8		)	(28.3		)	2.5			8.8	%
Consolidated Adjusted EBITDA⁽¹⁾	$	263.7		$	220.6		$	43.1		19.5	%	$	502.6		$	423.3		$	79.4		18.7	%	$	263.4		$	238.9		$	24.5		10.2	%

Adjusted EBITDA margin⁽¹⁾:
U.S. Markets	43.2		%	41.3		%				1.9	%	41.0		%	40.1		%				0.8	%	40.7		%	38.5		%				2.2	%
International	39.0		%	38.8		%				0.3	%	41.1		%	36.7		%				4.4	%	38.2		%	43.3		%				(5.1	)%
Consumer Interactive	47.8		%	49.3		%				(1.5	)%	48.3		%	48.8		%				(0.5	)%	45.3		%	48.8		%				(3.5	)%
Consolidated Adjusted EBITDA margin⁽¹⁾	39.7		%	39.2		%				0.6	%	39.1		%	38.5		%				0.6	%	38.3		%	38.3		%				—	%

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

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

Consolidated Adjusted EBITDA increased ~~$43.1 million and $79.4~~$24.5 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, compared to the same ~~periods~~period in ~~2018.~~2019. The increase was due primarily to:

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

partially offset by:

an increase in operating and integration-related costs related to recent business acquisitions;

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

an increase in labor costs as we continue to invest in strategic growth ~~initiatives.~~initiatives; and

an increase in advertising costs, primarily in our Consumer Interactive segment.

Adjusted EBITDA margins for the U.S. Markets segment increased due primarily to the increase in revenue, partially offset by the integration-related costs of the recent business acquisitions.

Adjusted EBITDA margins for the International segment ~~increased slightly~~decreased due to the ~~strong increases in~~impact of COVID-19 on revenue ~~in India~~during the second half of March and ~~higher margins in our United Kingdom region~~certain expense benefits realized in 2019 ~~compared with 2018.~~that did not recur in 2020.

Adjusted EBITDA margins for the Consumer Interactive segment decreased due to ~~increased~~an increase in advertising ~~costs.~~costs, partially offset by an increase in revenue.

Non-Operating Income and Expense


	Three Months Ended June 30,											Six Months Ended June 30,											Three Months Ended March 31,
(in millions)	2019			2018			$ Change			% Change		2019			2018			$ Change			% Change		2020			2019			$ Change			% Change
Interest expense	$	(45.2	)	$	(25.9	)	$	(19.3	)	(74.7	)%	$	(90.2	)	$	(48.5	)	$	(41.7	)	(85.9	)%	$	(37.7	)	$	(45.0	)	$	7.3		16.2	%
Interest income	1.8			1.4			0.4			32.6	%	3.3			2.1			1.1			52.0	%	1.9			1.5			0.4			27.9	%
Earnings from equity method investments	3.3			2.9			0.3			11.5	%	7.1			5.2			1.8			35.1	%	2.6			3.8			(1.2		)	(32.2	)%
Other income and expense, net:
Acquisition fees	(0.8		)	(25.4		)	24.6			97.0	%	(1.6		)	(27.1		)	25.5			94.1	%	(2.1		)	(0.9		)	(1.2		)	nm
Loan fees	(0.6		)	(12.2		)	11.6			94.9	%	(1.0		)	(12.6		)	11.6			92.1	%	0.1			(0.4		)	0.5			nm
Dividends from Cost Method investments	0.7			0.7			—			(4.3	)%	0.7			0.7			—			(4.3	)%
Other income (expense), net	27.4			(2.9		)	30.3			nm		21.9			(3.5		)	25.4			nm		(5.0		)	(5.6		)	0.5			9.5	%
Total other income and expense, net	26.7			(39.7		)	66.5			nm		19.9			(42.3		)	62.3			nm		(7.0		)	(6.8		)	(0.2		)	(2.4	)%
Non-operating income and expense	$	(13.4	)	$	(61.3	)	$	47.9		78.1	%	$	(59.9	)	$	(83.5	)	$	23.5		28.2	%	$	(40.2	)	$	(46.5	)	$	6.3		13.6	%

nm: not meaningful

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

For the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, interest expense ~~increased $19.3 million and $41.7~~decreased $7.3 million compared with the same ~~periods~~period in ~~2018,~~2019, due primarily to the impact of the ~~increase~~decrease in our average outstanding principal balance ~~as a result of funding our business acquisitions in the middle of 2018,~~ and an ~~increase~~decrease in the average interest rate for the three-month period. During the last three quarters of 2019 we prepaid $340 million of our Senior Secured Term Loans which impacts the comparability of interest expense between the quarter ended March 31, 2019, and the quarter ended March 31, 2020. We also refinanced our Senior Secured Credit Facility in late 2019 resulting in a lower interest rate. ~~Future~~Our future interest expense could be materially impacted by changes in our variable interest ~~rates.~~rates caused by COVID-19 or other macro-economic factors, to the extent our variable rate debt is not hedged with fixed rate debt.

Acquisition fees represent costs we have incurred for various acquisition-related efforts. ~~For the three and six months ended June 30, 2018, acquisition fees included fees related to the acquisition of Callcredit, Healthcare Payment Specialists, and iovation.~~

~~Loan fees for the three and six month periods of 2018 included $11.9 million related to additional borrowings to finance these acquisitions.~~

During 2019, we recorded a $31.2 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer, offset by $8.6 million of impairments of other Cost Method investments. There were no material gain or loss adjustments to our investments in nonconsolidated affiliates during the three and six months ended June 30, 2018. See Part I, Item I, “Notes to Unaudited Consolidated Financial Statements,” Note 6, “Investments in Nonconsolidated Affiliates,” for additional information. Other income (expense), net ~~also~~ includes currency remeasurement gains and losses and other miscellaneous non-operating income and expense items. For the three months ended March 31, 2019, other income (expense), net included a ($5.3 million) loss on the impairment of an investment in a nonconsolidated affiliate.

Provision for Income Taxes

impacts.

Significant Changes in Assets and Liabilities

~~We adopted ASU 2016-02,~~ ~~Leases (Topic 842)~~ ~~on January 1,~~Total goodwill at March 31, 2020, compared with December 31, 2019,. ~~As a result, we are required~~ was due to record the discounted present value of all future lease payments as a liability on our balance sheet, as well as a corresponding “right-of-use” (“ROU”) asset, which is an asset that represents the right to use or control the use of a specified asset for the lease term, for all long-term leases. See Item I, Part 1, Note 5, “Other Assets,” Note 7, “Other Current Liabilities,” Note 8, “Other Liabilities,” and Note 10, “Leases” for more information about the impact ~~on our balance sheet.~~

~~We prepaid $100.0 million~~of changes in the foreign exchange rates of our ~~outstanding debt~~international operations relative to the U.S. dollar on the translated balances of our foreign goodwill. Total other intangible assets at March 31, 2020, compared with December 31, 2019, was due to the impact of changes in the foreign exchange rates of our international operations relative to the U.S. dollar on the translated balances of our foreign goodwill and additional investments in internally developed software, offset by additional amortization during the ~~second~~first quarter of ~~2019.~~2020.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our Senior Secured Revolving ~~Line of Credit.~~Credit Facility. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital structure ~~obligations,~~payments, business acquisitions and other general corporate purposes. We believe our cash on hand, cash generated from operations, and funds available under the ~~senior secured credit facility~~Senior Secured Credit Facility will be sufficient to fund our operating needs, planned capital expenditures, debt service and other capital structure ~~obligations,~~payments, and business acquisitions for the foreseeable future. Since mid-March 2020, the COVID-19 pandemic and ~~operating~~widespread measures implemented to contain and mitigate the effects of the virus had, and are expected to continue to have for an inherently uncertain period of time, a material adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments, and our consolidated financial statements. At this time, however, we do not expect the impact of COVID-19 to impact our ability to fund these needs for the foreseeable future. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, the length and severity of business disruptions caused by COVID-19, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may ~~however,~~ elect to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our growth strategy. In addition, if the pandemic continues to create significant disruptions in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms or at all.

Cash and cash equivalents totaled ~~$194.7~~$305.7 million and ~~$187.4~~$274.1 million at ~~June 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, respectively, of which ~~$150.5~~$206.8 million and ~~$130.8~~$176.5 million was held outside the United States in each respective period. As of ~~June 30, 2019,~~March 31, 2020, we had no outstanding balance under the Senior Secured Revolving ~~Line of~~ Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available.

TransUnion also has the ability to request incremental loans on the same terms under the ~~existing senior secured credit facility~~Senior Secured Credit Facility up to the greater of ~~an additional $675.0~~$1,000.0 million and 100% of ~~Consolidated EBITDA. Consolidated~~consolidated EBITDA ~~is reduced to~~for the ~~extent that~~four quarters preceding the ~~senior secured net leverage ratio is above 4.25-to-1. In addition,~~measurement date, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed ~~4.25-to-1.0, we may incur additional incremental loans,~~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 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.

The balance retained in cash and cash equivalents is consistent with our short-term cash needs and investment objectives. We may be required to make additional principal payments on the Senior Secured Term Loans ~~B-3~~B-5 and ~~B-4~~A-3 based on excess cash flows of the prior year, as defined in the credit agreement. There were no excess cash flows for ~~2018~~2019 and therefore no additional payment was required in ~~2019.~~2020. Additional payments based on excess cash flows could be due in future years. See Part I, Item 1, Note 98 “Debt,” for additional information about our debt.

During the ~~second quarter of 2019, we prepaid $100.0 million of our outstanding Senior Secured Term Loan B-3.~~

~~During the~~ first quarter of ~~2019, 1.6~~2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. The employees used ~~0.6~~0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received ~~1.0~~0.6 million of the shares and gave TransUnion the remaining ~~0.6~~0.3 million shares that we have recorded as treasury stock. We remitted cash equivalent to the ~~$36.8~~$32.1 million vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies.

On February ~~13, 2018, we announced that our board of directors has approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. On February 21, 2019,~~28, 2020, the board of directors declared a dividend of $0.075 per share to holders of record as of the close of business on March ~~7, 2019.~~13, 2020. The total dividend declared was ~~$14.3~~$14.4 million, of which ~~$14.0~~$14.2 million was paid on March ~~22, 2019,~~30, 2020, with the remainder due as dividend equivalents to employees who hold restricted stock units when and if those units vest. ~~On May 9, 2019,~~An additional $0.5 million of dividend equivalents were paid to employees whose restricted stock units vested in the first quarter of 2020.

Any determination to pay dividends in the future will be at the discretion of our board of directors ~~declared~~and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We currently have capacity and intend to continue to pay a quarterly dividend, ~~of $0.075 per share~~subject to ~~holders of record as of~~approval by our board. While we are comfortable paying the ~~close of business on May 23, 2019. The total~~ dividend ~~declared was $14.3 million, of which $14.1 million was paid on June 7, 2019, with the remainder due as dividend equivalents to employees who hold restricted stock units when and~~at this time, if ~~those units vest.~~circumstances further deteriorate, we would consider recommending that our board temporarily reduce or suspend our dividend.

On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next ~~three~~3 years. ~~On February 8, 2018, our~~Our board of directors removed the three-year time ~~limitation. Prior to the second quarter of 2018,~~limitation on February 8, 2018. To date, we ~~had purchased approximately $133.4~~have repurchased $133.5 million of our common stock ~~under~~and have the ~~program and may purchase up~~ability to ~~an additional $166.6~~repurchase the remaining $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.

~~On June 19, 2018,~~ While the existing share repurchase program remains authorized by the board of directors, given the uncertainties arising from the COVID-19 pandemic, we ~~borrowed an~~do not intend to repurchase additional ~~$800.0 million against~~shares in the short term. We may resume share repurchases in the future at any time, depending upon market conditions, our ~~Senior Secured Term Loan A-2~~capital needs and $600.0 million against a new tranche 4 of our Senior Secured Term Loan B (“Senior Secured Term Loan B-4”) to fund the acquisition of Callcredit. On June 29, 2018, we borrowed an additional $400.0 million of our Senior Secured Term Loan B-4 to fund another acquisition and to repay a portion of our Senior Secured Revolving Line of Credit. These new borrowings have increased our future scheduled loan repayments and interest expense compared with the first quarter of 2018.other factors.

Sources and Uses of Cash


	Six Months Ended June 30,									Three Months Ended March 31,
(in millions)	2019			2018			Change			2020			2019			Change
Cash provided by operating activities of continuing operations	$	308.3		$	230.5		$	77.8		$	125.5		$	126.2		$	(0.7	)
Cash used in investing activities of continuing operations	(107.8		)	(1,881.7		)	1,773.9			(25.5		)	(50.9		)	25.4
Cash (used in) provided by financing activities	(187.3		)	1,731.9			(1,919.2		)	(49.7		)	(59.9		)	10.2
Cash used in discontinued operations	(7.3		)	—			(7.3		)	—			(2.4		)	2.4
Effect of exchange rate changes on cash and cash equivalents	1.4			(4.2		)	5.6			(18.7		)	0.5			(19.2		)
Net change in cash and cash equivalents	$	7.3		$	76.5		$	(69.2	)	$	31.6		$	13.5		$	18.1

Operating Activities

The increase in cash provided by operating activities of continuing operations was due primarily to ~~the~~an increase in operating ~~income excluding depreciation~~performance and ~~amortization, partially~~lower interest expense in 2020 was offset by an increase in ~~interest expense resulting from the increase~~working capital in ~~outstanding debt due to our 2018 acquisitions.~~2020.

Investing Activities

The decrease in cash used in investing activities was due primarily to ~~lower cash used for acquisitions, partially offset by~~ an increase in ~~capital expenditures and the~~net proceeds received from the sale of ~~the Callcredit discontinued operations.~~other investments, partially offset by cash used to purchase an investment in a nonconsolidated affiliate.

Financing Activities

The ~~increase~~decrease in cash used in financing activities iswas due primarily to ~~the loan proceeds borrowed in 2018 to fund our acquisitions, partially offset by $100.0 million of prepayments made on our outstanding~~lower debt ~~in 2019, $36.8 million of cash used to pay~~repayments and employee ~~withholding~~ taxes paid on restricted stock ~~that vested during the first quarter of 2019 that we have recorded as treasury stock, and one additional quarterly dividend payment made in 2019 compared with 2018.~~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 ~~$17.6~~$0.1 million, from ~~$70.4~~$41.9 million for the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, to ~~$88.0~~$42.0 million for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020.

Debt

~~Senior Secured Credit Facility~~Hedges

On ~~June 15, 2010,~~March 10, 2020, we entered into ~~a senior secured credit facility~~two tranches of interest rate swap agreements with various ~~lenders. This facility has been amended several times and currently consists~~counter-parties that effectively fix our LIBOR exposure on a portion of ~~the~~our Senior Secured Term ~~Loan A-2,~~Loans or similar replacement debt. The first tranche commences on June 30, 2020 and expires on June 30, 2022 with an initial notional amount of $1,150.0 million that amortizes each quarter.

The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the ~~Senior Secured Term Loan B-3, Senior Secured Term Loan B-4,~~variable rate on our loans. The second tranche commences on June 30, 2022 and expires on June 30, 2025 with an initial notional amount of $1,110.0 million that amortizes each quarter. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the ~~Senior Secured RevolvingLine of Credit.~~

~~Hedge~~variable rate on our loans. We have designated these swap agreements as cash flow hedges.

which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is ~~$1,440.0~~$1,425.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022.

Effect of Certain Debt Covenants

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

With certain exceptions, the ~~senior secured credit facility~~Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The ~~senior secured credit facility~~Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such ~~test~~measurement date. TransUnion may make dividend payments up to an unlimited amount under the terms of the senior secured credit facility provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of ~~June 30, 2019,~~March 31, 2020, we were in compliance with all debt covenants.

Our ability to meet our liquidity needs or to pay dividends on our common stock depends on our subsidiaries’ earnings, the terms of our indebtedness, and other contractual restrictions. Trans Union LLC, the borrower under the ~~senior secured credit facility,~~Senior Secured Credit Facility, is not permitted to declare any dividend or make any other distribution subject to certain ~~exceptions, including~~exceptions. TransUnion may make dividend payments up to the greater of $75 million or 7.5% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of March 31, 2020, we were in compliance with ~~a fixed charge coverage ratio and a basket that depends on TransUnion Intermediate Holdings, Inc.’s consolidated net income.~~all debt covenants.

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

Recent Accounting Pronouncements

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

Application of Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with ~~U.S.~~ generally accepted accounting ~~principles.~~principles (“GAAP”). The notes to our consolidated financial statements include disclosures about our significant accounting policies. These accounting ~~principles~~policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. The following paragraphs describe the accounting policies that require significant judgment and estimates due to inherent uncertainty or complexity.

See Note 1, “Significant Accounting and Reporting Policies,” to the financial statements included in this Quarterly Report on Form 10-Q, which includes certain updates to our accounting policies, including our critical accounting estimates, based on our current expectations of the impact of COVID-19. Although we believe that our estimates and judgments are reasonable, they are based on information reasonably available at ~~the~~this time, and actual results may differ ~~significantly~~ from these estimates under different conditions. See also the “Application of Critical Accounting Estimates” section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Significant Accounting and Reporting Policies,” to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, filed with the SEC on February ~~14, 2019,~~18, 2020, for ~~a description of the significant accounting estimates used in the preparation of our consolidated financial statements.~~additional information.

Cautionary Notice Regarding Forward-Looking Statements

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

Factors that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could materially affect our financial results or such forward-looking statements include:

the effects of the COVID-19 pandemic;

the timing of the recovery following the COVID-19 pandemic;

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

our ability to provide competitive services and prices;

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

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

our ability to deliver services timely without interruption;

our ability to maintain our access to data sources;

government regulation and changes in the regulatory environment;

litigation or regulatory proceedings;

regulatory oversight of “critical activities”;

our ability to effectively manage our costs;

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

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

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

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

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

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, ~~2018,~~2019, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We operate internationally and are subject to various market risks, including those caused by potentially adverse movements in foreign currency exchange rates. Due to our acquisition of Callcredit during the second quarter 2018, we now have exposure to British pounds sterling in addition to other foreign currencies. We also have a significant amount of variable rate debt and funds invested in interest bearing accounts. As of June 30, 2019, our weighted-average interest rate on our variable rate deb~~t is 4.33%, compared with 4.45% at~~ ~~December 31, 2018. This decrease is primarily due to the decrease in LIBOR during the past three months.~~

There have been no other material changes from the quantitative and qualitative disclosures about market risk included in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

In the normal course of business we are exposed to market risk, primarily from changes in variable interest rates and foreign currency exchange rates, which could impact our results of operations and financial position. We manage the exposure to this market risk through our regular operating and financing activities. We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes.

Interest Rate Risk

Our Senior Secured Credit Facility consists of Senior Secured Term Loans and a $300.0 million Senior Secured Revolving Credit Facility. Interest rates on these borrowings are based, at our election, on LIBOR or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. We currently have several interest rate hedge instruments that effectively fixes our LIBOR exposure on approximately 73% of our outstanding debt. Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged. Since the onset of the COVID-19 pandemic, LIBOR has dropped significantly, and may be more volatile in the future, which could materially impact our total interest expense due to the unhedged portion of our debt. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors.

See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 8, “Debt,” for additional information about interest rates on our debt.

Foreign Currency Exchange Rate Risk

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

We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate in our consolidated balance sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our consolidated statements of income. The resulting translation adjustment is included in other comprehensive income, as a component of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expense as incurred.

Since the onset of the COVID-19 pandemic, the U.S. dollar has strengthened against many of the currencies in the countries in which we operate, which has adversely impacted our results of operations. COVID-19 may continue to create volatile exchange rates that could materially and adversely impact our consolidated financial statements in the future.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and 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 ~~this~~the evaluation ~~our Chief Executive Officer and Chief Financial Officer concluded that~~of our disclosure controls and procedures ~~were not effective~~ as of the end of the period covered by this report, ~~due to the material weakness in~~ our ~~internal control over financial reporting discussed below. Notwithstanding this material weakness, our management has~~Chief Executive Officer and Chief Financial Officer concluded that, ~~the financial statements included elsewhere in this Quarterly Report present fairly, in all material respects,~~as of such date, our ~~financial position, results of operations~~disclosure controls and ~~cash flows in conformity with generally accepted accounting principles.~~

~~As previously disclosed on Form 8-K dated on July 18, 2019, we determined that TransUnion Limited,~~procedures were effective at a Hong Kong entity in which we hold a 56.25 percent interest, has been the victim of criminal fraud. The incident involved employee impersonation and fraudulent requests targeting TransUnion Limited, which resulted in a series of fraudulently-induced unauthorized wire transfers in early July 2019 totaling $17.8 million. We determined that our internal controls did not operate effectively to prevent or timely detect unauthorized wire transfers by TransUnion Limited. Specifically, although we believe our internal controls were adequate to timely detect unauthorized wire transfers so as to prevent or detect a material misstatement of our financial statements, these controls did not operate effectively to safeguard the company’s cash assets in TransUnion Limited from unauthorized wire transfers. This material weakness in our controls resulted in the inability to prevent and timely detect this misappropriation of our cash assets in TransUnion Limited.

Immediately following this incident, we initiated a reassessment of our controls related to the wire transfer process and have begun formulating an action plan for the remediation of this matter, which will include the following control enhancements identified to date:

~~enhancing email controls;~~

~~enhancing approval requirements for wire transfers;~~

~~enhancing controls within online banking platforms;~~

~~increasing the centralization and review processes associated with cash management; and~~

~~increasing internal communication to heighten awareness and emphasize the importance of exercising professional skepticism and judgment.~~

~~We will continue to assess whether additional control enhancements are necessary and expect to complete our remediation efforts during the remainder of 2019.~~

reasonable assurance level.

Changes in Internal Controls over Financial Reporting

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

General

The following discussion describes material developments in previously disclosed material legal proceedings that occurred in the three months ended March 31, 2020. Refer to Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, for a full description of our material pending legal proceedings.

Ramirez v. Trans Union LLC

ITEM 1A. RISK FACTORS

The following discussion supplements the discussion of risk factors affecting the Company as set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, and “Cautionary Statement Regarding Forward-Looking Statements” of this Form 10-Q. The discussion of risk factors, as so supplemented, sets forth the material risk factors that 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, ~~2018,~~2019, and this Quarterly Report on Form 10-Q are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely ~~affect~~impact our business, financial condition, ~~or operating results.~~

We may be unable to adequately anticipate, prevent or mitigate damage resulting from increasingly sophisticated methods of illegal or fraudulent activities committed against us, which could harm our business, financial condition and results of operations and cash flows.

Our results of operations have been materially and adversely impacted and could ~~significantly harm our reputation.~~be materially and adversely impacted in the future by the COVID-19 global pandemic.

The ~~defensive measures~~global spread and unprecedented impact of COVID-19 has created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business, operations, and consolidated financial statements will depend on numerous evolving factors that we ~~take~~may not be able to ~~manage threats, especially cyber-related threats,~~accurately predict, including: the duration, scope, and severity of the pandemic; the impact on worldwide macroeconomic conditions, including interest rates, employment rate, consumer confidence, and foreign exchange rates in each of the markets in which we operate; governmental, business, and individuals’ actions that have been, and continue to be, taken in response to the pandemic (which could include limitations on or changes to our operations or mandates to provide services); the effect on our customers; changes in customer and consumer demand for our services; the effect on consumer confidence and spending; our ability to sell and provide our services, including the impact of travel restrictions and people working from home; the ability of our customers to pay for our services; the health of, and the effect on, our workforce; and the potential effects on our internal controls, including those over financial reporting, as a result of changes in working environments for our employees and business ~~may not adequately anticipate, prevent or mitigate harm~~partners.

The global spread of COVID-19 and measures taken by governmental authorities in response to the pandemic have already had a material adverse impact on numerous aspects of our business, including customer demand for our services and solutions, our consolidated financial statements and the trading price of our securities. In the last two weeks of March 2020, we may suffer from such threats. Criminals use evolving and increasingly sophisticated methods of perpetrating illegal and fraudulent activities. For example, we determined in July 2019 that TransUnion Limited,experienced revenue declines, a Hong-Kong entity in which the Company holds a 56.25 percent interest, was the victim of criminal fraud involving employee impersonation and fraudulent requests that successfully targeted TransUnion Limited, which resulted in a series of fraudulently-induced wire transfers totaling $17.8 million fortrend which we expect to ~~record~~continue, and potentially worsen, into the second quarter of 2020 and beyond. If the current trend continues, we also expect our consolidated financial statements to be materially and adversely impacted as a ~~one-time pre-tax charge~~result of upthe pandemic in 2020. In addition, if the pandemic continues to ~~$17.8 million~~create significant disruptions in the ~~third quarter~~credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms or at all. The impact of 2019. See Part I, Item 1, Note 16, “Subsequent Event,” for additional information about this incident. Fraudulent activities committed against us could disrupt our operations, have an adverse effect on our financial results, subject us to substantial legal proceedings and potential liability, result in a material loss of business and/or significantly harm our reputation.

~~Failure to implement and maintain effective internal control over financial reporting could result in material misstatements~~COVID-19 may also heighten other risks discussed in our Annual Report on Form 10-K, which could materially and adversely impact our business, consolidated financial statements ~~which could cause investors to lose confidence in our reported financial information~~ and ~~have a negative effect on our~~ stock price.

We have identified a material weakness in our internal control over financial reporting. See Part I, Item 1, Note 16, “Subsequent Event.” We cannot assure you that we will maintain effective internal control over financial reporting in the future. Any failure to maintain or implement new or improved controls could result in additional material weaknesses or result in the failure to detect or prevent material misstatements in our financial statements, which could cause investors to lose confidence in our reported financial information and harm our stock price.

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

(a) Recent Sales of Unregistered Securities

Not applicable.

(b) Use of Proceeds

Not applicable.

(a) Total Number of
Shares Purchased

(b) Average Price
Paid Per Share

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

(d) Approximate Dollar
Value, in millions, of Shares that
May Yet Be Purchased
Under
the Plans or Programs⁽¹⁾
April 1 to April 31 201
$ 66.84
—
$ 166.6
May 1 to May 31 2,021
64.55
—
$ 166.6
June 1 to June 30 —
—
—
$ 166.6
Total 2,222
$ 64.76
—



	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value, in millions, of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
January 1 to January 31	1,708	$	88.10	—	$	166.6
February 1 to February 29	329,144	97.76		—	$	166.6
March 1 to March 31	2,858	93.54		—	$	166.6
Total	333,710	$	97.68	—

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

ITEM 6. EXHIBITS




3.1		Second Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit 4.1 to TransUnion’s Registration Statement on Form S-8 filed June 26, 2015).

3.2		Second Amended and Restated Bylaws of TransUnion Amended as of August 7, 2019 (Incorporated by reference to Exhibit ~~4.2~~3.1 to TransUnion’s ~~Registration Statement~~Quarterly Report on Form ~~S-8~~10-Q filed ~~June 26, 2015)~~October 22, 2019).

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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document~~

101.SCH**		XBRL Taxonomy Extension Schema Document.

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

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

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

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

104		The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL (included with Exhibit 101 attachments).

** Filed or furnished herewith.

SIGNATURES

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



	TransUnion

~~July 23, 2019~~April 28, 2020	By	/s/ Todd M. Cello
		Todd M. Cello
		Executive Vice President, Chief Financial Officer

~~July 23, 2019~~April 28, 2020	By	/s/ Timothy Elberfeld
		Timothy Elberfeld
		Senior Vice President, Chief Accounting Officer
		(Principal Accounting Officer)

4743



	Page
PART I. FINANCIAL INFORMATION	3
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	3
Consolidated Balance Sheets	3
Consolidated Statements of Income	4
Consolidated Statements of Comprehensive Income (Loss)	5
Consolidated Statements of Cash Flows	6
Consolidated Statements of Stockholders’ Equity	7
Notes to Unaudited Consolidated Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2623
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4339
ITEM 4. CONTROLS AND PROCEDURES	4340
PART II. OTHER INFORMATION	4541
ITEM 1. LEGAL PROCEEDINGS	4541
ITEM 1A. RISK FACTORS	4541
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4542
ITEM 6. EXHIBITS	4642
SIGNATURES	4743



(in millions)	Fair Value
Trade accounts receivable	$	20.8
Property and equipment	3.2
Goodwill⁽¹⁾	757.1
Identifiable intangible assets	720.1
All other assets	55.0
Assets of discontinued operations⁽²⁾	57.1
Total assets acquired	1,613.3

All other liabilities	(185.5		)
Liabilities of discontinued operations⁽²⁾	(19.6		)
Net assets of the acquired company	$	1,408.2



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



(in millions)	Operating Leases			Finance Leases			Total
2019	$	10.8		$	0.3		$	11.1
2020	22.6			0.3			22.9
2021	18.8			0.1			18.9
2022	11.8			—			11.8
2023	9.7			—			9.7
Thereafter	23.5			—			23.5
Less imputed interest	(14.6		)	(0.1		)	(14.7		)
Totals	$	82.6		$	0.6		$	83.2