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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 September 30, 2024
- 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 No.)
 
555 West Adams,Chicago,Illinois60661
(Address of principal executive offices)
(Zip Code)
312-985-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTRUNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes☐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 September 30, 2024, there were 194.9 million shares of TransUnion common stock outstanding.



TRANSUNION
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
 
3
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
September 30,
2024		December 31,
2023
Assets
Current assets:
Cash and cash equivalents$643.2 $476.2 
Trade accounts receivable, net of allowance of $18.2 and $16.4
798.4 723.0 
Other current assets228.2 275.9 
Total current assets1,669.8 1,475.1 
Property, plant and equipment, net of accumulated depreciation and amortization of $858.3 and $804.4
181.5 199.3 
Goodwill5,184.5 5,176.0 
Other intangibles, net of accumulated amortization of $3,055.8 and $2,719.8
3,356.9 3,515.3 
Other assets661.1 739.4 
Total assets$11,053.8 $11,105.1 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$319.4 $251.3 
Short-term debt and current portion of long-term debt66.5 89.6 
Other current liabilities609.8 661.8 
Total current liabilities995.7 1,002.7 
Long-term debt5,134.9 5,250.8 
Deferred taxes481.8 592.9 
Other liabilities120.2 153.2 
Total liabilities6,732.6 6,999.6 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2024 and December 31, 2023, 201.4 million and 200.0 million shares issued at September 30, 2024 and December 31, 2023, respectively, and 194.9 million and 193.8 million shares outstanding as of September 30, 2024 and December 31, 2023, respectively
2.0 2.0 
Additional paid-in capital2,524.3 2,412.9 
Treasury stock at cost, 6.6 million and 6.2 million shares at September 30, 2024 and December 31, 2023, respectively
(333.0)(302.9)
Retained earnings2,312.6 2,157.1 
Accumulated other comprehensive loss(289.5)(260.9)
Total TransUnion stockholders’ equity4,216.4 4,008.2 
Noncontrolling interests104.8 97.3 
Total stockholders’ equity4,321.2 4,105.5 
Total liabilities and stockholders’ equity$11,053.8 $11,105.1 

See accompanying notes to unaudited consolidated financial statements.
4
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(in millions, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Revenue$1,085.0 $968.7 $3,147.0 $2,876.9 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)448.7 368.8 1,261.7 1,136.8 
Selling, general and administrative305.7 290.8 922.1 867.7 
Depreciation and amortization133.6 131.3 400.5 391.1 
Goodwill impairment— 414.0 — 414.0 
Restructuring40.5 — 66.8 — 
Total operating expenses928.6 1,205.0 2,651.0 2,809.6 
Operating income (loss)156.4 (236.3)495.9 67.3 
Non-operating income and (expense)
Interest expense(66.6)(72.7)(203.2)(217.2)
Interest income7.8 5.0 19.9 15.1 
Earnings from equity method investments4.7 3.7 14.0 11.7 
Other (expense) and income, net(5.4)8.7 (26.2)(16.3)
Total non-operating income and (expense)(59.6)(55.4)(195.4)(206.8)
Income (loss) from continuing operations before income taxes96.8 (291.7)300.5 (139.5)
Provision for income taxes(24.9)(22.2)(68.9)(60.1)
Income (loss) from continuing operations71.9 (313.9)231.6 (199.6)
Discontinued operations, net of tax— (0.5)— (0.7)
Net income (loss)71.9 (314.4)231.6 (200.3)
Less: net income attributable to the noncontrolling interests(3.9)(4.3)(13.4)(11.9)
Net income (loss) attributable to TransUnion$68.0 $(318.8)$218.2 $(212.2)
Basic earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion
$0.35 $(1.65)$1.12 $(1.09)
Discontinued operations, net of tax— — — — 
Net income (loss) attributable to TransUnion
$0.35 $(1.65)$1.12 $(1.10)
Diluted earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion
$0.35 $(1.65)$1.11 $(1.09)
Discontinued operations, net of tax— — — — 
Net income (loss) attributable to TransUnion$0.35 $(1.65)$1.11 $(1.10)
Weighted-average shares outstanding:
Basic194.6 193.4 194.3 193.3 
Diluted197.0 193.4 196.3 193.3 

As a result of displaying amounts in millions, and for the calculation of earnings per share, rounding differences may exist in the table above. See accompanying notes to unaudited consolidated financial statements.
5
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in millions)
 
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net income (loss)$71.9 $(314.4)$231.6 $(200.3)
Other comprehensive income (loss):
         Foreign currency translation:
               Foreign currency translation adjustment51.6 (49.0)20.1 37.0 
               Benefit (provision) for income taxes1.7 (0.6)1.7 (2.0)
         Foreign currency translation, net53.3 (49.6)21.8 35.0 
         Hedge instruments:
               Net change on interest rate swap(63.6)2.0 (68.9)(2.7)
               Benefit (provision) for income taxes15.9 (0.5)17.2 0.7 
         Hedge instruments, net(47.7)1.5 (51.7)(2.0)
         Available-for-sale securities:
              Net unrealized gain (loss)0.1 — 0.1 (0.1)
Benefit (provision) for income taxes— — — — 
         Available-for-sale securities, net0.1 — 0.1 (0.1)
Total other comprehensive income (loss), net of tax5.7 (48.2)(29.8)32.8 
Comprehensive income (loss)77.6 (362.6)201.8 (167.5)
Less: comprehensive income attributable to noncontrolling interests(3.3)(3.9)(12.2)(10.6)
Comprehensive income (loss) attributable to TransUnion$74.3 $(366.5)$189.6 $(178.1)

See accompanying notes to unaudited consolidated financial statements.

6
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net income (loss)
$231.6 $(200.3)
Less: Discontinued operations, net of tax— 0.7 
Income (loss) from continuing operations
231.6 (199.6)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization400.5 391.1 
Goodwill impairment— 414.0 
Loss on repayment of loans2.6 3.0 
Deferred taxes(94.1)(101.3)
Stock-based compensation85.6 72.9 
Loss on early termination of lease
40.5 — 
Other17.9 13.1 
Changes in assets and liabilities:
Trade accounts receivable(88.9)(104.2)
Other current and long-term assets31.4 (42.4)
Trade accounts payable44.2 16.9 
Other current and long-term liabilities(92.8)(19.7)
Cash provided by operating activities of continuing operations578.5 443.8 
Cash used in operating activities of discontinued operations— (0.2)
Cash provided by operating activities
578.5 443.6 
Cash flows from investing activities:
Capital expenditures(198.7)(213.2)
Proceeds from sale/maturities of other investments — 63.9 
Purchases of other investments— (43.7)
Investments in nonconsolidated affiliates(5.9)(36.9)
Proceeds from the sale of investments in nonconsolidated affiliates3.8 — 
Payment related to disposal of discontinued operations
— (0.5)
Other5.7 (0.1)
Cash used in investing activities(195.1)(230.5)
Cash flows from financing activities:
Proceeds from term loans
934.9 — 
Repayments of term loans
(927.9)— 
Repayments of debt(141.0)(310.9)
Debt financing fees(13.5)— 
Proceeds from issuance of common stock and exercise of stock options24.5 23.1 
Dividends to shareholders(61.7)(61.4)
Employee taxes paid on restricted stock units recorded as treasury stock(30.1)(17.6)
Distributions to noncontrolling interests(4.7)(8.5)
Cash used in financing activities(219.5)(375.3)
Effect of exchange rate changes on cash and cash equivalents3.1 (2.2)
Net change in cash and cash equivalents167.0 (164.4)
Cash and cash equivalents, beginning of period476.2 585.3 
Cash and cash equivalents, end of period$643.2 $420.9 

See accompanying notes to unaudited consolidated financial statements.
7
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in millions)
 Common StockPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
SharesAmount
Balance, December 31, 2022192.7 $2.0 $2,290.3 $(284.5)$2,446.6 $(284.5)$99.5 $4,269.4 
Net income— — — — 52.6 — 4.3 56.9 
Other comprehensive income
— — — — — 2.3 (0.6)1.7 
Stock-based compensation— — 20.7 — — — — 20.7 
Employee share purchase plan0.2 — 10.7 — — — — 10.7 
Exercise of stock options0.1 — 0.5 — — — — 0.5 
Vesting of restricted stock units and performance stock units0.3 — — — — — — — 
Treasury stock purchased(0.1)— — (7.6)— — — (7.6)
Dividends to shareholders— — — — (20.8)— — (20.8)
Balance, March 31, 2023193.2 $2.0 $2,322.3 $(292.1)$2,478.4 $(282.2)$103.2 $4,331.5 
Net income— — — — 53.9 — 3.3 57.2 
Other comprehensive income
— — — — — 79.6 (0.4)79.2 
Distributions to noncontrolling interests— — — — — — (5.9)(5.9)
Stock-based compensation— — 23.0 — — — — 23.0 
Exercise of stock options— — 0.1 — — — — 0.1 
Vesting of restricted stock units and performance stock units0.1 — — — — — — — 
Treasury stock purchased— — — (2.3)— — — (2.3)
Dividends to shareholders— — — — (20.8)— — (20.8)
Balance, June 30, 2023193.3 $2.0 $2,345.3 $(294.4)$2,511.5 $(202.6)$100.2 $4,462.0 
Net loss
— — — — (318.8)— 4.3 (314.4)
Other comprehensive loss
— — — — — (47.8)(0.4)(48.2)
Distributions to noncontrolling interests— — — — — — (2.6)(2.6)
Stock-based compensation— — 25.5 — — — — 25.5 
Employee share purchase plan0.2 — 15.8 — — — — 15.8 
Vesting of restricted stock units and performance stock units0.3 — — — — — — — 
Treasury stock purchased(0.1)— — (7.8)— — — (7.8)
Dividends to shareholders— — — — (20.5)— — (20.5)
Balance, September 30, 2023
193.7 $2.0 $2,386.6 $(302.2)$2,172.3 $(250.4)$101.6 $4,109.9 
8
 Common StockPaid-In
Capital		Treasury
Stock		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
SharesAmount
Balance, December 31, 2023193.8 $2.0 $2,412.9 $(302.9)$2,157.1 $(260.9)$97.3 $4,105.5 
Net income— — — — 65.1 — 4.9 70.0 
Other comprehensive loss
— — — — — (1.9)(0.3)(2.2)
Stock-based compensation— — 22.9 — — — — 22.9 
Employee share purchase plan0.2 — 14.7 — — — — 14.7 
Vesting of restricted stock units and performance stock units0.4 — — — — — — — 
Treasury stock purchased(0.1)— — (10.6)— — — (10.6)
Dividends to shareholders— — — — (23.1)— — (23.1)
Balance, March 31, 2024194.3 $2.0 $2,450.5 $(313.5)$2,199.1 $(262.8)$101.9 $4,177.2 
Net income— — — — 85.0 — 4.7 89.7 
Other comprehensive loss
— — — — — (33.0)(0.3)(33.3)
Distributions to noncontrolling interests— — — — — — (3.8)(3.8)
Stock-based compensation— — 26.4 — — — — 26.4 
Treasury stock purchased— — — (0.8)— — — (0.8)
Dividends to shareholders— — — — (18.1)— — (18.1)
Balance, June 30, 2024194.3 $2.0 $2,476.9 $(314.3)$2,266.0 $(295.8)$102.4 $4,237.2 
Net income
— — — — 68.0 — 3.9 71.9 
Other comprehensive income
— — — — — 6.3 (0.6)5.7 
Distributions to noncontrolling interests— — — — — .(0.9)(0.9)
Stock-based compensation— — 32.7 — — — — 32.7 
Employee share purchase plan0.2 — 14.4 — — — — 14.4 
Exercise of stock options— — 0.3 — — — — 0.3 
Vesting of restricted stock units and performance stock units0.6 — — — — — — — 
Treasury stock purchased(0.2)— — (18.7)— — — (18.7)
Dividends to shareholders— — — — (21.4)— — (21.4)
Balance, September 30, 2024
194.9 $2.0 $2,524.3 $(333.0)$2,312.6 $(289.5)$104.8 $4,321.2 
    

See accompanying notes to unaudited consolidated financial statements.
9
TRANSUNION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Tabular amounts in millions, except per share amounts)
1. Significant Accounting and Reporting Policies
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for a fair statement of the interim periods presented. All intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The interim results presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The Company’s Consolidated Balance Sheet data for the year ended December 31, 2023 was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024.
During the first quarter of 2024, we reorganized our operations to merge our Consumer Interactive operating segment with our U.S. Markets operating segment. This change aligns with our transformation plan for an integrated U.S. business with increased cross-selling activities and common enabling functions to achieve greater cost efficiencies. In addition, we changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment.
As a result, we have two operating segments, U.S. Markets and International, which are consistent with our reportable segments, and reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner in which the chief operating decision maker assesses the Company’s performance.
The reporting of certain revenue from the acquisition of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), which was previously reported within our Financial Services vertical, is now reported in Emerging Verticals in the U.S. Markets operating segment. While this change does not impact our operating segments, it does impact our disaggregated revenue disclosures.
We have recast our historical financial information presented in this Quarterly Report on Form 10-Q to reflect these changes and conform to our current operating structure.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Revision of Previously Issued Financial Statements
During 2023, the Company identified errors in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations. The errors resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts to previously issued quarterly and year-to-date financial statements in 2023, with no impact to total operating expenses, operating income or net income, and no impact on the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Stockholder’s Equity for any of those periods. The Company concluded that, while the expense classification errors were not material to any of its financial statements taken as a whole, it should revise the Consolidated Statements of Operations for the periods impacted. Accordingly, the Company has revised the previously issued Consolidated Statements of Operations for the three and nine months ended September 30, 2023 to correct for the errors as reflected in this Form 10-Q. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Operations for each affected period is presented in Note 19, “Revision of Previously Issued Financial Statements.”
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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.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes.
The following is a roll-forward of the allowance for doubtful accounts for the periods presented:
 Nine Months Ended September 30,
20242023
Beginning balance$16.4 $11.0 
Provision for losses on trade accounts receivable11.6 4.5 
Write-offs, net of recovered accounts(9.8)(0.4)
Ending balance$18.2 $15.1 
Recently Adopted Accounting Pronouncements
There are no recent accounting pronouncements that have been adopted by TransUnion in the third quarter of 2024.
Recent Accounting Pronouncements Not Yet Adopted
On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This ASU updates the requirements for segment reporting to include, among other things, disaggregating and quantifying significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit, describing the nature of amounts not separately disaggregated, allowing for additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources, and extending nearly all annual segment reporting requirements to quarterly reporting requirements. The update is effective for annual periods for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application. The Company does not expect the adoption of the new guidance to have a material impact on its consolidated financial statements other than expanded footnote disclosure.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This ASU requires income tax disclosures to include consistent categories and greater disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal, state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The update is effective for annual periods for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of adopting the updated provisions.
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2. Other Current Assets
Other current assets consisted of the following:
September 30, 2024December 31, 2023
Prepaid expenses$134.9 $145.4 
Marketable securities (Note 15)2.8 2.7 
Other (Note 17)90.6 127.8 
Total other current assets$228.2 $275.9 
The decrease in other is primarily due to cash received for indemnification and insurance receivables for certain legal matters.
3. Goodwill
Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating segment. We test goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value.
As discussed above in Note 1, “Significant Accounting and Reporting Policies,” we reorganized certain operations of our business during the first quarter of 2024, which resulted in changes to the expected cash flows for certain reporting units. As a result, we reallocated all of the goodwill from the Consumer Interactive segment to the U.S. Markets segment and also reallocated a portion of the goodwill from the U.S. Markets segment to certain reporting units in the International segment, including the United Kingdom reporting unit, using the relative fair value allocation approach as reflected in the tables below. We assessed the recoverability of the goodwill of the impacted reporting units before and after the reallocation and concluded there was no impairment to goodwill for any of the reporting units impacted by the reorganization. As of March 31, 2024, the fair value of our United Kingdom reporting unit was marginally greater than its carrying value as a result of the impairment recorded in the three months ended September 30, 2023, and the re-allocation of goodwill from the segment reorganization discussed above.
We believe the assumptions that we used in our impairment assessment for our United Kingdom reporting unit in the first quarter of 2024 are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such assumptions are inherently uncertain, and a change in assumptions could change the estimated fair value of our United Kingdom reporting unit. Therefore, future impairments of our United Kingdom reporting unit could be required, which could be material to the consolidated financial statements.
Aside from the segment reorganization in the first quarter of 2024 discussed above, there have been no triggering events during the nine months ended September 30, 2024 that have required us to re-evaluate whether any of our reporting units were impaired.
Goodwill allocated to our reportable segments and changes in the carrying amount of goodwill during the nine months ended September 30, 2024, consisted of the following:
U.S. MarketsInternational
Consumer Interactive
Total
Balance, December 31, 2023$3,602.8 $894.1 $679.1 $5,176.0 
Reallocation of goodwill from segment reorganization
655.6 23.5 (679.1)— 
Foreign exchange rate adjustment0.3 8.2 — 8.5 
Balance, September 30, 2024
$4,258.7 $925.8 $— $5,184.5 
The gross and net goodwill balances at each period were as follows:
September 30, 2024December 31, 2023
Gross Goodwill
Accumulated Impairment
Net Goodwill
Gross Goodwill
Accumulated Impairment
Net Goodwill
U.S Markets
$4,258.7 $— $4,258.7 $3,602.8 $— $3,602.8 
International
1,339.8 (414.0)925.8 1,308.1 (414.0)894.1 
Consumer Interactive
— — — 679.1 — 679.1 
Total
$5,598.5 $(414.0)$5,184.5 $5,590.0 $(414.0)$5,176.0 
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4. Intangible Assets
Intangible assets are initially recorded at their acquisition cost, at relative fair value if acquired as part of an asset acquisition, or at fair value if acquired as part of a business combination, and amortized over their estimated useful lives. Intangible assets consisted of the following:
 September 30, 2024December 31, 2023
GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Customer relationships$2,068.6 $(539.8)$1,528.8 $2,060.2 $(451.6)$1,608.6 
Internal use software2,349.0 (1,398.1)951.0 2,204.5 (1,239.7)964.8 
Database and credit files1,395.7 (907.4)488.3 1,372.2 (829.2)543.0 
Trademarks, copyrights and patents587.6 (200.0)387.7 587.7 (188.8)398.9 
Noncompete and other agreements11.7 (10.5)1.2 10.5 (10.5)— 
Total intangible assets$6,412.7 $(3,055.8)$3,356.9 $6,235.1 $(2,719.8)$3,515.3 
Changes in the carrying amount of intangible assets between periods consisted of the following: 
GrossAccumulated AmortizationNet
Balance, December 31, 2023$6,235.1 $(2,719.8)$3,515.3 
Developed internal use software151.7 — 151.7 
Acquired intangible assets5.5 — 5.5 
Amortization— (334.4)(334.4)
Disposals and retirements(13.8)13.5 (0.3)
Foreign exchange rate adjustment34.2 (15.1)19.1 
Balance, September 30, 2024
$6,412.7 $(3,055.8)$3,356.9 
All amortizable intangible assets are amortized on a straight-line basis, which approximates the pattern of benefit, over their estimated useful lives.
5. Other Assets
Other assets consisted of the following:
September 30, 2024December 31, 2023
Investments in affiliated companies (Note 6)$292.3 $291.4 
Right-of-use lease assets (Note 8)57.5 98.9 
Interest rate swaps (Notes 10 and 15)93.4 162.3 
Note receivable (Note 15)87.8 82.0 
Other130.1 104.8 
Total other assets$661.1 $739.4 
Right-of-use lease assets decreased as a result of a lease termination during the three months ended September 30, 2024, see further discussion in Note 8, “Restructuring.”
6. Investments in Affiliated Companies
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours.
For equity method investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.
For our Cost Method Investments, we adjust the carrying value for any purchases or sales of our ownership interests, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar
13
investment of the same issuer. We record any dividends received from these investments as other income in non-operating income and expense.
We have elected to account for our investment in a limited partnership using the net asset value fair value practical expedient. Gains and losses on this investment are included in other income and expense in the Consolidated Statements of Operations.
Investments in affiliated companies consisted of the following:
September 30, 2024December 31, 2023
Cost Method Investments$241.8 $233.8 
Equity method investments
46.8 53.9 
Limited partnership investment
3.7 3.7 
Total investments in affiliated companies (Note 5)
$292.3 $291.4 
These balances are included in other assets in the Consolidated Balance Sheets. The increase in Cost Method Investments includes a $6.4 million gain on a Cost Method Investment in our International segment resulting from an observable price change for a similar investment of the same issuer.
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 September 30,Nine Months Ended September 30,
2024202320242023
Earnings from equity method investments (Note 16)$4.7 $3.7 $14.0 $11.7 
Dividends received from equity method investments— — 15.6 17.2 
7. Other Current Liabilities
Other current liabilities consisted of the following:
September 30, 2024December 31, 2023
Accrued payroll and employee benefits$212.8 $216.2 
Accrued legal and regulatory matters (Note 17)110.5 147.8 
Deferred revenue (Note 12)134.3 125.1 
Accrued restructuring (Note 8)23.0 64.9
Operating lease liabilities (Note 8)23.2 26.2 
Income taxes payable19.4 10.2 
Other86.6 71.5 
Total other current liabilities$609.8 $661.8 

8. Restructuring
On November 12, 2023, our Board of Directors (“Board”) approved a transformation plan to optimize our operating model and continue to advance our technology. The transformation plan includes an operating model optimization program that will eliminate certain roles, transition certain job responsibilities to global capability centers, and reduce our facility footprint. The Company expects to record pre-tax expenses associated with the operating model optimization program of approximately $155.0 million from the fourth quarter of 2023 through the end of 2025, consisting of approximately $110.0 million of employee separation expenses and $45.0 million of facility exit expenses, with a majority of the expenses to be incurred by the end of 2024. To date, we have incurred a total of $142.1 million, including $66.8 million recorded in the first nine months of 2024.
In July 2024, as part of the transformation plan, the Company entered into an agreement to terminate a facility lease with an effective date of July 31, 2024. The Company accounted for the agreement as a modification to the existing lease. The termination of the lease resulted in the payment of a $30.0 million early termination penalty during the three months ended September 30, 2024. The Company recognized a loss on early termination of the lease of $40.5 million, which includes expense of $12.4 million principally associated with leasehold improvements in connection with terminating the lease.

14

The following table summarizes the expenses recorded in the three and nine months ended September 30, 2024.
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Employee separation
$— $24.7 
Facility exit
40.5 42.1 
Total restructuring expenses
$40.5 $66.8 

The following table summarizes the changes in accrued restructuring during the nine months ended September 30, 2024, which are included in other current liabilities on the Consolidated Balance Sheets.
Employee Separation Costs
Balance, December 31, 2023$64.9 
   Restructuring expense
24.7 
   Cash payments
(66.5)
   Foreign exchange rate adjustment
(0.1)
Balance, September 30, 2024 (Note 7)
$23.0 

All restructuring expenses have been recorded in the Corporate unit, as these initiatives are predominantly centrally directed and controlled and are not included in internal measures of segment operating performance.
9. Other Liabilities
Other liabilities consisted of the following:
September 30, 2024December 31, 2023
Operating lease liabilities (Note 8)$43.0 $81.8 
Unrecognized tax benefits, net of indirect tax effects (Note 14)43.2 40.2 
Deferred revenue (Note 12)16.2 15.1 
Other17.8 16.1 
Total other liabilities$120.2 $153.2 
Operating lease liabilities decreased as a result of a lease termination during the nine months ended September 30, 2024, see further discussion in Note 8, “Restructuring.”
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10. Debt
Debt outstanding consisted of the following:
September 30, 2024December 31, 2023
Senior Secured Term Loan B-5, due in full at maturity (November 15, 2026), with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.70% at September 30, 2024 and 7.21% at December 31, 2023), net of original issue discount and deferred financing fees of $0.3 million and $1.0 million, respectively, at September 30, 2024, and of $1.9 million and $4.6 million, respectively, at December 31, 2023
$573.2 $2,179.4 
Senior Secured Term Loan A-4, payable in quarterly installments through June 24, 2029, with periodic variable interest at Term SOFR plus a credit spread adjustment (until the refinancing on June 24, 2024), or alternate base rate, plus applicable margin (6.35% at September 30, 2024 and 6.96% at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.5 million, respectively, at September 30, 2024, and of $0.4 million and $3.4 million, respectively, at December 31, 2023
1,279.9 1,296.1 
Senior Secured Term Loan B-8, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.60% at September 30, 2024), net of original issue discount and deferred financing fees of $4.2 million and $5.4 million, respectively, at September 30, 2024
1,486.6 — 
Senior Secured Term Loan B-7, payable in quarterly installments through December 1, 2028, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.85% at September 30, 2024), net of original issue discount and deferred financing fees of $7.1 million and $16.7 million, respectively, at September 30, 2024
1,861.7 — 
Senior Secured Term Loan B-6, refinanced with B-7 loans, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.72% at December 31, 2023) and original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023
— 1,864.8 
Finance leases— 0.1 
Senior Secured Revolving Credit Facility— — 
Total debt5,201.4 5,340.4 
Less short-term debt and current portion of long-term debt(66.5)(89.6)
Total long-term debt$5,134.9 $5,250.8 
Senior Secured Credit Facility
On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-8, Senior Secured Term Loan B-7, Senior Secured Term Loan B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility.
On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity date from December 10, 2024 to October 27, 2028.
On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses. In connection with the refinancing, we incurred incremental deferred financing fees of $4.7 million that will be amortized over the new loan term. Senior Secured Term Loan B-7 is a syndicated debt instrument. As a result of the refinancing, we repaid $257.1 million of principal to exiting lenders and to lenders where the refinancing resulted in a reduction in principal and received $264.1 million of proceeds from new lenders and additional principal from existing lenders.
On June 24, 2024, we executed Amendment No. 23 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-8 with an aggregate principal amount of $1.5 billion, the proceeds of which were used to repay a portion of Senior Secured Term Loan B-5. The maturity date of the Senior Secured Credit Facility and Senior Secured Term Loan A-4 were also extended from October 27, 2028 to June 24, 2029, subject to a springing maturity of 91 days prior to the
16
maturity date of certain long-term indebtedness, if, on such date, the principal amount of such indebtedness exceeds $250 million, and the credit spread adjustment was removed from the periodic interest rate for both instruments. In connection with the refinancing, we incurred incremental deferred financing fees of $8.7 million that will be amortized over the new loan terms. Senior Secured Term Loan B-8 is a syndicated debt instrument. As a result of the refinancing, we repaid $670.8 million of principal to exiting lenders and to lenders where the refinancing resulted in a reduction in principal and received $670.8 million of proceeds from new lenders and additional principal from existing lenders.
In connection with these refinancings, during the nine months ended September 30, 2024, we expensed $8.9 million of the unamortized original issue discount, deferred financing fees, and other related fees to other income and expense in the Consolidated Statements of Operations.
During the three and nine months ended September 30, 2024, we prepaid $25.0 million and $105.0 million, respectively, of our Senior Secured Term Loan B-5, funded from cash-on-hand, and expensed $0.1 million and $0.3 million, respectively, of the unamortized original issue discount and deferred financing fees, to other income and expense in the Consolidated Statements of Operations.
During the three and nine months ended September 30, 2023, we prepaid $75.0 million and $225.0 million, respectively, of our Senior Secured Term Loan B-6, funded from cash-on-hand. As a result, we expensed $1.0 million and $3.1 million, respectively, of the unamortized original issue discount and deferred financing fees to other income and expense in our Consolidated Statements of Operations.
As of September 30, 2024, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit, and could have borrowed up to the remaining $598.8 million available.
TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, 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. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2024, we were in compliance with all debt covenants.
Interest Rate Hedging
In September 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commence on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $400.0 million that amortizes each quarter beginning in the first quarter 2025. The swaps require us to pay fixed rates varying between 3.0650% and 3.1495% 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 November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,285.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,556.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
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On March 10, 2020, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on June 30, 2022, and expire on June 30, 2025, with a current aggregate notional amount of $1,065.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
The net change in the fair value of our hedging instruments included in our assessment of hedge effectiveness is recorded in other comprehensive income, and is reclassified to interest expense when the corresponding hedged interest affects earnings. The table below summarizes the changes in our hedging instruments and the impact on other comprehensive income.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net gain / (loss) on fair value of swaps recorded to other comprehensive income, gross$(63.6)$2.0 $(68.9)$(2.7)
Net gain / (loss) on fair value of swaps recorded to other comprehensive income, net of tax(47.7)1.5 (51.7)(2.0)
Gain on swaps reclassified to interest expense, gross30.9 30.8 92.8 81.1 
Gain on swaps reclassified to interest expense, net of tax recorded to income tax expense23.2 23.1 69.6 60.9 
We expect to recognize a gain of approximately $77.2 million as a reduction to interest expense due to our expectation that the variable rate that we receive will exceed the fixed rates of interest over the next twelve months.
Fair Value of Debt
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. All fair value amounts in the table below, as of the indicated dates, exclude original issue discounts and deferred fees.
September 30, 2024December 31, 2023
Fair value of Senior Secured Term Loan B-5$568.0 $2,191.5 
Fair value of Senior Secured Term Loan A-41,262.9 1,291.9 
Fair value of Senior Secured Term Loan B-81,495.3 — 
Fair value of Senior Secured Term Loan B-71,886.7 — 
Fair value of Senior Secured Term Loan B-6— 1,895.1 
Fair value of Senior Secured Term Loans$5,212.9 $5,378.5 
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11. Stockholders’ Equity
Common Stock Dividends
In the first, second and third quarter of 2024, we paid dividends of $0.105 per share totaling $20.8 million, $20.4 million and $20.9 million, respectively. In the first, second and third quarters of 2023, we paid dividends of $0.105 per share totaling $20.8 million, $20.8 million, and $20.5 million, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest.
Any determination to pay dividends in the future will be at the discretion of our Board and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board.
Treasury Stock
On February 13, 2017, our Board authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our Board removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.
We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
For the three months ended September 30, 2024 and 2023, 0.6 million and 0.3 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. For the nine months ended September 30, 2024 and 2023, 1.0 million and 0.7 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement with the Company that is recorded as treasury stock.
Preferred Stock
As of September 30, 2024 and December 31, 2023, we had 100.0 million shares of preferred stock authorized, and no preferred stock issued or outstanding.
12. Revenue
We have contracts with two general groups of performance obligations: Stand Ready Performance Obligations and Other Performance Obligations. Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.
Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to and adjust any estimates as facts and circumstances evolve.
For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less.
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Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time, based on an estimate of progress towards completion of that obligation. These contracts are not material.
In certain circumstances we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.
Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.
Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of September 30, 2024 and December 31, 2023.
As most of our contracts with customers have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31, 2023 current deferred revenue balance as revenue during 2024. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years.
We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. As of September 30, 2024, the aggregate amount of transaction price attributable to future performance obligations for long-term, non-cancelable contracts, excluding variable components, totals approximately $670 million. We expect to recognize approximately 55% of this amount in the twelve months ending September 30, 2025, 30% in the twelve months ending September 30, 2026 and 15% thereafter.
For additional disclosures about the disaggregation of our revenue see Note 16, “Reportable Segments.”
13. 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 September 30, 2024 and 2023, there were less than 0.1 million and 1.3 million anti-dilutive weighted stock-based awards outstanding, respectively. As of September 30, 2024 and 2023, there were approximately 0.2 million and 0.5 million, respectively, contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, because the contingencies had not been met.
Income from continuing operations attributable to TransUnion and basic and diluted weighted average shares outstanding were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Income (loss) from continuing operations$71.9 $(313.9)$231.6 $(199.6)
Less: income from continuing operations attributable to noncontrolling interests(3.9)(4.3)(13.4)(11.9)
Income (loss) from continuing operations attributable to TransUnion$68.0 $(318.3)$218.2 $(211.5)
Weighted-average shares outstanding:
Basic194.6 193.4 194.3 193.3 
Dilutive impact of stock based awards2.4 — 2.0 — 
Diluted197.0 193.4 196.3 193.3 
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14. Income Taxes
For the three months ended September 30, 2024, we reported an effective tax rate of 25.7%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, jurisdictional mix of income, and uncertain tax positions, partially offset by benefits from the research and development credit.
For the nine months ended September 30, 2024, we reported an effective tax rate of 22.9%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions, partially offset by benefits from the research and development credit and the remeasurement of deferred taxes due to changes in state apportionment rates.
For the three and nine months ended September 30, 2023, we reported an effective tax rate of (7.6)% and (43.1)%, respectively, which was lower than the 21.0% U.S. federal corporate statutory rate primarily due to the impact of non-deductible goodwill impairment.
The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $48.5 million as of September 30, 2024, and $45.0 million as of December 31, 2023. The amounts that would affect the effective tax rate if recognized were $37.5 million as of September 30, 2024 and $34.5 million as of December 31, 2023. We classify interest and penalties as income tax expense in the Consolidated Statements of Operations and their associated liabilities as other liabilities in the Consolidated Balance Sheets. Interest and penalties on unrecognized tax benefits were $17.9 million as of September 30, 2024 and $14.0 million as of December 31, 2023. 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. Tax years 2009 and forward remain open for examination in some foreign jurisdictions, 2012 and forward for U.S. federal income tax purposes and 2015 and forward in some state jurisdictions.
15. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2024:
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 5 and 10)$93.4 $— $93.4 $— 
Note receivable (Note 5)87.8 — 87.8 — 
Available-for-sale marketable securities (Note 2)
2.8 — 2.8 — 
Total$184.0 $— $184.0 $— 
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2023:
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 5 and 10)$162.3 $— $162.3 $— 
Note receivable (Note 5)82.0 — 82.0 — 
Available-for-sale marketable securities (Note 2)
2.7 — 2.7 — 
Total$247.0 $— $247.0 $— 
Level 2 instruments consist of foreign exchange-traded corporate bonds, interest rate swaps and notes receivable. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair values are determined using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the swaps. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As discussed in Note 10, “Debt,” there are three tranches of interest rate swaps. In December 2022, we sold the non-core businesses acquired in our acquisition of Verisk Financial Services (“VF”). A portion of the consideration was in the form of a $72.0 million note receivable. The note receivable accrues interest semiannually at a per annum rate of 10.6%; both the principal and accrued interest are payable at maturity. The note matures on June 30, 2025, subject to an option of the note issuer
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to extend the maturity date for two successive terms of three months each, at an increased rate of interest at each extension, and is classified as long-term until there is certainty regarding the timing of repayment. The note was initially recorded at fair value of $70.3 million using an income approach for fixed income securities, where contractual cash flows were discounted to present value at a risk-adjusted rate of return in a lattice model framework. The fair value of the note is determined each period by applying the same approach, considering changes to the risk-adjusted rate of return given observed changes to the interest rate environment, market pricing of credit risk, and issuer-specific credit risk.
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16. Reportable Segments
As discussed in Note 1, “Significant Accounting and Reporting Policies,” during the first quarter of 2024, we reorganized our operations into two operating segments, U.S. Markets and International, and the Corporate unit, which provides support services to each of the segments. The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the CODM assesses the Company’s performance. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our segments. 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 and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
The segment financial information below has been recast to conform to our current operating structure as discussed in Note 1, “Significant Accounting and Reporting Policies” and Note 3, “Goodwill.” The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note 12, “Revenue.”
The following is a more detailed description of our reportable segments and the Corporate unit:
U.S. Markets
The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft. We report disaggregated revenue of our U.S. Markets segment for Financial Services, Emerging Verticals and Consumer Interactive.
•Financial Services: The Financial Services vertical consists of our Consumer Lending, Mortgage, Auto and Card and Banking lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.
•Emerging Verticals: Emerging Verticals include Insurance, Tech, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, and Public Sector. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions.
•Consumer Interactive: Consumer Interactive provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services include paid and free credit reports, scores and freezes, credit monitoring, identity protection and resolution, and financial management for consumers. This vertical 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 vertical serves consumers through both direct and indirect channels.
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 and solutions 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 vertical in our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.
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Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Selected segment financial information and disaggregated revenue consisted of the following:
 Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gross Revenue:
U.S. Markets:
Financial Services$367.2 $313.7 $1,077.6 $949.6 
Emerging Verticals307.2 297.3 913.1 877.9 
Consumer Interactive173.7 143.1 455.1 429.4 
Total U.S. Markets$848.1 $754.0 $2,445.9 $2,256.9 
International:
Canada$39.4 $36.9 $115.9 $103.9 
Latin America33.5 31.2 100.9 90.2 
United Kingdom57.8 54.5 168.6 160.7 
Africa17.1 15.2 48.0 44.3 
India68.2 56.1 202.8 161.8 
Asia Pacific25.6 23.1 77.1 67.9 
Total International$241.6 $217.1 $713.3 $628.9 
Total revenue, gross$1,089.6 $971.2 $3,159.2 $2,885.8 
Intersegment revenue eliminations:
U.S. Markets$(2.8)$(1.0)$(7.4)$(4.6)
International(1.9)(1.5)(4.8)(4.3)
Total intersegment eliminations$(4.7)$(2.5)$(12.3)$(8.9)
Total revenue as reported$1,085.0 $968.7 $3,147.0 $2,876.9 
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A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
U.S. Markets Adjusted EBITDA$319.9 $293.7 $920.9 $850.9 
International Adjusted EBITDA110.5 97.0 318.1 271.0 
Total$430.4 $390.6 $1,239.0 $1,121.9 
Adjustments to reconcile to income (loss) from continuing operations before income taxes:
Corporate expenses1
$(36.7)$(34.5)$(110.6)$(104.3)
Net interest expense(58.9)(67.8)(183.3)(202.1)
Depreciation and amortization(133.6)(131.3)(400.5)(391.1)
Stock-based compensation
(33.8)(27.0)(85.7)(73.3)
Goodwill impairment2
— (414.0)— (414.0)
Mergers and acquisitions, divestitures and business optimization3
(7.3)6.0 (17.1)(24.5)
Accelerated technology investment4
(21.8)(16.3)(58.6)(53.5)
Operating model optimization program5
(47.3)— (86.4)— 
Net other6
2.0 (1.8)(9.7)(10.6)
Net income attributable to non-controlling interests3.9 4.3 13.4 11.9 
Total adjustments$(333.6)$(682.3)$(938.4)$(1,261.4)
Income (loss) from continuing operations before income taxes
$96.8 $(291.7)$300.5 $(139.5)
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.For the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
3.Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with exploratory or executed strategic transactions.
4.Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure.
5.Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses.
6.Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses.

Earnings (loss) from equity method investments included in non-operating income and expense was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
U.S. Markets$— $(0.3)$0.1 $0.7 
International4.7 4.0 13.9 10.9 
Total (Note 6)
$4.7 $3.7 $14.0 $11.7 
17. Contingencies
Legal and Regulatory Matters
We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection
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or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance.
In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal investigations and inquiries by regulators, we sometimes receive civil investigative demands, requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because damages or penalties have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims, threatened or pending, against us in legal and regulatory matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that has been asserted against us, other than the matters with the Consumer Financial Protection Bureau (the “CFPB”) referenced below, that would not have some level of coverage by insurance after the relevant deductible, if any, is met.
As of September 30, 2024 and December 31, 2023, we have accrued $110.5 million and $147.8 million, respectively, for legal and regulatory matters. These amounts were recorded in other accrued liabilities in the Consolidated Balance Sheets and the associated expenses were recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
CFPB Matters
In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleged that we failed to comply with and timely implement a consent order issued by the CFPB in January 2017 (the “2017 Consent Order”), and further alleged additional violations related to Consumer Interactive’s marketing practices. On September 27, 2021, the Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order, engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the TransUnion Credit Monitoring product and diverted consumers from their free annual file disclosure into paid subscription products. The CFPB further alleges that Mr. Danaher violated the 2017 Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the 2017 Consent Order and the law. We continue to believe that our marketing practices are lawful and appropriate and that we have been, and remain, in compliance with the 2017 Consent Order, and we will vigorously defend against allegations to the contrary in such proceedings. We continue to be in active litigation on this matter.
As of September 30, 2024 and December 31, 2023, we have accrued $56.0 million in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material
26
adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we have and will continue to incur increased costs litigating this matter.
In March 2024, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our dispute handling practices and procedures. The NORA letter alleges that Trans Union LLC violated the Fair Credit Reporting Act’s requirements to conduct a reasonable reinvestigation of disputed information and follow reasonable procedures to assure maximum possible accuracy of the information in consumer reports, and the Consumer Financial Protection Act’s prohibition of unfair, deceptive, and abusive acts or practices. On July 12, 2024, the CFPB Enforcement Division advised us that it had obtained authority to pursue an enforcement action against us seeking specific injunctive relief provisions and civil money penalties. We are currently in discussions with the CFPB regarding this matter, including that our ability to make proposed changes to certain dispute handling processes is dependent on the participation of other consumer reporting agencies, data furnishers and industry participants. We cannot provide assurance that the CFPB will not ultimately commence a lawsuit against us in this matter, nor are we able to predict the likely outcome of this matter, which could have a material adverse effect on our results of operations and financial condition. We are not able to reasonably estimate our potential loss or range of loss related to this matter.
Argus Department of Justice Matter
We settled a matter with the civil division of the United States Attorney’s Office for the Eastern District of Virginia. This matter pertained to alleged conduct, related to Argus’s use of certain data it collected under certain government contracts, that commenced before our acquisition of VF, including Argus, in April 2022. Together with Verisk Analytics, Inc. (the “Seller”), we finalized a $37.0 million settlement (the “Settlement”) with the Department of Justice (“DOJ”). Under the stock purchase agreement Trans Union LLC entered into with the Seller pursuant to which we acquired VF, including Argus, the Seller agreed to indemnify us for certain losses with respect to this matter, including all losses directly resulting from any settlement agreement with the DOJ in connection with this matter, including civil money penalties, remediation costs and fees and expenses. During the three months ended March 31, 2024, the Settlement was paid in full to the DOJ and the indemnification receivable was collected.

18. Accumulated Other Comprehensive Loss
The following tables set forth the changes in each component of accumulated other comprehensive loss, net of tax, as of September 30, 2024 and 2023:
Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2023$(383.4)$122.0 $0.2 $(260.9)
Change(10.2)8.3 — (1.9)
Balance, March 31, 2024$(393.6)$130.3 $0.2 $(262.8)
Change(20.7)(12.3)— (33.0)
Balance, June 30, 2024$(414.2)$118.0 $0.2 $(295.8)
Change53.9 (47.7)0.1 6.3 
Balance, September 30, 2024$(360.3)$70.3 $0.3 $(289.5)


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Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2022
$(463.5)$178.6 $0.2 $(284.5)
Change37.9 (35.6)— 2.3 
Balance, March 31, 2023
$(425.6)$143.0 $0.2 $(282.2)
Change47.6 32.1 (0.1)79.6 
Balance, June 30, 2023
$(378.0)$175.1 $0.1 $(202.6)
Change(49.2)1.5 — (47.8)
Balance, September 30, 2023
$(427.2)$176.6 $0.1 $(250.4)


19. Revision of Previously Issued Financial Statements
As discussed in Note 1, “Significant Accounting and Reporting Policies,” the Company identified errors in the classification of certain expenses between cost of services and selling, general and administrative in the Consolidated Statements of Operations. A summary of the corrections to the impacted financial statement line items of the Company’s previously issued Consolidated Statement of Operations filed in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended September 30, 2023, are as follows:
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
As Reported
AdjustmentAs Revised
As Reported
AdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$344.8 $24.0 $368.8 $1,073.2 $63.6 $1,136.8 
Selling, general and administrative314.8 (24.0)290.8 931.3 (63.6)867.7 
Total operating expenses1,205.0 — 1,205.0 2,809.6 — 2,809.6 


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of TransUnion’s financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, TransUnion’s audited consolidated financial statements, the accompanying notes, “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023, 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 in “Cautionary Notice Regarding Forward-Looking Statements,” and Part II, Item 1A, “Risk Factors.”
References in this discussion and analysis to the “Company,” “we,” “us,” and “our” refer to TransUnion and its direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc., collectively.
Overview
TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to link and match our expanding high-quality datasets. We use this enriched data and analytics, combined with our expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through great, personalized experiences, and the proactive extension of the right opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions. Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information and take precautions against identity theft. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including Financial Services, Emerging Verticals and Consumer Interactive. Emerging Verticals consists of Insurance, Tech, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, and Public Sector. We have a global presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India and Asia Pacific.
Our addressable market includes the global data and analytics market, which continues to grow as companies around the world increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services. There are several underlying trends supporting this market growth, including the proliferation of data, advances in technology and analytics that enable data to be processed more quickly and efficiently to provide business insights, and growing demand for these business insights across industries and geographies. Leveraging our established position as a leading provider of information and insights, we have grown our business by expanding the breadth and depth of our data, strengthening our analytics capabilities, expanding into complementary adjacent and vertical markets, deepening our solution suite in fraud mitigation and marketing, building out our geographic portfolio, investing in technology infrastructure, and enhancing our global operating model. As a result, we believe we are well positioned to expand our share within the markets we currently serve and capitalize on the larger data and analytics opportunity.
Segments
As discussed in Part 1, Item 1, “Unaudited Consolidated Financial Statements - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” during the first quarter of 2024, we reorganized our operations to merge our Consumer Interactive operating segment with our U.S. Markets operating segment in the first quarter of 2024. In addition, we changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment. We now report two operating segments, U.S. Markets and International, which are consistent with our reportable segments, and reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker (“CODM”) assesses the Company’s performance. The reporting of certain revenue from the acquisition of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), which was previously reported
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within our Financial Services vertical, is now reported in Emerging Verticals in the U.S. Markets operating segment. While this change does not impact our operating segments, it does impact our disaggregated revenue disclosures. See Part I, Item 1 “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 16, “Reportable Segments” for additional information about our operating segments.
U.S. Markets
The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft.
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 and technology solutions services and other value-added risk management services. We also have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, retail credit, insurance, automotive, collections, public sector and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive vertical within our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.
Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Factors Affecting Our Results of Operations
The following are certain key factors that affect, or have recently affected, our results of operations:
Macroeconomic and Industry Trends
Our revenues and results of operations have been and can be significantly influenced by general macroeconomic conditions, including but not limited to, interest rates, inflation, housing demand, the availability of credit and capital, employment levels, and consumer confidence.
During the first nine months of 2024, the U.S. economy and labor market remained resilient, with solid GDP growth, rising but still low unemployment, rising wages and subsiding inflation. The U.S. Federal Reserve maintained higher interest rates into September, which had the effect of slowing aggregate demand, resulting in slower jobs growth and a mild increase in unemployment levels. Higher interest rates have also slowed demand for consumer loans and auto loans, and have been more pronounced in the housing sector, where higher borrowing rates impact both home affordability, driving down purchase activity, and demand for mortgage loan refinancing. The slowdown in economic activity and job growth along with lower inflation prompted the U.S. Federal Reserve to begin lowering interest rates at the end of the third quarter of 2024, which could spur increased demand for rate-sensitive lending products, in particular mortgage loans, as well as renewed consumer confidence. The U.K. is beginning to show improvement driven by falling inflation and a resurgence in other economic indicators. Foreign central banks, including in Canada and Europe, have also begun to lower rates which we expect will increase demand for these rate-sensitive lending products. These dynamics impact the comparability of our results of operations, including our revenue and expense, between the periods presented below.
The ongoing uncertainty and the unpredictable nature of the macroeconomic environment could have a material adverse impact on various aspects of our business in the future, including our stock price, results of operations and financial condition, including the carrying value of our long-lived assets such as goodwill and intangible assets.
Effects of Inflation
We believe that inflation has had a negative impact on our business and results of operations, including decreased demand for our services resulting from the U.S. Federal Reserve and other central banks previously raising rates. The U.S. Federal Reserve and several international central banks have begun lowering interest rates in response to significant reductions in inflation levels, and have indicated that further interest rate reductions in the future are likely. However, rates that remain elevated relative to historic levels may result in depressed consumer spending on non-essential goods and services, and consequently lower demand for credit, which could have a material adverse impact on various aspects of our business in the future.
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Developments that Impact Comparability Between Periods
The following developments impact the comparability of our balance sheets, results of operations and cash flows between periods:
On November 12, 2023, our Board of Directors (“Board”) approved a transformation plan to optimize our operating model and continue to advance our technology. We expect to recognize one-time pre-tax expenses associated with this transformation plan of $355.0 to $375.0 million from the fourth quarter of 2023 through the completion of the transformation plan at the end of 2025, with the majority of costs to be incurred by the end of 2024. All pre-tax expenses will be cash expenditures, other than approximately $15.0 million of non-cash, facility exit costs. In addition, we now expect capital expenditures to be 8% of revenues in 2024, below our prior expectation of 9%, driven by more efficient spend throughout the year in addition to higher revenues, and remain at 8% in 2025 due to investment in our technology infrastructure in connection with this transformation plan. Upon completion of this plan, we expect to generate annual savings of $120.0 to $140.0 million and reduce our capital expenditures from 8% of revenue to 6%, based on 2023 revenue. The following summarizes initiatives under the transformation plan.
•The operating model optimization program will eliminate certain roles, transition certain job responsibilities to our Global Capability Centers, which we expect will improve productivity, reduce costs, fund growth, optimize business processes and reduce our facility footprint. We expect to incur total one-time, pre-tax expenses of $205.0 to $215.0 million, including employee separation expenses of approximately $110.0 million, facility exit expenses of approximately $45.0 million, and business optimization expenses of approximately $55.0 million.
•The incremental investment to advance our technology is the final phase of our accelerated technology investment. We expect to incur one-time, pre-tax expenses of $150.0 to $160.0 million, including approximately $65.0 million in 2024 related to the final year of Project Rise, and approximately $90.0 million of incremental expenses during 2024 and 2025 to streamline our product delivery platforms and leverage the cloud-based infrastructure being established with Project Rise. The accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global, cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance, enable a continuous improvement approach, and provide a single global platform for fulfillment of our product lines. Project Rise was announced in February 2020 and expanded in February 2022, and is expected to be completed in 2024 with a total estimated expense of approximately $240.0 million, including approximately $65.0 million to be incurred in 2024, as discussed above.
For the three months ended September 30, 2024, we incurred total expenses associated with the transformation plan of $47.3 million, comprised of $40.5 million for a loss on an early termination of a leased facility, as well as $6.8 million of other business optimization expenses. For the nine months ended September 30, 2024, we incurred total expenses associated with the transformation plan of $86.4 million, comprised of restructuring expenses of $24.7 million for employee separation, and $42.1 million of facility exit charges, including a loss on an early termination of a leased facility, as well as $19.6 million of other business optimization expenses. Employee separation costs and facility exit charges are included in restructuring expenses in our Consolidated Statements of Operations. Since the inception of the operating model optimization program, we have incurred cumulative expenses of $164.0 million, of which $77.6 million was incurred in the three months ended December 31, 2023.
We have accrued liabilities for payment of employee separation costs of $23.0 million and $64.9 million as of September 30, 2024 and December 31, 2023, respectively. During the nine months ended September 30, 2024, we made cumulative payments of $66.5 million for employee separation costs and $30.0 million for an early termination penalty for a leased facility. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 8, “Restructuring.”
During the three and nine months ended September 30, 2024, we prepaid $25.0 million and $105.0 million, respectively, of our Senior Secured Term Loan B-5, funded from cash-on-hand. During the three and nine months ended September 30, 2023, we prepaid $75.0 million and $225.0 million, respectively, of our Senior Secured Term Loan B-6, funded from cash-on-hand. These transactions affect the comparability of interest expense between 2024 and 2023, as further discussed in “Results of Operations – Non-Operating Income and (Expense) – Interest Expense” below.
On June 24, 2024, we executed Amendment No. 23 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-8 with an aggregate principal amount of $1.5 billion, the proceeds of which were used to repay a portion of Senior Secured Term Loan B-5. In connection with this refinancing, we incurred related financing fees and expenses.
On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses.
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On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity date from December 10, 2024 to October 27, 2028.
Key Components of Our Results of Operations
Revenue
We report revenue for our two reportable segments, U.S. Markets and International. Within the U.S. Markets segment, we report and disaggregate revenue by vertical, which consists of our Financial Services, Emerging and Consumer Interactive verticals. Within the International segment, we disaggregate revenue by regions, which consists of Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.
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, telecommunications expenses and occupancy costs associated with 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, fair-value adjustments 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.
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Results of Operations —Three and Nine Months Ended September 30, 2024 and 2023
(Tabular amounts in millions, except per share amounts)
For the three and nine months ended September 30, 2024 and 2023, our results of operations were as follows:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
2024 vs. 20232024 vs. 2023
 20242023
$
%
20242023$%
Revenue$1,085.0 $968.7 $116.3 12.0 %$3,147.0 $2,876.9 $270.1 9.4 %
Operating expenses
Cost of services (exclusive of depreciation and amortization below)1
448.7 368.8 79.9 21.7 %1,261.7 1,136.8 124.9 11.0 %
Selling, general and administrative1
305.7 290.8 14.9 5.1 %922.1 867.7 54.4 6.3 %
Depreciation and amortization133.6 131.3 2.3 1.8 %400.5 391.1 9.4 2.4 %
Goodwill impairment
— 414.0 (414.0)nm— 414.0 (414.0)nm
Restructuring
40.5 — 40.5 nm66.8 — 66.8 nm
Total operating expenses928.6 1,205.0 (276.4)(22.9)%2,651.0 2,809.6 (158.6)(5.6)%
Operating income (loss)
156.4 (236.3)392.7 nm495.9 67.3 428.7 nm
Non-operating income and (expense)
Interest expense(66.6)(72.7)6.1 (8.4)%(203.2)(217.2)14.0 (6.4)%
Interest income7.8 5.0 2.8 56.5 %19.9 15.1 4.8 32.1 %
Earnings from equity method investments4.7 3.7 1.0 28.7 %14.0 11.7 2.4 20.2 %
Other income and (expense), net(5.4)8.7 (14.1)nm(26.2)(16.3)(9.8)60.3 %
Total non-operating income and (expense)(59.6)(55.4)(4.2)7.5 %(195.4)(206.8)11.4 (5.5)%
Income (loss) from continuing operations before income taxes
96.8 (291.7)388.5 nm300.5 (139.5)440.0 nm
Provision for income taxes
(24.9)(22.2)(2.6)11.9 %(68.9)(60.1)(8.8)14.7 %
Income (loss) from continuing operations
71.9 (313.9)385.9 nm231.6 (199.6)431.2 nm
Discontinued operations, net of tax— (0.5)0.5 nm— (0.7)0.7 nm
Net income (loss)
71.9 (314.4)386.4 nm231.6 (200.3)431.9 nm
Less: net income attributable to noncontrolling interests(3.9)(4.3)0.4 (10.2)%(13.4)(11.9)(1.5)12.7 %
Net income (loss) attributable to TransUnion
$68.0 $(318.8)$386.8 nm$218.2 $(212.2)$430.4 nm
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.We revised the Consolidated Statements of Operations for the three and nine months ended September 30, 2023, to correct the classification of certain expenses between cost of services and selling, general and administrative. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies” and Note 19, “Revision of Previously Issued Financial Statements.”
Revenue
For the three months ended September 30, 2024, revenue increased $116.3 million, or 12.0%, compared with the same period in 2023, due to growth in both segments, partially offset by a decrease of 0.2% from the impact of foreign currencies, as further discussed in the Segment Results of Operations section below.
For the nine months ended September 30, 2024, revenue increased $270.1 million, or 9.4%, compared with the same period in 2023, due to growth in both segments, with no impact due to foreign currencies, as further discussed in the Segment Results of Operations section below.
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Operating Expenses
Cost of Services
For the three months ended September 30, 2024, cost of services increased $79.9 million compared with the same period in 2023. The increase was due primarily to:
•an increase of approximately $62.0 million in product costs resulting from an increase in variable postage related to a breach job in our U.S. Markets segment, an increase in certain product cost pricing primarily in our U.S. Markets segment and an increase in volumes in both segments; and
•a net increase of approximately $18.0 million in labor costs, primarily due to an increase in annual incentive and stock-based compensation, partially offset by a decrease in headcount as we realize benefits from our operating model transformation plan.
For the nine months ended September 30, 2024, cost of services increased $124.9 million compared with the same period in 2023. The increase was due primarily to:
•an increase of approximately $118.0 million in product costs resulting from an increase in variable postage related to a breach job in our U.S. Markets segment, an increase in certain product cost pricing primarily in our U.S. Markets segment and an increase in volume in both segments; and
•an increase of approximately $8.0 million from our operating model optimization program,
partially offset by:
•a decrease of approximately $9.0 million in integration costs of our business acquisitions, an initiative that was completed last year.
Selling, General and Administrative
For the three months ended September 30, 2024, selling, general and administrative expenses increased $14.9 million compared with the same period in 2023. The increase was primarily due to:
•an increase of approximately $9.0 million in technology costs, including our accelerated technology investment; and
•an increase of approximately $5.0 million from our operating model optimization program.
For the nine months ended September 30, 2024, selling, general and administrative expenses increased $54.4 million compared with the same period in 2023. The increase was primarily due to:
•a net increase of approximately $25.0 million in labor costs, including annual incentive compensation, stock-based incentive compensation and employee benefits;
•an increase of approximately $19.0 million in certain legal and regulatory expenses, primarily in our U.S. Markets segment;
•an increase of approximately $12.0 million from our operating model optimization program; and
•an increase of approximately $10.0 million in technology costs, including our accelerated technology investment,
partially offset by:
•a decrease of approximately $6.0 million in integration costs of our business acquisitions, an initiative that was completed last year.
Depreciation and Amortization
For the three and nine months ended September 30, 2024, depreciation and amortization increased $2.3 million and $9.4 million, respectively, compared with the same periods in 2023 primarily due to the increase in capital expenditures related to our accelerated technology investment initiative.
Restructuring
Restructuring expenses relate to our operating model optimization program. For the three and nine months ended September 30, 2024, these expenses include $40.5 million and $42.1 million, respectively, related to facility exit costs, including a loss on early termination of a facility lease. There were no employee separation expenses for the three months ended September 30, 2024 and $24.7 million of employee separation expenses for the nine months ended September 30, 2024.
See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 8, “Restructuring,” for additional information.
Non-Operating Income and Expense
Interest expense
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For the three and nine months ended September 30, 2024, interest expense decreased $6.1 million and $14.0 million compared with the same periods in 2023. This decrease was due to a decrease in outstanding principal balance due to the prepayments made in 2023 and 2024 and the debt refinancing transactions over the last 12 months, partially offset by an increase in the average periodic variable interest rate on the unhedged portion of our debt.
Interest income
The change in interest income for the current period compared to the prior period was primarily due to an increase in our average investment balances and an increase in interest rates.
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
 Three Months Ended September 30,Nine Months Ended September 30,
20242023$
Change		%
Change		20242023$
Change		%
Change
Other income and (expense), net:
Acquisition fees$(3.6)$(1.7)$(1.9)nm$(7.0)$(5.5)$(1.5)27.3 %
Debt related expenses
(0.6)(1.3)0.7 (53.8)%(10.9)(4.5)(6.4)nm
Other income (expense), net(1.2)11.7 (12.9)nm(8.3)(6.3)(2.0)31.7 %
Total other income and (expense), net$(5.4)$8.7 $(14.1)nm$(26.2)$(16.3)$(9.9)60.7 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Acquisition fees
Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions.
Debt-related expenses
For the three and nine months ended September 30, 2024, debt-related expenses included $0.1 million and $9.2 million, respectively, of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancings, and $0.5 million and $1.6 million, respectively, of amortized deferred financing fees. For the three and nine months ended September 30, 2023, debt-related expenses included $1.0 million and $3.1 million, respectively, of unamortized original issue discount, deferred financing fees and other related fees expensed as a result of debt prepayments, and $0.3 million and $1.5 million, respectively, of amortized deferred financing expenses.
Other income and (expense), net
For the three months ended September 30, 2024, other income (expense), net consists of a $3.0 million loss related to post-acquisition adjustments from previous acquisitions, partially offset by a $1.7 million net currency remeasurement gains and $0.1 million net other income from other miscellaneous non-operating income and expenses. For the nine months ended September 30, 2024, other income (expense), net consists of $8.7 million net loss related to post-acquisition adjustments from previous acquisitions and a $0.8 million net loss from fair value and impairment adjustments, partially offset by $0.4 million of net currency remeasurement gains and $0.8 million of net other income from other miscellaneous non-operating income and expense items.
For the three months ended September 30, 2023, other income (expense) consists of a $10.7 million net gain from fair value and impairment adjustments and $1.8 million net other income from other miscellaneous non-operating income and expense items, partially offset by $0.8 million of net currency remeasurement losses. For the nine months ended September 30, 2023, other income (expense) consists of $6.5 million of net currency remeasurement losses, a $5.1 million loss related to post-acquisition adjustments from previous acquisitions and an $0.8 million net loss from fair value and impairment adjustments, partially offset by $6.1 million net other income from other miscellaneous non-operating income and expense items.
Provision for Income Taxes
For the three months ended September 30, 2024, we reported an effective tax rate of 25.7%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, jurisdictional mix of income, and uncertain tax positions, partially offset by benefits from the research and development credit.
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For the nine months ended September 30, 2024, we reported an effective tax rate of 22.9%, which was higher than the 21.0% U.S. federal corporate statutory rate due to foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions, partially offset by benefits from the research and development credit and the remeasurement of deferred taxes due to changes in state apportionment rates.
We have evaluated the impact of the Organization for Economic Cooperation and Development (“OECD”) efforts to implement a global minimum 15% effective tax rate on certain multinational enterprises, commonly known as Pillar Two, and there is not expected to be a significant impact to our 2024 tax rate. As other countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals and other OECD initiatives, we will continue to evaluate the impact of these proposed and enacted legislative changes to determine the impact on our tax rate for 2024 and beyond.
For the three and nine months ended September 30, 2023, we reported an effective tax rate of (7.6)% and (43.1)% respectively, which was lower than the 21.0% U.S. federal corporate statutory rate primarily due to the impact of non-deductible goodwill impairment.
Segment Results of Operations—Three and Nine Months Ended September 30, 2024 and 2023
Management, including our CODM, evaluates the financial performance of our businesses based on revenue, segment Adjusted EBITDA. As discussed above, we have reorganized our operations and now have two operating segments, U.S. Markets and International. Prior period amounts have been recast to conform to our current operating structure. For the three and nine months ended September 30, 2024 and 2023, our segment revenue, segment Adjusted EBITDA and segment Adjusted EBITDA Margin were as follows:
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Three Months Ended September 30,ChangeNine Months Ended September 30,Change
 2024 vs. 20232024 vs. 2023
20242023
$
%
20242023$%
Revenue:
U.S. Markets gross revenue
     Financial Services$367.2 $313.7 $53.6 17.1 %$1,077.6 $949.6 $128.1 13.5 %
     Emerging Verticals307.2 297.3 9.9 3.3 %913.1 877.9 35.2 4.0 %
Consumer Interactive
173.7 143.1 30.6 21.4 %455.1 429.4 25.7 6.0 %
U.S. Markets gross revenue$848.1 $754.0 $94.0 12.5 %$2,445.9 $2,256.9 $189.0 8.4 %
International:
     Canada$39.4 $36.9 $2.5 6.8 %$115.9 $103.9 $12.0 11.5 %
     Latin America33.5 31.2 2.3 7.2 %100.9 90.2 10.7 11.8 %
     United Kingdom57.8 54.5 3.3 6.0 %168.6 160.7 7.9 4.9 %
     Africa17.1 15.2 1.9 12.3 %48.0 44.3 3.7 8.3 %
     India68.2 56.1 12.0 21.5 %202.8 161.8 41.0 25.4 %
     Asia Pacific25.6 23.1 2.6 11.1 %77.1 67.9 9.2 13.6 %
International gross revenue$241.6 $217.1 $24.5 11.3 %$713.3 $628.9 $84.5 13.4 %
Total gross revenue$1,089.6 $971.2 $118.5 12.2 %$3,159.2 $2,885.8 $273.4 9.5 %
Intersegment revenue eliminations
(4.7)(2.5)(2.2)87.2 %(12.3)(8.9)(3.3)37.5 %
Total revenue as reported
$1,085.0 $968.7 $116.3 12.0 %$3,147.0 $2,876.9 $270.1 9.4 %
Adjusted EBITDA:
U.S. Markets$319.9 $293.7 $26.3 9.0 %$920.9 $850.9 $70.0 8.2 %
International110.5 97.0 13.5 13.9 %318.1 271.0 47.1 17.4 %
Adjusted EBITDA Margin:
U.S. Markets37.7 %38.9 %(1.2)%37.6 %37.7 %(0.1)%
International45.7 %44.7 %1.1 %44.6 %43.1 %1.5 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
We define Adjusted EBITDA Margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
U.S. Markets Segment
Revenue
For the three and nine months ended September 30, 2024, U.S. Markets revenue increased $94.0 million, or 12.5%, and $189.0 million, or 8.4%, respectively, compared with the same periods in 2023, with increases in all verticals in both periods.
Financial Services: For the three and nine months ended September 30, 2024, revenue increased $53.6 million, or 17.1%, and $128.1 million, or 13.5%, respectively, compared with the same periods in 2023. A majority of the growth in Financial Services comes from our Mortgage line of business, primarily due to increases in price and batch activity. Our other lines of business also grew in both periods, primarily due to an increase in batch activity, partially offset by a decrease in volume, and price increases in our Auto line of business.
Emerging Verticals: For the three and nine months ended September 30, 2024, revenue increased $9.9 million, or 3.3%, and $35.2 million, or 4.0%, respectively, compared with the same periods in 2023. For the three-month period, the increase was due primarily to an increase in the Insurance vertical from new business wins and an increase in volumes, partially offset by a decrease in the Media vertical. For the nine-month period, the increase was due primarily to increases in the Insurance and Services & Collections verticals from new products, new business wins and an increase in volumes.
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Consumer Interactive: For the three and nine months ended September 30, 2024, revenue increased $30.6 million, or 21.4%, and $25.7 million, or 6.0%, respectively, compared with the same periods in 2023. For both periods, an increase in breach revenue was partially offset by a decrease in our Direct channel from slowing demand for paid credit products.
Adjusted EBITDA
For the three and nine months ended September 30, 2024, Adjusted EBITDA increased $26.3 million and $70.0 million, respectively, compared with the same periods in 2023, primarily due to an increase in revenue and a decrease in labor costs from our operating model optimization program, partially offset by higher variable product cost from breach jobs and an increase in annual incentive compensation, and an increase in litigation expenses in the nine-month period. For the three and nine months ended September 30, 2024, Adjusted EBITDA margins decreased 1.2% and 0.1%, respectively, compared with the same periods in 2023, primarily due to higher variable product costs on breach revenue and an increase in annual incentive compensation, partially offset by revenue growth and realization of cost savings from the transformation plan.
International Segment
Revenue
For the three and nine months ended September 30, 2024, International revenue increased $24.5 million, or 11.3%, and $84.5 million, or 13.4%, respectively, compared with the same periods in 2023 primarily due to higher local currency revenue in all regions, driven by increased volumes from improving economic conditions and new product initiatives, partially offset by a decrease of 0.8% and 0.1%, respectively, from the impact of foreign currencies.
Canada: For the three and nine months ended September 30, 2024, Canada revenue increased $2.5 million, or 6.8%, and $12.0 million, or 11.5%, respectively, compared with the same periods in 2023, primarily due to higher local currency revenue from broad-based volume increases, new business wins, and increased batch and breach services in both periods, partially offset by a decrease of 1.9% and 1.2%, respectively, from the impact of foreign currencies.
Latin America: For the three and nine months ended September 30, 2024, Latin America revenue increased $2.3 million, or 7.2%, and $10.7 million, or 11.8%, respectively, compared with the same periods in 2023, primarily due to higher local currency revenue from broad-based growth across several of our markets in both periods, partially offset by the impact of a one-time contract in 2023 for the nine-month period, and a decrease of 5.5% for the three-month period and an increase of 1.0% for the nine-month period from the impact of foreign currencies.
United Kingdom: For the three and nine months ended September 30, 2024, United Kingdom revenue increased $3.3 million, or 6.0%, and $7.9 million, or 4.9%, respectively, compared with the same periods in 2023, primarily due to volume and batch increases in both periods, and an increase of 2.3% and 2.4%, respectively, from the impact of foreign currency, partially offset by the impact of a drop in volume for a one-time contract in the prior year for both periods.
Africa: For the three and nine months ended September 30, 2024, Africa revenue increased $1.9 million, or 12.3%, and $3.7 million, or 8.3%, respectively, compared with the same periods in 2023, primarily due to meaningful new business wins and contract renewals as well as volume growth in emerging countries and emerging verticals in both periods. The impact of foreign currencies result in a revenue increase of 2.8% for the three month period and a decrease of 2.2% for the nine month period.
India: For the three and nine months ended September 30, 2024, India revenue increased $12.0 million, or 21.5%, and $41.0 million, or 25.4%, respectively, compared with the same periods in 2023, primarily due to higher local currency revenue from strong, broad-based growth across all aspects of the business, including online, batch, consumer and commercial volumes in both periods, partially offset by a decrease of 1.7% and 1.6%, respectively, from the impact of foreign currencies.
Asia Pacific: For the three and nine months ended September 30, 2024, Asia Pacific revenue increased $2.6 million, or 11.1%, and $9.2 million, or 13.6%, respectively compared with the same periods in 2023, primarily due to strong growth in the Philippines across key banking clients, along with growth in Hong Kong from our FinTech and other clients in both periods, partially offset by a decrease of 0.4% and 0.6%, respectively, from the impact of foreign currencies.
Adjusted EBITDA
For the three and nine months ended September 30, 2024, Adjusted EBITDA increased $13.5 million and $47.1 million, respectively, compared with the same periods in 2023. The increase was primarily due to increased revenue in certain regions, as discussed above, in both periods. For the three and nine months ended September 30, 2024, Adjusted EBITDA margins increased 1.1% and 1.5%, respectively, primarily due to higher margin revenue in our larger regions primarily due to revenue growth in both periods.

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Non-GAAP measures—Three and Nine Months Ended September 30, 2024 and 2023
In addition to the financial measures in conformity with generally accepted accounting principles (“GAAP”) discussed above, Management, including our CODM, evaluates the financial performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio, as defined below.
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our Board and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
Consolidated Adjusted EBITDA

Management has excluded the following items from net income attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:    

•Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations. We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations.
•Net interest expense is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations.
•Provision for income taxes, as reported on our Consolidated Statements of Operations.
•Depreciation and amortization, as reported on our Consolidated Statements of Operations.
•Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate to the underlying performance of our business operations during the period since it is measured at the grant date fair value and it is subject to variability as a result of performance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations.
•Operating model optimization program represents employee separation costs, facility lease exit costs, and other business process optimization expenses incurred in connection with the transformation plan discussed further in “Results of Operations – Factors Affecting Our Results of Operations.” We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in restructuring and selling, general and administrative on our Consolidated Statements of Operations.
•Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in
39
2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024 and increased the total estimated cost to approximately $240 million. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. The additional investment is expected to be approximately $90 million during 2024 and 2025 and represents the final phase of the technology investment in our global technology infrastructure and core customer applications. We expect that the accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure requires us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no disruptions to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs from our non-GAAP measures provides a better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
•Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments related to investments and call and put options, (iv) transition services agreement income, and (v) a loss on disposal of a business. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our Consolidated Statements of Operations.
•Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) currency remeasurement on foreign operations, (iii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iv) legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations.
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Consolidated Adjusted EBITDA Margin

Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.

Adjusted Net Income

Management has excluded the following items from net income attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:

•Discontinued operations, net of tax (see Consolidated Adjusted EBITDA above)
•Amortization of certain intangible assets presents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our Consolidated Statements of Operations.
•Stock-based compensation (see Consolidated Adjusted EBITDA above)
•Operating model optimization program (see Consolidated Adjusted EBITDA above)
•Accelerated technology investment (see Consolidated Adjusted EBITDA above)
•Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)
•Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.
•Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our Consolidated Statement of Operations.

Adjusted Diluted Earnings Per Share

Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.

Adjusted Provision for Income Taxes

Management has excluded the following items from our provision for income taxes for the periods presented:

•Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a comprehensive view of our adjusted net income.
•Excess tax expense (benefit) for stock-based compensation is the permanent difference between expenses recognized for book purposes and expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.
•Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves related to prior periods,
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and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.

Adjusted Effective Tax Rate
Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by adjusted income from continuing operations before income taxes. We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from income from continuing operations before income taxes.

Leverage Ratio
Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Since the Leverage Ratio is calculated on a trailing twelve-month basis, prior period goodwill impairment is excluded as this expense may not directly correlate to the underlying performance of our business operations during that period and may vary significantly between periods. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
For the three and nine months ended September 30, 2024 and 2023, these non-GAAP measures were as follows:
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Adjusted EBITDA and Adjusted EBITDA Margin
 Three Months Ended September 30,ChangeNine Months Ended September 30,Change
 2024 vs. 20232024 vs. 2023
20242023$%20242023$%
Reconciliation of Net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA:
Net income (loss) attributable to TransUnion
$68.0 $(318.8)$386.8 nm$218.2 $(212.2)$430.4 nm
Discontinued operations, net of tax— 0.5 (0.5)nm— 0.7 (0.7)nm
Income (loss) from continuing operations attributable to TransUnion
$68.0 $(318.3)$386.3 nm$218.2 $(211.5)$429.7 nm
   Net interest expense58.9 67.8 (8.9)(13.1)%183.3 202.1 (18.8)(9.3)%
Provision for income taxes24.9 22.2 2.6 11.9 %68.9 60.1 8.8 14.7 %
   Depreciation and amortization133.6 131.3 2.3 1.8 %400.5 391.1 9.4 2.4 %
EBITDA$285.4 $(97.0)$382.4 nm$870.8 $441.8 $429.0 97.1 %
Adjustments to EBITDA:
   Stock-based compensation
33.8 27.0 6.8 25.3 %85.7 73.3 12.4 17.0 %
Goodwill impairment1
— 414.0 (414.0)nm— 414.0 (414.0)nm
Mergers and acquisitions, divestitures and business optimization2
7.3 (6.0)13.2 nm17.1 24.5 (7.4)(30.1)%
   Accelerated technology investment3
21.8 16.3 5.6 34.4 %58.6 53.5 5.1 9.5 %
Operating model optimization program4
47.3 — 47.3 nm86.4 — 86.4 nm
   Net other5
(2.0)1.8 (3.8)nm9.7 10.6 (0.9)(8.0)%
Total adjustments to EBITDA$108.3 $453.1 $(344.8)(76.1)%$257.5 $575.8 $(318.3)(55.3)%
Consolidated Adjusted EBITDA$393.7 $356.1 $37.5 10.5 %$1,128.4 $1,017.6 $110.7 10.9 %
Net income (loss) attributable to TransUnion margin
6.3 %(32.9)%39.2 %6.9 %(7.4)%14.3 %
Consolidated Adjusted EBITDA margin6
36.3 %36.8 %(0.5)%35.9 %35.4 %0.5 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.During the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Transaction and integration costs$3.6 $5.8 $7.0 $21.0 
Fair value and impairment adjustments— (10.7)0.8 0.8 
Post-acquisition adjustments3.7 — 9.4 5.1 
Transition services agreement income— (1.1)— (2.4)
Total mergers and acquisitions, divestitures and business optimization$7.3 $(6.0)$17.1 $24.5 
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period,
43
as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Foundational Capabilities$9.9 $8.0 $25.0 $27.7 
Migration Management11.0 7.2 29.9 21.9 
Program Enablement0.9 1.1 3.8 3.9 
Total accelerated technology investment$21.8 $16.3 $58.6 $53.5 
4.Operating model optimization consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Employee separation
$— $— $24.7 $— 
Facility exit40.5 — 42.1 — 
Business process optimization6.8 — 19.6 — 
Total operating model optimization$47.3 $— $86.4 $— 
5.Net other consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Deferred loan fee expense from debt prepayments and refinancing$0.1 $1.0 $9.2 $3.1 
Other debt financing expenses0.5 0.3 1.6 1.5 
Currency remeasurement on foreign operations(1.7)0.8 (0.4)6.5 
Other non-operating (income) expense(0.8)(0.3)(0.7)(0.5)
Total other adjustments$(2.0)$1.8 $9.7 $10.6 
6.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
Consolidated Adjusted EBITDA
For the three and nine months ended September 30, 2024, Consolidated Adjusted EBITDA increased $37.6 million and $110.8 million, respectively, compared with the same periods in 2023, primarily due to an increase in revenue and the realization of cost savings from the transformation plan, partially offset by higher product costs and lower incentive compensation last year. For the three months ended September 30, 2024, Consolidated Adjusted EBITDA margin decreased 0.5%, primarily due to higher variable product costs in U.S. Markets and lower incentive compensation last year, partially offset by an increase in revenue. For the nine months ended September 30, 2024, Consolidated Adjusted EBITDA margin increased 0.5%, primarily due to an increase in revenue and realization of cost savings from the transformation plan, partially offset by higher variable product costs in U.S. Markets and lower incentive compensation last year.
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Adjusted Net Income and Adjusted Diluted Earnings Per Share
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
2024 vs. 20232024 vs. 2023
20242023$%20242023$%
Reconciliation of Net income (loss) attributable to TransUnion to Adjusted Net Income:
Net income (loss) attributable to TransUnion
$68.0 $(318.8)$386.8 nm$218.2 $(212.2)$430.4 nm
Discontinued operations, net of tax— 0.5 (0.5)nm— 0.7 (0.7)nm
Income (loss) from continuing operations attributable to TransUnion
$68.0 $(318.3)$386.3 nm$218.2 $(211.5)$429.7 nm
Adjustments before income tax items:
Amortization of certain intangible assets1
71.5 72.1 (0.5)(0.8)%214.9 221.2 (6.3)(2.9)%
Stock-based compensation
33.8 27.0 6.8 25.3 %85.7 73.3 12.4 17.0 %
Goodwill impairment2
— 414.0 (414.0)nm— 414.0 (414.0)nm
Mergers and acquisitions, divestitures and business optimization3
7.3 (6.0)13.2 nm17.1 24.5 (7.4)(30.1)%
Accelerated technology investment4
21.8 16.3 5.6 34.4 %58.6 53.5 5.1 9.5 %
Operating model optimization program5
47.3 — 47.3 nm86.4 — 86.4 nm
Net other6
(2.1)1.8 (4.0)nm8.6 9.6 (1.0)(10.6)%
Total adjustments before income tax items$179.6 $525.2 $(345.5)(65.8)%$471.3 $796.0 $(324.8)(40.8)%
Total adjustments for income taxes7
(43.1)(29.5)(13.6)46.1 %(112.9)(85.2)(27.6)32.4 %
Adjusted Net Income$204.5 $177.4 $27.2 15.3 %$576.6 $499.3 $77.2 15.5 %
Weighted-average shares outstanding:
Basic194.6 193.4 nmnm194.3 193.3 nmnm
Diluted
197.0 194.6 nmnm196.3 194.8 nmnm
Adjusted Earnings per Share:
Basic$1.05 $0.92 $0.13 14.6 %$2.97 $2.58 $0.38 14.9 %
Diluted$1.04 $0.91 $0.13 13.9 %$2.94 $2.56 $0.37 14.6 %


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 Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Reconciliation of Diluted earnings (loss) per share from Net income (loss) attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
Net income (loss) attributable to TransUnion
$0.35 $(1.65)$1.11 $(1.10)
Discontinued operations, net of tax— — — — 
Income (loss) from continuing operations attributable to TransUnion
$0.35 $(1.65)$1.11 $(1.09)
Adjustments before income tax items:
Amortization of certain intangible assets1
0.36 0.37 1.09 1.14 
Stock-based compensation
0.17 0.14 0.44 0.38 
Goodwill impairment2
— 2.13 — 2.13 
Mergers and acquisitions, divestitures and business optimization3
0.04 (0.03)0.09 0.13 
Accelerated technology investment4
0.11 0.08 0.30 0.27 
Operating model optimization program5
0.24 — 0.44 — 
Net other6
(0.01)0.01 0.04 0.05 
Total adjustments before income tax items$0.91 $2.70 $2.40 $4.09 
Total adjustments for income taxes7
(0.22)(0.15)(0.57)(0.44)
Adjusted Diluted Earnings per Share$1.04 $0.91 $2.94 $2.56 
Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.

1.Consists of amortization of intangible assets from our 2012 change-in-control transaction and amortization of intangible assets established in business acquisitions after our 2012 change-in-control transaction.
2.During the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Transaction and integration costs$3.6 $5.8 $7.0 $21.0 
Fair value and impairment adjustments— (10.7)0.8 0.8 
Post-acquisition adjustments3.7 — 9.4 5.1 
Transition services agreement income— (1.1)— (2.4)
Total mergers and acquisitions, divestitures and business optimization$7.3 $(6.0)$17.1 $24.5 
4.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
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Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Foundational Capabilities$9.9 $8.0 $25.0 $27.7 
Migration Management11.0 7.2 29.9 21.9 
Program Enablement0.9 1.1 3.8 3.9 
Total accelerated technology investment$21.8 $16.3 $58.6 $53.5 
5.Operating model optimization consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Employee separation
$— $— $24.7 $— 
Facility exit40.5 — 42.1 — 
Business process optimization6.8 — 19.6 — 
Total operating model optimization$47.3 $— $86.4 $— 
6.Net other consisted of the following adjustments:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Deferred loan fee expense from debt prepayments and refinancing$0.1 $1.0 $9.2 $3.1 
Currency remeasurement on foreign operations(1.7)0.8 (0.4)6.5 
Other non-operating (income) and expense(0.5)— (0.2)— 
Total other adjustments$(2.1)$1.8 $8.6 $9.6 
7.Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
Adjusted Net Income
For the three and nine months ended September 30, 2024, Adjusted Net Income increased primarily due to an increase in operating income and a decrease in net interest expense, partially offset by an increase in the Adjusted Provision for Income Taxes.
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Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate
 Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Income (loss) from continuing operations before income taxes
$96.8 $(291.7)$300.5 $(139.5)
Total adjustments before income tax items from Adjusted Net Income table above179.6 525.2 471.3 796.0 
Adjusted income from continuing operations before income taxes$276.4 $233.5 $771.8 $656.5 
Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes:
Provision for income taxes(24.9)(22.2)(68.9)(60.1)
Adjustments for income taxes:
Tax effect of above adjustments
(41.8)(27.9)(108.5)(90.1)
Eliminate impact of excess tax (benefit) expense for stock-based compensation
(2.3)0.7 (1.4)2.7 
Other1
0.9 (2.2)(3.0)2.2 
Total adjustments for income taxes$(43.1)$(29.5)$(112.9)$(85.2)
Adjusted Provision for Income Taxes$(68.0)$(51.7)$(181.8)$(145.3)
Effective tax rate25.7 %(7.6)%22.9 %(43.1)%
Adjusted Effective Tax Rate24.6 %22.2 %23.6 %22.1 %

As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Other adjustments for income taxes include:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Deferred tax adjustments$3.8 $(0.2)$(1.4)$0.6 
Valuation allowance adjustments(2.3)(1.9)(2.1)(0.8)
Return to provision, audit adjustments, and reserves related to prior periods(1.2)1.4 1.2 2.6 
Other adjustments0.7 (1.6)(0.7)(0.3)
Total other adjustments$0.9 $(2.2)$(3.0)$2.2 
Adjusted Provision for Income Taxes
We reported an adjusted tax rate of 24.6% and 23.6% for the three and nine months ended September 30, 2024, respectively, which is higher than the 21.0% U.S. federal corporate statutory rate, primarily due to increases for state taxes and foreign withholding taxes, partially offset by benefits from the research and development credit.
We reported an adjusted tax rate of 22.2% and 22.1% for the three and nine months ended September 30, 2023, respectively, which is higher than the 21.0% U.S. federal corporate statutory rate, primarily due to increases for state taxes and foreign withholding taxes, partially offset by benefits from the foreign rate differential and the research and development credit.

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Leverage Ratio
Trailing Twelve Months Ended
 September 30, 2024
Reconciliation of Net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion
$224.2 
Net interest expense248.6 
Provision for income taxes53.6 
Depreciation and amortization533.8 
EBITDA$1,060.2 
Adjustments to EBITDA:
Stock-based compensation
$113.0 
Mergers and acquisitions, divestitures and business optimization1
27.2 
Accelerated technology investment2
75.6 
Operating model optimization program3
164.0 
Net other4
14.4 
Total adjustments to EBITDA$394.3 
Leverage Ratio Adjusted EBITDA$1,454.5 
Total debt$5,201.4 
Less: Cash and cash equivalents643.2 
Net Debt$4,558.2 
Ratio of Net Debt to Net income attributable to TransUnion
20.3 
Leverage Ratio3.1 
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Trailing Twelve Months Ended
 September 30, 2024
Transaction and integration costs$16.9 
Fair value and impairment adjustments10.3 
Post-acquisition adjustments0.1 
Transition services agreement income(0.1)
Total mergers and acquisitions, divestitures and business optimization$27.2 
2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
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Trailing Twelve Months Ended
 September 30, 2024
Foundational Capabilities$33.0 
Migration Management37.5 
Program Enablement5.1 
Total accelerated technology investment$75.6 
3.Operating model optimization consisted of the following adjustments:
Trailing Twelve Months Ended
 September 30, 2024
Employee separation
$96.6 
Facility exit45.5 
Business process optimization21.9 
Total operating model optimization$164.0 
4.Net other consisted of the following adjustments:
Trailing Twelve Months Ended
 September 30, 2024
Deferred loan fee expense from debt prepayments and refinancings$15.4 
Other debt financing expenses2.3 
Currency remeasurement on foreign operations(2.2)
Other non-operating (income) and expense(1.2)
Total other adjustments$14.4 

Application of Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with GAAP. The notes to our unaudited consolidated financial statements include disclosures about our significant accounting policies. These accounting policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. See Part II, Item 7, “Application of Critical Accounting Estimates” and Part II, Item 8, Note 1, “Significant Accounting and Reporting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024, for additional information about our critical accounting estimates.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our Senior Secured Revolving Line of Credit. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital structure obligations, business acquisitions, dividends, and other general corporate purposes. We believe our cash-on-hand, cash generated from operations and funds available under the Senior Secured Revolving Line of Credit will be sufficient to fund our planned capital expenditures, debt service and other capital structure obligations, business acquisitions, dividends and operating needs for at least the next twelve months. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may elect to raise funds through debt or equity financing in the future to fund significant investments or acquisitions that are consistent with our growth strategy.
Cash and cash equivalents totaled $643.2 million and $476.2 million at September 30, 2024 and December 31, 2023, respectively, of which $464.1 million and $356.4 million was held outside the United States in each respective period. As of September 30, 2024, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit and could have borrowed up to the remaining $598.8 million available.
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We also have the ability to request incremental loans on the same terms under the existing Senior Secured Credit Facility up to the greater of an additional $1,000.0 million and 100% of Consolidated EBITDA. In addition, as long as the senior secured net leverage ratio does not exceed 4.25-to-1, we may incur additional incremental loans, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
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 investments 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.
Each year, the Company may be required to make additional principal payments on the Senior Secured Term Loan B based on excess cash flows of the prior year, as defined in the agreement. There were no excess cash flows for 2023 and therefore no additional payment will be required in 2024. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt” for additional information about our debt.
In the first three quarters of 2024, we paid dividends of $0.105 per share totaling $61.7 million. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest. While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our Board and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our Board deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board.
On February 13, 2017, our Board authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our Board 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.
Sources and Uses of Cash
Nine Months Ended September 30,
20242023Change
Cash provided by operating activities$578.5 $443.6 $134.9 
Cash used in investing activities(195.1)(230.5)35.4 
Cash used in financing activities(219.5)(375.3)155.8 
Effect of exchange rate changes on cash and cash equivalents3.1 (2.2)5.3 
Net change in cash and cash equivalents$167.0 $(164.4)$331.4 
Operating Activities
The increase in cash provided by operating activities was primarily due to improved operating performance, partially offset by employee separation payments and a penalty paid for the early termination of a facility lease, both of which were in connection with our operating model optimization program.
Investing Activities
The decrease in cash used in investing activities was primarily due to prior year investments in nonconsolidated affiliates and lower capital expenditures.
Financing Activities
The decrease in cash used in financing activities was primarily due to a decrease in debt prepayments.
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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 decreased $14.5 million, from $213.2 million for the nine months ended September 30, 2023, to $198.7 million for the nine months ended September 30, 2024. Capital expenditures as a percent of revenue represented 6% and 7% for the nine months ended September 30, 2024 and 2023, respectively.
Debt
Hedges
In September 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commence on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $400.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.0650% and 3.1495% 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 November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,285.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,556.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on June 30, 2022, and expire on June 30, 2025, with a current aggregate notional amount of $1,065.0 million that amortizes each quarter after it commences. The swaps require us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Effect of Certain Debt Covenants
A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the Senior Secured Revolving Line of Credit and could result in a default under the Senior Secured Credit Facility. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2024, we were in compliance with all debt covenants.
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Our ability to meet our liquidity needs or to pay dividends on our common stock depends on our subsidiaries’ earnings, the terms of their indebtedness, and other contractual restrictions.
For additional information about our debt and hedge, see Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt.”
Contractual Obligations
Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 13, “Debt” and Note 22, “Commitments” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2023.
Recent Accounting Pronouncements
See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies” for information about recent accounting pronouncements and the impact on our consolidated financial statements.
Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the exhibits hereto, contains “forward-looking statements” within the meaning of 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, or that could materially affect our financial results or such forward-looking statements include:
•macroeconomic effects and changes in market conditions, including the impact of inflation, risk of recession, and industry trends and adverse developments in the debt, consumer credit and financial services markets, including the impact on the carrying value of our assets in all of the markets where we operate;
•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;
•our ability to effectively manage our costs;
•our efforts to execute our transformation plan and achieve the anticipated benefits and savings;
•our ability to remediate existing material weakness in our internal control over financial reporting and maintain effective internal control over financial reporting and disclosure controls and procedures;
•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 acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
•our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
•our ability to defend our intellectual property from infringement claims by third parties;
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•geopolitical conditions and other risks associated with our international operations;
•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, 2023, 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.” 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
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, 2023.
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 $600.0 million Senior Secured Revolving Line of Credit. Interest rates on these borrowings are based, at our election, on Term SOFR plus a credit spread adjustment, or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. As of December 31, 2023, essentially all of our outstanding debt was variable-rate debt. We currently have several interest rate hedge instruments that effectively fix our variable interest rate exposure on approximately 74.5% of our outstanding debt. Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future, our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates or changes in the amount we have hedged. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors. A 10% change in the average 1 month Term SOFR rates utilized in the calculation of our actual interest expense during the quarter would have increased our annual interest expense by approximately $7.2 million.
See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt” for additional information about interest rates on our debt.
Foreign Currency Exchange Rate Risk
A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we transact business in a number of foreign currencies, including British pounds sterling, the South African rand, the Canadian dollar, the Indian rupee, the Colombian peso and the Brazilian real. In reporting the results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currencies.
We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate in our Consolidated Balance Sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our Consolidated Statements of Operations. The resulting translation adjustment is included in other comprehensive income as a component of stockholders’ equity. Transaction gains and losses
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that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expense as incurred.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting discussed below.
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in our Annual Report on Form 10-K for December 31, 2023, we have identified the following material weakness, which remains unremediated as of September 30, 2024:
We did not design and maintain effective controls over the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations. This material weakness resulted in an error in the classification of certain costs between cost of services and selling, general and administrative, and the revision of the annual financial statements previously issued for 2022 and 2021 and the unaudited interim financial statements previously issued for the 2023 and 2022 interim periods.
Additionally, this material weakness could result in misstatements of the aforementioned accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Management’s Remediation Efforts on Classification of Certain Costs between Cost of Services and Selling, General and Administrative Material Weakness
To date, we have implemented certain remediation activities to address the material weakness. We have (1) enhanced our policy for classification of expenses, (2) implemented additional communications and training, (3) improved the process of validating costs to ensure appropriate classification of expenses, and (4) designed additional controls to monitor the recording of costs across cost of services and selling, general and administrative. Management is in the process of testing and validating these remediation activities to ensure the related controls are effective and can operate on a sustained basis.
We believe we have made substantial progress toward achieving effective internal control over financial reporting and disclosure controls and procedures. The activities that we are undertaking are subject to ongoing senior management review, as well as Audit Committee oversight. We will not be able to conclude whether the steps we are taking will remediate the material weakness until we have completed our remediation efforts and performed a subsequent evaluation of their effectiveness.
Changes in Internal Controls over Financial Reporting
During the quarter covered by this report, there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II. OTHER INFORMATION
None.
ITEM 1. LEGAL PROCEEDINGS
General
Refer to Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2023, and Part II, Item 1, “Legal Proceedings” of all subsequently filed Quarterly Reports on Form 10-Q, including this Quarterly Report, and Part I, Item 1, Note 17 “Contingencies,” of this Quarterly Report for a full description of our material pending legal and regulatory matters.
ITEM 1A. RISK FACTORS
In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequently filed Quarterly Reports on Form 10-Q, as well as the factors identified under “Cautionary Statement Regarding Forward-Looking Statements” at the end of Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. The risks described in these reports are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, and operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Recent Sales of Unregistered Securities
Not applicable.
(b) Use of Proceeds
Not applicable.
(c) Issuer Purchases of Equity Securities
Total Number of
Shares Purchased1
Average Price
Paid Per Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
Approximate Dollar
Value, in millions, of Shares that
May Yet Be Purchased
Under
the Plans or Programs(2)
July 1 to July 31
3,924 $73.76 — $166.5 
August 1 to August 31
190,345 96.34 — $166.5 
September 1 to September 30
1,064 101.13 — $166.5 
Total195,333 — $166.5 
1. Represents 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.
2. On February 13, 2017, our Board authorized the repurchase of up to $300.0 million of common stock over the next three years. On February 8, 2018, our Board removed the three-year time limitation. Prior to the fourth quarter of 2017, we had purchased approximately $133.5 million of common stock under the program and may purchase up to an additional $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. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
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ITEM 5. OTHER INFORMATION

On August 8, 2024, Steven M. Chaouki, President, U.S. Markets, adopted a Rule 10b5-1 trading arrangement (“10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 11,000 shares of the Company’s common stock until July 3, 2025. On August 19, 2024, George M. Awad, Director, adopted a 10b5-1 Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 24,000 shares of the Company’s common stock until August 15, 2025.
ITEM 6. EXHIBITS
Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).
Fifth Amended and Restated Bylaws of TransUnion amended as of February 21, 2024 (Incorporated by reference to Exhibit 3.1 to TransUnion’s Current Report on Form 8-K filed February 27, 2024).
Form of TransUnion Executive Severance and Restrictive Covenant Agreement, as amended.
TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.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, 2024, formatted in Inline XBRL (included with Exhibit 101 attachments).
** Filed or furnished herewith.
† Identifies management contracts and compensatory plans or arrangement.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
TransUnion
October 23, 2024By/s/ Todd M. Cello
Todd M. Cello
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
October 23, 2024By/s/ Jennifer A. Williams
Jennifer A. Williams
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
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Exhibit 10.1
TRANSUNION

SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT
THIS AGREEMENT is made as of [insert date], between TransUnion, a Delaware corporation (together with all of its current and future direct and indirect subsidiaries, the “Company”), and [insert name] (the “Executive”). Capitalized terms are defined either in the text of this Agreement or Section 10 hereof.
WHEREAS, Executive is employed as a senior management employee of the Company, and will have significant responsibility for the Company’s continued growth and success;
WHEREAS, in his/her role, Executive will be in receipt of the Company’s confidential information and trade secrets concerning all aspects of the Company’s business and as a result, the Company is requiring that Executive enter into this Severance and Restrictive Covenant Agreement as a condition of continued employment with the Company; and
WHEREAS, in order to protect such confidential information and trade secrets in a manner that is consistent with controlling legal requirements and in order to incent Executive to perform to the highest possible standards, Executive and the Company desire to enter into this Severance and Restrictive Covenant Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:
Section 1.    Severance. Upon either (i) the Company’s termination of Executive’s employment without Cause or (ii) Executive’s resignation for Good Reason (each a “Covered Termination”), Executive shall be entitled to receive, subject to the conditions set forth herein, each of the following amounts or other benefits:
(a)    Executive’s Base Salary Multiple;
(b)    if a Covered Termination occurs on or after July 1 in a given calendar year, a Pro Rata portion of Executive’s Bonus for the year in which a Covered Termination occurs;
(c)    a lump sum amount equal to the Company’s estimate of the COBRA premiums for the 18-month period following a Covered Termination if Executive, for himself/herself and his/her eligible dependents, continued on COBRA for such period;
(d)    the services of an outplacement agency of Executive’s choosing for a period of up to one year and with a maximum value of $35,000 (any payments pursuant to this Section 1(d) shall be made directly to the outplacement firm for services rendered upon receipt of satisfactory documentation), provided that the payment or reimbursement must be
1


completed no later than the last day of the second calendar year following the calendar year in which the Covered Termination occurs);
(e)    if a Covered Termination occurs on or after October 1 in a given calendar year, an amount equal to the Company’s discretionary non-elective 401(k) retirement contribution that Executive would have received for the year in which a Covered Termination occurs if Executive had remained employed through the last working day of that year.
Executive shall be entitled to receive the payments and benefits provided in this Section 1 if and only if (i) Executive has executed and delivered to the Company a general release in substantially the form set forth in Exhibit A attached hereto, with any modifications as may be necessary including to reflect changes in applicable law from and after the date hereof (the “General Release”), following a Covered Termination and the General Release has become effective within 60 days following the Date of such Termination (or, if greater, the minimum period required by applicable law), and (ii) Executive has complied in all respects and continues to comply in all respects with the provisions of Section 2, Section 3 and Section 5. All payments and other benefits owed to Executive under this Section 1 shall be subject to the terms and conditions of Section 8, and shall be paid as follows, except as modified by Section 8: (a) the amounts in clause (a) shall be paid in regular equal installments in accordance with the Company’s customary payroll practices over a period not to exceed 18 months, but in no event less frequently than monthly, (b) the amounts in clause (b) shall be paid at the same time as the Company pays its other bonuses for such year, (c) the benefit in clause (c) shall be paid within 60 days following the Covered Termination, (d) the benefits in clause (d) shall be paid in accordance with their terms, and (e) the amount in clause (e) shall be paid within 60 days following the Covered Termination. Executive shall not be entitled to any other salary, compensation or benefits following termination of employment with the Company, except as otherwise specifically provided for in the Company’s employee benefit plans, in a written agreement between the Company and Executive or as otherwise expressly required by applicable law.
This Section 1 does not govern and the General Release is not required with respect to, payment of accrued but unpaid salary, accrued but unpaid paid time off, any rights under any separate deferred compensation plan, and any rights under benefit plans such as the Company’s 401(k) Plan as of the termination of employment.
Section 2.    Noncompetition. Executive acknowledges and agrees with the Company that Executive’s services to the Company are unique in nature and that the Company would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the Company. Executive accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the first anniversary of the Date of Termination (the “Noncompetition Period”), Executive shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture or other entity, participate in any Competitive Business (including, without limitation, any division, group or franchise of a larger organization). For purposes of this Agreement, the term “participate in” (with the term “participating in” having a correlative meaning with the
2


foregoing) shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). The foregoing restrictions on the Executive are not applicable to any passive investment made by the Executive in any public entity that is or includes a Competitive Business, provided such investment is not greater than 3% of market value of such public entity.
Section 3.    Nonsolicitation. Executive further covenants and agrees that during the Noncompetition Period, Executive shall not, directly or indirectly (i) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any such employee, (ii) hire directly or through another entity any person who is then an employee of the Company or was an employee of the Company within six months preceding the date of such attempted hiring, (iii) induce or attempt to induce any customer or client of the Company to (A) cease doing business with the Company or (B) acquire any Competitive Service from any person or entity other than the Company or its Affiliates or (iv) in any way interfere with the relationship between any such customer or client and the Company. For purposes of this Agreement, the term “customer or client” means, while Executive is employed, any customer or client (with client including data and information providers to the Company) of the Company during the period from the date of this Agreement to the Date of Termination and, for portions of the Noncompetition Period following the Date of Termination, any customer or client (including data providers) of the Company as of the Date of Termination or within the six months preceding the Date of Termination.
Section 4.    Geographic Scope. The provisions of Section 2 and Section 3 shall apply, while Executive is employed, to countries in which the Company conducts business during the period from the date of this Agreement to the Date of Termination and, with respect to portions of the Noncompetition Period following the Date of Termination, to the countries in which (i) the Company conducted business as of the Date of Termination or (ii) as of the Date of Termination, the Company had approved plans to conduct business within the following 12 months.
Section 5.    Nondisparagement. Executive shall not, directly or indirectly, disparage the Company and/or communicate, either in writing or orally, any statement that bears negatively on the Company’s reputation, services, products, principals, customers, policies, adherence to the law (unless otherwise required by law), shareholders, officers, directors, officials, executives, employees, agents, representatives, business or other legitimate interests of the Company. Nothing in this Severance and Restrictive Covenant Agreement prevents or restricts me from filing a claim or charge with, reporting conduct to, providing truthful information to, or participating in an investigation or proceeding of a governmental agency, including any local, state or federal fair employment practices agency (such as the Equal Employment Opportunity Commission), law enforcement authority, the U.S. Securities
3


and Exchange Commission, the Department of Labor, the Department of Justice, or any other government entity.
Section 6.    Acknowledgments. Executive acknowledges that the restrictions contained in this Agreement do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. Executive agrees and acknowledges that the potential harm to the Company resulting from the non-enforcement of Section 2, Section 3, or Section 5 outweighs any potential harm to Executive of the enforcement of such provisions by injunction or otherwise. Executive acknowledges that shehe has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full agreement regarding their necessity for the reasonable and proper protection of the business goodwill and competitive positions of the Company now existing or to be developed in the future and that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. The Company agrees that it will provide notice of any purported violations of this Agreement by Executive, as well as an opportunity during the 30 days thereafter to cure the purported violations; provided that the violations are not willful violations and can reasonably be cured within 30 days.
Section 7.    Maintaining Confidential Information. Executive agrees not to disclose any confidential information acquired while an employee of the Company to any other person or use such information in any manner that is detrimental to the Company's interests, as reflected in the Inventions, Confidential Information and Trade Secrets Agreement previously signed and affirmed by Executive and the related Inventions, Confidential Information and Trade Secrets Policy #251. Executive further agrees to honor the terms of that agreement and policy including, without limitation, those terms that survive Executive’s employment with the Company. No provisions in this Severance and Restrictive Covenant Agreement shall prohibit or restrict Executive from (i) providing information to or participating in an investigation by or (ii) testifying or otherwise assisting in a proceeding relating to an alleged violation of any federal or state law or relating to fraud or any rule or regulation of the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the United States Congress, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, any Inspector General, or any other federal or state law enforcement agency, self-regulatory organization or governmental entity.
Section 8.    Section 409A Compliance.
(a)    The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.
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(b)    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
(c)    Notwithstanding any other payment schedule provided herein to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply:
(i)    With regard to any payment that is considered “non-qualified deferred compensation” under Code Section §409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section §409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 8 (whether otherwise payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein; and
(ii)    To the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under Code Section §409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section §409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement.
(d)    To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within 60 days following the Date of Termination. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:
(i)    To the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for purposes of Code Section §409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to
5


revocation (the “Release Effective Date”). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the Date of Termination, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of Termination.
(ii)    To the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes of Code Section §409A, then such payments or benefits shall be made or commence upon the date provided in Section 8(d)(i), provided that if the 60th day following the Date of Termination falls in the calendar year following the calendar year containing the Date of Termination, the payment will be made no earlier than the first business day of that following calendar year. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Date of Termination, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of Termination.
(e)    To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code §409A, (i) all such expenses or other reimbursements under this Agreement shall be made in accordance with the Company’s normal procedures for reimbursement but in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
(f)    For purposes of Code Section §409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 60 days following the Date of Termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of Code Section §409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code Section §409A.
Section 9.     Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and
6


return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:
To the Company:
Attention: EVP, Chief Human Resources Officer, 555 W. Adams Street, Chicago, Illinois 60661
To the Executive:
At the address contained in the Company’s personnel records
or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or the next business day if sent by overnight courier or, if mailed, five days after deposit in the U.S. mail.
Section 10.    Definitions. For purposes of this Agreement, the following definitions will apply:
(a)    “Base Salary Multiple” shall mean an amount equal to 1.5 times (or 150% of) the sum of (i) Executive’s annualized base salary during the year a Covered Termination occurs and (ii) the average of Executive’s previous two years of actual annual bonuses under the annual bonus plan maintained by the Company, or if Covered Termination occurs prior to two years of actual bonuses, an amount equal to the prior year’s bonus.
(b)    “Board” shall mean the Company’s board of directors.
(c)    “Bonus” shall mean with respect to Executive, the target bonus amount Executive could receive for performance during the year a Covered Termination occurs pursuant to the Company’s annual bonus plan assuming Executive had remained an employee of the Company for the remainder of the annual performance period and the performance goals established by the Board (or any Committee thereof) in conjunction with such target annual bonus were achieved.
(d)    “Cause” shall have the meaning given to such term in an employment or similar agreement entered into by Executive with the Company or any of its Affiliates, or in the absence of such an agreement (or the absence of any definition of “Cause” therein) shall mean any of the following as determined by the Board in its good faith discretion: (i) a breach by Executive of the terms of any employment or similar agreement to which Executive is a party with the Company or any of its Affiliates, (ii) if Executive has no such agreement, a breach of the terms of Executive’s employment (including, without limitation, the material policies of the Company or any of its Affiliates, as applicable, relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company and its Affiliates); (iii) the willful failure or refusal to perform Executive’s material duties for the Company or any of its Affiliates, as
7


applicable; (iv) insubordination or the disregard of the legal directives of the Board or senior management of the Company or any of its Affiliates, as applicable, which are not inconsistent with the scope, ethics and nature of Executive’s duties and responsibilities; (v) engaging in misconduct that has, or could reasonably be expected to have, a material and adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; (vi) the commission of an act of fraud or embezzlement or acts of personal dishonesty involving personal profit against the Company or any of its Affiliates; or (vii) any commission of acts constituting, any conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving fraud or misrepresentation, or other crime that results, or could reasonably be expected to result, in material harm to the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii), (iii) or (iv) unless Executive has been given reasonably detailed written notice of the grounds for such Cause and, if curable, Executive has not effected a cure within 20 days after the date of receipt of such notice.
(e)    “Competitive Business” means any business or person that has operations that generate a significant portion of its annual revenues from any line of business, product or service that competes with, or is meant to compete with, any Company line of business, product or service offered by the Company as of the Date of Termination or planned to be offered by the Company within the 12 months following the Date of Termination, including, but not limited to, the following: The Dun & Bradstreet Corporation, Equifax, Inc., Experian Group Limited, Fair Isaac Corporation, ReedElsevier/LexisNexis, Verisk Analytics, Acxiom Corporation and Thomson Reuters.
(f)    “Competitive Service” means any product or service that competes with, or is meant to compete with, any line of business, product or service offered by the Company as of the date of termination or planned to be offered by the Company within the 12 months following termination.
(g)    “Date of Termination” shall mean the date of the termination of the employment relationship between the Company and Executive for any reason.
(h)    “Good Reason” shall have the meaning given to such term in an employment or similar agreement entered into by Executive with the Company, or in the absence of such an agreement shall mean, with respect to Executive’s resignation of employment with the Company, the occurrence, without Executive’s consent, of any of the following events: (i) a material reduction in position, overall responsibilities, level of authority, title or level of reporting; (ii) a material reduction in the Executive’s base compensation and annual incentive compensation opportunity, measured in the aggregate, which is not the result of a uniformly applied adjustment across all similarly situated personnel within the Company; or (iii) a requirement that the Executive's location of employment be relocated by more than fifty (50) miles from the Executive’s then-current location; provided that Executive must (x) provide written notice to the Company within 90 calendar days following the occurrence of an event that Executive considers to constitute
8


Good Reason (stating in reasonable detail the nature of the event giving rise thereto), (y) provide the Company thirty (30) days to cure the Good Reason, and, (z) if the Good Reason is not cured, end Executive’s employment with the Company within ninety (90) calendar days following such event.
(i)    “person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.
(j)    “Pro Rata” means the fraction, the numerator of which is the number of days in the calendar year that have elapsed to, and including, Termination, and the denominator of which is 365.
Section 11.     General Provisions.
(a)    Not an Employment Agreement. Executive and the Company acknowledge and agree that this Agreement is not intended and should not be construed to grant Executive any right to continued employment with the Company or to otherwise define the terms of Executive’s employment with the Company.
(b)    Indemnification. As a material condition to Executive’s agreeing to these new restrictions, the Company will not amend, modify, or repeal any provision of the Company’s Certificate of Incorporation or By-laws that was in effect as of the date of this Agreement if such amendment, modification or repeal would materially and adversely affect Executive’s right to indemnification by the Company, nor will the Company violate or breach any obligation of the Company to indemnify Executive or advance any expenses to Executive as a result of actions by Executive as an officer, director, agent, representative or employee of the Company.
(c)    Absence of Conflicting Agreements. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he/she is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or any agreement or contract requiring Executive to assign inventions to another person and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he/she has consulted with independent legal counsel regarding his/her rights and obligations under this Agreement and that he/she fully understands the terms and conditions contained herein.
(d)    Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances.
9


If, at the time of enforcement of Section 2 or Section 3, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law.
(e)    Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
(f)    Counterparts. This Agreement may be executed in separate counterparts (including by means of electronic signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
(g)    Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and Executive and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement may not be assigned or delegated without the prior written consent of the Company and provided further that the assignment cannot increase the nature and scope of the restrictive covenants without Executive’s written consent.
(h)    Choice of Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.
(i)    WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL), THE COMPANY AND EXECUTIVE EACH EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY, except in those instances where a waiver of the right to a jury trial is prohibited by law.
(j)    Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its/his/her favor. The parties hereto agree and acknowledge that Executive’s breach of any term or provision of this Agreement shall materially and irreparably harm the Company, that money damages shall accordingly not be an adequate remedy for any breach of the provisions of this Agreement by Executive and that the Company in its sole discretion and in addition to any other remedies it may have at law or
10


in equity shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Agreement (without posting any bond or deposit).
(k)    Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive.
(l)    No Mitigation of Damages. The provisions of this Agreement are not intended to, nor shall they be construed to, require that Executive seek or accept other employment following termination and amounts payable and welfare benefits provided under this Agreement to Executive shall not be reduced by Executive’s acceptance of (or failure to seek or accept) employment with another person. The Company’s obligations to make the payment and provide the welfare benefits required for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set off, counterclaim, recoupment, defense or other claim, rights or action that the Company may have against Executive or others.
*    *    *    *    *
11


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

COMPANY:

TRANSUNION


By:                         
[Insert Name]
[Insert Title]


EXECUTIVE:


By:                        
[Insert Name]

[Signature Page to Executive Severance and Restrictive Covenant Agreement]

12


EXHIBIT A
GENERAL RELEASE
I, [insert name], in consideration of and subject to the performance by TransUnion, a Delaware Corporation (together with its subsidiaries, the “Company”), of its obligations under my Severance and Restrictive Covenant Agreement, dated as of [insert date] (the “Severance Agreement”), do hereby release and forever discharge as of the date hereof the Company, its subsidiaries and its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company, its subsidiaries and its affiliates and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.
1.    I understand that any payments or benefits paid or granted to me under Section 1 of the Severance Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I shall not receive the payments and benefits specified in Section 1 of the Severance Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.
2.    Except as provided in Section 4, below and except for the provisions of the Severance Agreement, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed, against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company and its subsidiaries (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; or their state or local counterparts; or under any other federal, state or local civil or human rights law (such as, but not limited to, the Illinois Human Rights Act), or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any
13


claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).
3.    I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by Section 2 above. I also represent and warrant that:
•I have provided ongoing transition assistance to the Company through my separation date;
•I acknowledge and re-affirm my continuing obligations to the Company under any non-disclosure, confidential information, intellectual property, non-solicitation and/or noncompetition agreement which I previously signed pertaining to the Company’s interests, including those terms in my Severance Agreement and any award agreements by which I was granted restricted or performance stock units;
•I have returned to the Company in good working order and no later than my last day of employment all keys, files, records (and copies thereof), equipment (including but not limited to computer hardware, software and printers, wireless handheld devices, cellular phones, SIM cards, external media devices and pagers), Company identification, Company vehicles, Company confidential and proprietary information, and any other Company-owned property in my possession or control;
•I have left and will leave intact all electronic Company documents, including, but not limited to, any that I developed or helped to develop during my employment; and
•I have returned any and all Company proprietary, trade secrets and confidential information, whether in hard copy or electronic form, and I have cancelled any accounts for my benefit in the Company’s name, including but not limited to credit cards, telephone charge cards, and cellular phone accounts.
4.    The parties agree that this General Release does not waive or release any rights or claims of any unlawful discrimination, harassment or retaliation (including, but not limited to, any claims that I may have under the Age Discrimination in Employment Act of 1967) that arise after the date I execute this General Release, nor does it waive any rights I may have to indemnification or advancement of fees and expenses in connection with indemnification.
5.    I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief). Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation or proceeding).
14


6.    In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Separation Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending Claim of the type described in Section 2 above, nor am I aware of any facts that would warrant me filing any such Claim, as of the execution of this General Release. By signing this General Release, I am waiving my rights to monetary, injunctive or other personal relief that may result from that process, to the maximum extent permitted by law. In the event I obtain such monetary relief, the Company will, in every circumstance it is legally permitted, be entitled to an offset against the amount paid to me pursuant to Section 1(a) of the Severance Agreement. However, nothing in this General Release or the Severance Agreement prevents or restricts me from filing a claim or charge with, reporting conduct to, providing truthful information to, or participating in an investigation or proceeding of a governmental agency, including any local, state or federal fair employment practices agency (such as the Equal Employment Opportunity Commission), law enforcement authority, the U.S. Securities and Exchange Commission, the Department of Labor, the Department of Justice, or any other government entity. Moreover, nothing in this General Release or the Severance Agreement is intended to prevent or restrict me from, nor will anything in this General Release or the Severance Agreement have the effect of having prevented or restricted me, at any time in prior to the execution of this General Release, from filing a claim or charge with, reporting conduct to, providing truthful information to, or participating in an investigation or proceeding of a governmental agency, including any local, state or federal fair employment practices agency (such as the Equal Employment Opportunity Commission), law enforcement authority, the U.S. Securities and Exchange Commission, the Department of Labor, the Department of Justice, or any other government entity. Also, this waiver of rights to monetary relief and/or offset shall not apply to my participation in any investigation or proceeding conducted by the SEC or any other agency that lawfully precludes such a waiver. I may receive money properly awarded by the SEC in exchange for providing information to that agency. Nothing in this General Release or the Severance Agreement shall bar or impede my ability to seek or receive any monetary award or bounty from the SEC or any governmental agency or regulatory or law enforcement authority in connection with protected “whistleblower” activity.
7.    I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct.
15


8.    I agree that I will forfeit all amounts payable by the Company and its Subsidiaries pursuant to the Severance Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties with respect to Claims released in Sections 2, 5, and 6 above, I shall pay all costs and expenses of defending against the suit incurred by the Released Parties (including, without limitation, reasonable attorneys’ fees, and return all payments received by me pursuant to the Severance Agreement).
9.    I agree that this General Release and the Severance Agreement are confidential to the fullest extent permitted by applicable law, and I agree not to disclose any information regarding the terms of this General Release or the Severance Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof, or in a legal or administrative proceeding, or as otherwise required by law, and I shall instruct each of the foregoing not to disclose the same to anyone. I acknowledge that no provisions in this General Release or the Severance Agreement shall prohibit or restrict me (or any person in my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect of this General Release or the Severance Agreement) from (i) providing information to or participating in an investigation by or (2) testifying or otherwise assisting in a proceeding relating to an alleged violation of any federal or state law or relating to fraud or any rule or regulation of the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the United States Congress, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, any Inspector General, or any other federal or state law enforcement agency, self-regulatory organization or governmental entity. Notwithstanding the foregoing, I can disclose the restrictive covenants in the Severance Agreement to any person or entity from which I am seeking employment or another relationship potentially covered by such covenants, so long as I advise such person or entity to, and they agree to, keep them confidential. I agree that the Company and I have bargained for this confidentiality provision, that the Company is paying adequate consideration for my agreement to keep this General Release and the Severance Agreement confidential, and that this agreed-upon confidentiality is in my best interest as well as the Company’s.
10.    I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company and its subsidiaries upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company and its subsidiaries pertinent information; and turning over to the Company all relevant documents which are or may come into my possession all at times and on schedules that are reasonably consistent with my other permitted activities and commitments. I understand that in the event the Company asks for my cooperation in accordance with this provision, the Company shall reimburse me solely for reasonable travel expenses (including lodging and meals) upon my submission of receipts.
16


11.    I agree not to disparage the Company, its and its Subsidiaries’ past and present investors, officers, directors or employees or its affiliates (unless otherwise required by law) and to keep all confidential and proprietary information about the past or present business affairs of the Company and its subsidiaries and its affiliates confidential unless a prior written release from the Company is obtained or as required by law. I further agree that as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to its Subsidiaries’ business, which I possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.
12.    Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Severance Agreement after the date hereof.
13.    Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
I HAVE READ IT CAREFULLY;
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
I HAVE BEEN ADVISED IN WRITING BY MEANS OF THIS GENERAL RELEASE AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE SINCE THE _______________ __, _____
17


VERSION OF THIS GENERAL RELEASE ARE NOT MATERIAL AND SHALL NOT RESTART THE REQUIRED 21-DAY PERIOD OR I HAVE ELECTED TO SIGN THIS RELEASE PRIOR TO THE END OF SUCH 21-DAY PERIOD;
THE CHANGES TO THE SEVERANCE AGREEMENT SINCE _______________ ___, _____ EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.
I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE: _____________ ____________________________________
[insert name]

18


Exhibit 31.1
CERTIFICATION
I, Christopher A. Cartwright, certify that:
1. I have reviewed this report on Form 10-Q of TransUnion;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 23, 2024

                                /s/ Christopher A. Cartwright
                                Name: Christopher A. Cartwright
                                Title: Chief Executive Officer
 


Exhibit 31.2
CERTIFICATION
I, Todd M. Cello, certify that:
1. I have reviewed this report on Form 10-Q of TransUnion;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 23, 2024
 

                            /s/ Todd M. Cello
                            Name: Todd M. Cello
                            Title: Chief Financial Officer


Exhibit 32
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of TransUnion for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christopher A. Cartwright, as Chief Executive Officer of the Company, and Todd M. Cello, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TransUnion.
 
October 23, 2024


/s/ Christopher A. Cartwright
Name: Christopher A. Cartwright
Title: Chief Executive Officer


/s/ Todd M. Cello
Name: Todd M. Cello
Title: Chief Financial Officer

This certification accompanies this Form 10-Q and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.



v3.24.3
Document and Entity Information
shares in Millions
 9 Months Ended
Sep. 30, 2024
shares
Cover [Abstract]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Sep. 30, 2024
Document Transition Report false
Entity File Number 001-37470
Entity Registrant Name TransUnion
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 61-1678417
Entity Address, Address Line One 555 West Adams,
Entity Address, City or Town Chicago,
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60661
City Area Code 312
Local Phone Number 985-2000
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol TRU
Security Exchange Name NYSE
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Large Accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Amendment Flag false
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q3
Entity Central Index Key 0001552033
Current Fiscal Year End Date --12-31
Entity Common Stock, Shares Outstanding 194.9
v3.24.3
Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 643.2 $ 476.2
Trade accounts receivable, net of allowance of $18.2 and $16.4 798.4 723.0
Other current assets 228.2 275.9
Total current assets 1,669.8 1,475.1
Property, plant and equipment, net of accumulated depreciation and amortization of $858.3 and $804.4 181.5 199.3
Goodwill 5,184.5 5,176.0
Other intangibles, net of accumulated amortization of $3,055.8 and $2,719.8 3,356.9 3,515.3
Other assets 661.1 739.4
Total assets 11,053.8 11,105.1
Current liabilities:    
Trade accounts payable 319.4 251.3
Short-term debt and current portion of long-term debt 66.5 89.6
Other current liabilities 609.8 661.8
Total current liabilities 995.7 1,002.7
Long-term debt 5,134.9 5,250.8
Deferred taxes 481.8 592.9
Other liabilities 120.2 153.2
Total liabilities 6,732.6 6,999.6
Stockholders’ equity:    
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2024 and December 31, 2023, 201.4 million and 200.0 million shares issued at September 30, 2024 and December 31, 2023, respectively, and 194.9 million and 193.8 million shares outstanding as of September 30, 2024 and December 31, 2023, respectively 2.0 2.0
Additional paid-in capital 2,524.3 2,412.9
Treasury stock at cost, 6.6 million and 6.2 million shares at September 30, 2024 and December 31, 2023, respectively (333.0) (302.9)
Retained earnings 2,312.6 2,157.1
Accumulated other comprehensive loss (289.5) (260.9)
Total TransUnion stockholders’ equity 4,216.4 4,008.2
Noncontrolling interests 104.8 97.3
Total stockholders’ equity 4,321.2 4,105.5
Total liabilities and stockholders’ equity $ 11,053.8 $ 11,105.1
v3.24.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Accounts Receivable, Allowance for Credit Loss $ 18.2 $ 16.4
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment 858.3 804.4
Finite-Lived Intangible Assets, Accumulated Amortization $ 3,055.8 $ 2,719.8
Common Stock, Shares, Issued 201,400,000 200,000,000.0
Common Stock, Shares, Outstanding 194,900,000 193,800,000
Treasury Stock, Shares 6,600,000 6,200,000
Common Stock, Shares Authorized 1,000,000,000.0 1,000,000,000.0
Common Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
v3.24.3
Consolidated Statements of Income - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenue $ 1,085.0 $ 968.7 $ 3,147.0 $ 2,876.9
Operating expenses        
Cost of services (exclusive of depreciation and amortization below) 448.7 368.8 1,261.7 1,136.8
Selling, general and administrative 305.7 290.8 922.1 867.7
Depreciation and amortization 133.6 131.3 400.5 391.1
Goodwill impairment 0.0 414.0 0.0 414.0
Restructuring 40.5 0.0 66.8 0.0
Total operating expenses 928.6 1,205.0 2,651.0 2,809.6
Operating income (loss) 156.4 (236.3) 495.9 67.3
Non-operating income and (expense)        
Interest expense (66.6) (72.7) (203.2) (217.2)
Interest income 7.8 5.0 19.9 15.1
Earnings from equity method investments 4.7 3.7 14.0 11.7
Other (expense) and income, net (5.4) 8.7 (26.2) (16.3)
Total non-operating income and (expense) (59.6) (55.4) (195.4) (206.8)
Income (loss) from continuing operations before income taxes 96.8 (291.7) 300.5 (139.5)
Provision for income taxes (24.9) (22.2) (68.9) (60.1)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest 71.9 (313.9) 231.6 (199.6)
Discontinued operations, net of tax 0.0 (0.5) 0.0 (0.7)
Net income (loss) 71.9 (314.4) 231.6 (200.3)
Less: net income attributable to the noncontrolling interests (3.9) (4.3) (13.4) (11.9)
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent 68.0 (318.3) 218.2 (211.5)
Net income $ 68.0 $ (318.8) $ 218.2 $ (212.2)
Earnings Per Share, Basic [Abstract]        
Income (Loss) from Continuing Operations, Per Basic Share $ 0.35 $ (1.65) $ 1.12 $ (1.09)
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share 0 0 0 0
Earnings Per Share, Basic 0.35 (1.65) 1.12 (1.10)
Earnings Per Share, Diluted [Abstract]        
Income (Loss) from Continuing Operations, Per Diluted Share 0.35 (1.65) 1.11 (1.09)
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share 0 0 0 0
Earnings Per Share, Diluted $ 0.35 $ (1.65) $ 1.11 $ (1.10)
Earnings Per Share, Diluted [Abstract]        
Weighted Average Number of Shares Outstanding, Basic 194.6 193.4 194.3 193.3
Weighted Average Number of Shares Outstanding, Diluted 197.0 193.4 196.3 193.3
v3.24.3
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net income (loss) $ 71.9 $ (314.4) $ 231.6 $ (200.3)
Foreign currency translation:        
Foreign currency translation adjustment 51.6 (49.0) 20.1 37.0
Benefit (provision) for income taxes 1.7 (0.6) 1.7 (2.0)
Foreign currency translation, net 53.3 (49.6) 21.8 35.0
Hedge instruments:        
Net change on interest rate swap (63.6) 2.0 (68.9) (2.7)
Benefit (provision) for income taxes 15.9 (0.5) 17.2 0.7
Hedge instruments, net (47.7) 1.5 (51.7) (2.0)
Net unrealized gain (loss) 0.1 0.0 0.1 (0.1)
Benefit (provision) for income taxes 0.0 0.0 0.0 0.0
Available-for-sale securities, net 0.1 0.0 0.1 (0.1)
Total other comprehensive income (loss), net of tax 5.7 (48.2) (29.8) 32.8
Comprehensive income (loss) 77.6 (362.6) 201.8 (167.5)
Less: comprehensive income attributable to noncontrolling interests (3.3) (3.9) (12.2) (10.6)
Comprehensive income (loss) attributable to TransUnion $ 74.3 $ (366.5) $ 189.6 $ (178.1)
v3.24.3
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net income (loss) $ 231.6 $ (200.3)
Discontinued operations, net of tax 0.0 0.7
Income (loss) from continuing operations 231.6 (199.6)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 400.5 391.1
Loss on repayment of loans 2.6 3.0
Goodwill impairment 0.0 414.0
Deferred taxes (94.1) (101.3)
Stock-based compensation 85.6 72.9
Loss on early termination of lease 40.5 0.0
Other 17.9 13.1
Changes in assets and liabilities:    
Trade accounts receivable (88.9) (104.2)
Other current and long-term assets 31.4 (42.4)
Trade accounts payable 44.2 16.9
Other current and long-term liabilities (92.8) (19.7)
Cash provided by operating activities of continuing operations 578.5 443.8
Cash used in operating activities of discontinued operations 0.0 (0.2)
Cash provided by operating activities 578.5 443.6
Cash flows from investing activities:    
Capital expenditures (198.7) (213.2)
Proceeds from sale/maturities of other investments 0.0 63.9
Purchases of other investments 0.0 (43.7)
Investments in nonconsolidated affiliates (5.9) (36.9)
Proceeds from the sale of investments in nonconsolidated affiliates 3.8 0.0
Payment For Divestiture of Businesses 0.0 (0.5)
Other 5.7 (0.1)
Cash used in investing activities (195.1) (230.5)
Cash flows from financing activities:    
Proceeds from term loans 934.9 0.0
Repayments of term loans (927.9) 0.0
Repayments of debt (141.0) (310.9)
Debt financing fees (13.5) 0.0
Proceeds from issuance of common stock and exercise of stock options 24.5 23.1
Dividends to shareholders (61.7) (61.4)
Employee taxes paid on restricted stock units recorded as treasury stock (30.1) (17.6)
Distributions to noncontrolling interests (4.7) (8.5)
Cash used in financing activities (219.5) (375.3)
Effect of exchange rate changes on cash and cash equivalents 3.1 (2.2)
Net change in cash and cash equivalents 167.0 (164.4)
Cash and cash equivalents, beginning of period 476.2 585.3
Cash and cash equivalents, end of period $ 643.2 $ 420.9
v3.24.3
Consolidated Statements of Stockholders' Equity - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Paid-In Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive Loss
Noncontrolling Interests
Total
Balance (in shares) at Dec. 31, 2022   192.7            
Beginning balance at Dec. 31, 2022   $ 2.0 $ 2,290.3 $ (284.5) $ 2,446.6 $ (284.5) $ 99.5 $ 4,269.4
Net income (loss)         52.6      
Net income (loss)             4.3  
Net income (loss)               56.9
Other comprehensive income (loss)           2.3 (0.6) 1.7
Stock-based compensation     20.7         20.7
Employee share purchase plan   0.2            
Employee share purchase plan     10.7         10.7
Exercise of stock options   0.1            
Exercise of stock options     0.5         0.5
Vesting of restricted stock units   0.3            
Treasury stock purchased   (0.1)            
Treasury stock purchased       (7.6)       (7.6)
Dividends to shareholders         (20.8)     (20.8)
Balance (in shares) at Mar. 31, 2023   193.2            
Ending balance at Mar. 31, 2023   $ 2.0 2,322.3 (292.1) 2,478.4 (282.2) 103.2 4,331.5
Balance (in shares) at Dec. 31, 2022   192.7            
Beginning balance at Dec. 31, 2022   $ 2.0 2,290.3 (284.5) 2,446.6 (284.5) 99.5 4,269.4
Net income (loss) $ (212.2)              
Net income (loss) (200.3)              
Other comprehensive income (loss) 32.8              
Vesting of restricted stock units   0.7            
Balance (in shares) at Sep. 30, 2023   193.7            
Ending balance at Sep. 30, 2023   $ 2.0 2,386.6 (302.2) 2,172.3 (250.4) 101.6 4,109.9
Balance (in shares) at Mar. 31, 2023   193.2            
Beginning balance at Mar. 31, 2023   $ 2.0 2,322.3 (292.1) 2,478.4 (282.2) 103.2 4,331.5
Net income (loss)         53.9      
Net income (loss)             3.3  
Net income (loss)               57.2
Other comprehensive income (loss)           79.6 (0.4) 79.2
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders             (5.9) (5.9)
Stock-based compensation     23.0         23.0
Exercise of stock options     0.1         0.1
Vesting of restricted stock units   0.1            
Treasury stock purchased       (2.3)       (2.3)
Dividends to shareholders         (20.8)     (20.8)
Balance (in shares) at Jun. 30, 2023   193.3            
Ending balance at Jun. 30, 2023   $ 2.0 2,345.3 (294.4) 2,511.5 (202.6) 100.2 4,462.0
Net income (loss) (318.8)       (318.8)      
Net income (loss)             4.3  
Net income (loss) (314.4)             (314.4)
Other comprehensive income (loss) $ (48.2)         (47.8) (0.4) (48.2)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders             (2.6) (2.6)
Stock-based compensation     25.5         25.5
Employee share purchase plan   0.2            
Exercise of stock options     15.8         15.8
Vesting of restricted stock units 0.3 0.3            
Treasury stock purchased   (0.1)            
Treasury stock purchased       (7.8)       (7.8)
Dividends to shareholders         (20.5)     (20.5)
Balance (in shares) at Sep. 30, 2023   193.7            
Ending balance at Sep. 30, 2023   $ 2.0 2,386.6 (302.2) 2,172.3 (250.4) 101.6 4,109.9
Balance (in shares) at Dec. 31, 2023   193.8            
Beginning balance at Dec. 31, 2023 $ 4,105.5 $ 2.0 2,412.9 (302.9) 2,157.1 (260.9) 97.3 4,105.5
Net income (loss)         65.1      
Net income (loss)             4.9  
Net income (loss)               70.0
Other comprehensive income (loss)           (1.9) (0.3) (2.2)
Stock-based compensation     22.9         22.9
Employee share purchase plan   0.2            
Employee share purchase plan     14.7         14.7
Vesting of restricted stock units   0.4            
Treasury stock purchased   (0.1)            
Treasury stock purchased       (10.6)       (10.6)
Dividends to shareholders         (23.1)     (23.1)
Balance (in shares) at Mar. 31, 2024   194.3            
Ending balance at Mar. 31, 2024   $ 2.0 2,450.5 (313.5) 2,199.1 (262.8) 101.9 4,177.2
Balance (in shares) at Dec. 31, 2023   193.8            
Beginning balance at Dec. 31, 2023 4,105.5 $ 2.0 2,412.9 (302.9) 2,157.1 (260.9) 97.3 4,105.5
Net income (loss) 218.2              
Net income (loss) 231.6              
Other comprehensive income (loss) (29.8)              
Vesting of restricted stock units   1.0            
Balance (in shares) at Sep. 30, 2024   194.9            
Ending balance at Sep. 30, 2024 4,321.2 $ 2.0 2,524.3 (333.0) 2,312.6 (289.5) 104.8 4,321.2
Balance (in shares) at Mar. 31, 2024   194.3            
Beginning balance at Mar. 31, 2024   $ 2.0 2,450.5 (313.5) 2,199.1 (262.8) 101.9 4,177.2
Net income (loss)         85.0      
Net income (loss)             4.7  
Net income (loss)               89.7
Other comprehensive income (loss)           (33.0) (0.3) (33.3)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders             (3.8) (3.8)
Stock-based compensation     26.4         26.4
Treasury stock purchased       (0.8)       (0.8)
Dividends to shareholders         (18.1)     (18.1)
Balance (in shares) at Jun. 30, 2024   194.3            
Ending balance at Jun. 30, 2024   $ 2.0 2,476.9 (314.3) 2,266.0 (295.8) 102.4 4,237.2
Net income (loss) 68.0       68.0      
Net income (loss)             3.9  
Net income (loss) 71.9             71.9
Other comprehensive income (loss) $ 5.7         6.3 (0.6) 5.7
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders             (0.9) (0.9)
Stock-based compensation     32.7         32.7
Employee share purchase plan   0.2            
Employee share purchase plan     14.4         14.4
Exercise of stock options     0.3         0.3
Vesting of restricted stock units 0.6 0.6            
Treasury stock purchased   (0.2)            
Treasury stock purchased       (18.7)       (18.7)
Dividends to shareholders         (21.4)     (21.4)
Balance (in shares) at Sep. 30, 2024   194.9            
Ending balance at Sep. 30, 2024 $ 4,321.2 $ 2.0 $ 2,524.3 $ (333.0) $ 2,312.6 $ (289.5) $ 104.8 $ 4,321.2
v3.24.3
Significant Accounting and Reporting Policies
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Significant Accounting and Reporting Policies Significant Accounting and Reporting Policies
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for a fair statement of the interim periods presented. All intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The interim results presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The Company’s Consolidated Balance Sheet data for the year ended December 31, 2023 was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024.
During the first quarter of 2024, we reorganized our operations to merge our Consumer Interactive operating segment with our U.S. Markets operating segment. This change aligns with our transformation plan for an integrated U.S. business with increased cross-selling activities and common enabling functions to achieve greater cost efficiencies. In addition, we changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment.
As a result, we have two operating segments, U.S. Markets and International, which are consistent with our reportable segments, and reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner in which the chief operating decision maker assesses the Company’s performance.
The reporting of certain revenue from the acquisition of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), which was previously reported within our Financial Services vertical, is now reported in Emerging Verticals in the U.S. Markets operating segment. While this change does not impact our operating segments, it does impact our disaggregated revenue disclosures.
We have recast our historical financial information presented in this Quarterly Report on Form 10-Q to reflect these changes and conform to our current operating structure.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Revision of Previously Issued Financial Statements
During 2023, the Company identified errors in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations. The errors resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts to previously issued quarterly and year-to-date financial statements in 2023, with no impact to total operating expenses, operating income or net income, and no impact on the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Stockholder’s Equity for any of those periods. The Company concluded that, while the expense classification errors were not material to any of its financial statements taken as a whole, it should revise the Consolidated Statements of Operations for the periods impacted. Accordingly, the Company has revised the previously issued Consolidated Statements of Operations for the three and nine months ended September 30, 2023 to correct for the errors as reflected in this Form 10-Q. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Operations for each affected period is presented in Note 19, “Revision of Previously Issued Financial Statements.”
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.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes.
The following is a roll-forward of the allowance for doubtful accounts for the periods presented:
 Nine Months Ended September 30,
20242023
Beginning balance$16.4 $11.0 
Provision for losses on trade accounts receivable11.6 4.5 
Write-offs, net of recovered accounts(9.8)(0.4)
Ending balance$18.2 $15.1 
Recently Adopted Accounting Pronouncements
There are no recent accounting pronouncements that have been adopted by TransUnion in the third quarter of 2024.
Recent Accounting Pronouncements Not Yet Adopted
On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This ASU updates the requirements for segment reporting to include, among other things, disaggregating and quantifying significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit, describing the nature of amounts not separately disaggregated, allowing for additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources, and extending nearly all annual segment reporting requirements to quarterly reporting requirements. The update is effective for annual periods for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application. The Company does not expect the adoption of the new guidance to have a material impact on its consolidated financial statements other than expanded footnote disclosure.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This ASU requires income tax disclosures to include consistent categories and greater disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal, state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The update is effective for annual periods for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of adopting the updated provisions.
v3.24.3
Other Current Assets
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Current Assets Other Current Assets
Other current assets consisted of the following:
September 30, 2024December 31, 2023
Prepaid expenses$134.9 $145.4 
Marketable securities (Note 15)2.8 2.7 
Other (Note 17)90.6 127.8 
Total other current assets$228.2 $275.9 
v3.24.3
Goodwill
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill . Goodwill
Goodwill is allocated to our reporting units, which are an operating segment or one level below an operating segment. We test goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value.
As discussed above in Note 1, “Significant Accounting and Reporting Policies,” we reorganized certain operations of our business during the first quarter of 2024, which resulted in changes to the expected cash flows for certain reporting units. As a result, we reallocated all of the goodwill from the Consumer Interactive segment to the U.S. Markets segment and also reallocated a portion of the goodwill from the U.S. Markets segment to certain reporting units in the International segment, including the United Kingdom reporting unit, using the relative fair value allocation approach as reflected in the tables below. We assessed the recoverability of the goodwill of the impacted reporting units before and after the reallocation and concluded there was no impairment to goodwill for any of the reporting units impacted by the reorganization. As of March 31, 2024, the fair value of our United Kingdom reporting unit was marginally greater than its carrying value as a result of the impairment recorded in the three months ended September 30, 2023, and the re-allocation of goodwill from the segment reorganization discussed above.
We believe the assumptions that we used in our impairment assessment for our United Kingdom reporting unit in the first quarter of 2024 are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such assumptions are inherently uncertain, and a change in assumptions could change the estimated fair value of our United Kingdom reporting unit. Therefore, future impairments of our United Kingdom reporting unit could be required, which could be material to the consolidated financial statements.
Aside from the segment reorganization in the first quarter of 2024 discussed above, there have been no triggering events during the nine months ended September 30, 2024 that have required us to re-evaluate whether any of our reporting units were impaired.
Goodwill allocated to our reportable segments and changes in the carrying amount of goodwill during the nine months ended September 30, 2024, consisted of the following:
U.S. MarketsInternational
Consumer Interactive
Total
Balance, December 31, 2023$3,602.8 $894.1 $679.1 $5,176.0 
Reallocation of goodwill from segment reorganization
655.6 23.5 (679.1)— 
Foreign exchange rate adjustment0.3 8.2 — 8.5 
Balance, September 30, 2024
$4,258.7 $925.8 $— $5,184.5 
The gross and net goodwill balances at each period were as follows:
September 30, 2024December 31, 2023
Gross Goodwill
Accumulated Impairment
Net Goodwill
Gross Goodwill
Accumulated Impairment
Net Goodwill
U.S Markets
$4,258.7 $— $4,258.7 $3,602.8 $— $3,602.8 
International
1,339.8 (414.0)925.8 1,308.1 (414.0)894.1 
Consumer Interactive
— — — 679.1 — 679.1 
Total
$5,598.5 $(414.0)$5,184.5 $5,590.0 $(414.0)$5,176.0 
v3.24.3
Intangible Assets
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets . Intangible Assets
Intangible assets are initially recorded at their acquisition cost, at relative fair value if acquired as part of an asset acquisition, or at fair value if acquired as part of a business combination, and amortized over their estimated useful lives. Intangible assets consisted of the following:
 September 30, 2024December 31, 2023
GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Customer relationships$2,068.6 $(539.8)$1,528.8 $2,060.2 $(451.6)$1,608.6 
Internal use software2,349.0 (1,398.1)951.0 2,204.5 (1,239.7)964.8 
Database and credit files1,395.7 (907.4)488.3 1,372.2 (829.2)543.0 
Trademarks, copyrights and patents587.6 (200.0)387.7 587.7 (188.8)398.9 
Noncompete and other agreements11.7 (10.5)1.2 10.5 (10.5)— 
Total intangible assets$6,412.7 $(3,055.8)$3,356.9 $6,235.1 $(2,719.8)$3,515.3 
Changes in the carrying amount of intangible assets between periods consisted of the following: 
GrossAccumulated AmortizationNet
Balance, December 31, 2023$6,235.1 $(2,719.8)$3,515.3 
Developed internal use software151.7 — 151.7 
Acquired intangible assets5.5 — 5.5 
Amortization— (334.4)(334.4)
Disposals and retirements(13.8)13.5 (0.3)
Foreign exchange rate adjustment34.2 (15.1)19.1 
Balance, September 30, 2024
$6,412.7 $(3,055.8)$3,356.9 
All amortizable intangible assets are amortized on a straight-line basis, which approximates the pattern of benefit, over their estimated useful lives.
v3.24.3
Other Assets
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Assets Other Assets
Other assets consisted of the following:
September 30, 2024December 31, 2023
Investments in affiliated companies (Note 6)$292.3 $291.4 
Right-of-use lease assets (Note 8)57.5 98.9 
Interest rate swaps (Notes 10 and 15)93.4 162.3 
Note receivable (Note 15)87.8 82.0 
Other130.1 104.8 
Total other assets$661.1 $739.4 
Right-of-use lease assets decreased as a result of a lease termination during the three months ended September 30, 2024, see further discussion in Note 8, “Restructuring.”
v3.24.3
Investments in Affiliated Companies
 9 Months Ended
Sep. 30, 2024
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Equity Method Investments and Joint Ventures Disclosure Investments in Affiliated Companies
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours.
For equity method investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.
For our Cost Method Investments, we adjust the carrying value for any purchases or sales of our ownership interests, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar
investment of the same issuer. We record any dividends received from these investments as other income in non-operating income and expense.
We have elected to account for our investment in a limited partnership using the net asset value fair value practical expedient. Gains and losses on this investment are included in other income and expense in the Consolidated Statements of Operations.
Investments in affiliated companies consisted of the following:
September 30, 2024December 31, 2023
Cost Method Investments$241.8 $233.8 
Equity method investments
46.8 53.9 
Limited partnership investment
3.7 3.7 
Total investments in affiliated companies (Note 5)
$292.3 $291.4 
These balances are included in other assets in the Consolidated Balance Sheets. The increase in Cost Method Investments includes a $6.4 million gain on a Cost Method Investment in our International segment resulting from an observable price change for a similar investment of the same issuer.
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 September 30,Nine Months Ended September 30,
2024202320242023
Earnings from equity method investments (Note 16)$4.7 $3.7 $14.0 $11.7 
Dividends received from equity method investments— — 15.6 17.2 
v3.24.3
Other Current Liabilities
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Other Current Liabilities Other Current Liabilities
Other current liabilities consisted of the following:
September 30, 2024December 31, 2023
Accrued payroll and employee benefits$212.8 $216.2 
Accrued legal and regulatory matters (Note 17)110.5 147.8 
Deferred revenue (Note 12)134.3 125.1 
Accrued restructuring (Note 8)23.0 64.9
Operating lease liabilities (Note 8)23.2 26.2 
Income taxes payable19.4 10.2 
Other86.6 71.5 
Total other current liabilities$609.8 $661.8 
v3.24.3
Restructuring
 3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
On November 12, 2023, our Board of Directors (“Board”) approved a transformation plan to optimize our operating model and continue to advance our technology. The transformation plan includes an operating model optimization program that will eliminate certain roles, transition certain job responsibilities to global capability centers, and reduce our facility footprint. The Company expects to record pre-tax expenses associated with the operating model optimization program of approximately $155.0 million from the fourth quarter of 2023 through the end of 2025, consisting of approximately $110.0 million of employee separation expenses and $45.0 million of facility exit expenses, with a majority of the expenses to be incurred by the end of 2024. To date, we have incurred a total of $142.1 million, including $66.8 million recorded in the first nine months of 2024.
In July 2024, as part of the transformation plan, the Company entered into an agreement to terminate a facility lease with an effective date of July 31, 2024. The Company accounted for the agreement as a modification to the existing lease. The termination of the lease resulted in the payment of a $30.0 million early termination penalty during the three months ended September 30, 2024. The Company recognized a loss on early termination of the lease of $40.5 million, which includes expense of $12.4 million principally associated with leasehold improvements in connection with terminating the lease.
The following table summarizes the expenses recorded in the three and nine months ended September 30, 2024.
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Employee separation
$— $24.7 
Facility exit
40.5 42.1 
Total restructuring expenses
$40.5 $66.8 

The following table summarizes the changes in accrued restructuring during the nine months ended September 30, 2024, which are included in other current liabilities on the Consolidated Balance Sheets.
Employee Separation Costs
Balance, December 31, 2023$64.9 
   Restructuring expense
24.7 
   Cash payments
(66.5)
   Foreign exchange rate adjustment
(0.1)
Balance, September 30, 2024 (Note 7)
$23.0 

All restructuring expenses have been recorded in the Corporate unit, as these initiatives are predominantly centrally directed and controlled and are not included in internal measures of segment operating performance.
v3.24.3
Other Liabilities
 9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Other Liabilities Disclosure Other Liabilities
Other liabilities consisted of the following:
September 30, 2024December 31, 2023
Operating lease liabilities (Note 8)$43.0 $81.8 
Unrecognized tax benefits, net of indirect tax effects (Note 14)43.2 40.2 
Deferred revenue (Note 12)16.2 15.1 
Other17.8 16.1 
Total other liabilities$120.2 $153.2 
Operating lease liabilities decreased as a result of a lease termination during the nine months ended September 30, 2024, see further discussion in Note 8, “Restructuring.”
v3.24.3
Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt Disclosure Debt
Debt outstanding consisted of the following:
September 30, 2024December 31, 2023
Senior Secured Term Loan B-5, due in full at maturity (November 15, 2026), with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.70% at September 30, 2024 and 7.21% at December 31, 2023), net of original issue discount and deferred financing fees of $0.3 million and $1.0 million, respectively, at September 30, 2024, and of $1.9 million and $4.6 million, respectively, at December 31, 2023
$573.2 $2,179.4 
Senior Secured Term Loan A-4, payable in quarterly installments through June 24, 2029, with periodic variable interest at Term SOFR plus a credit spread adjustment (until the refinancing on June 24, 2024), or alternate base rate, plus applicable margin (6.35% at September 30, 2024 and 6.96% at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.5 million, respectively, at September 30, 2024, and of $0.4 million and $3.4 million, respectively, at December 31, 2023
1,279.9 1,296.1 
Senior Secured Term Loan B-8, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.60% at September 30, 2024), net of original issue discount and deferred financing fees of $4.2 million and $5.4 million, respectively, at September 30, 2024
1,486.6 — 
Senior Secured Term Loan B-7, payable in quarterly installments through December 1, 2028, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.85% at September 30, 2024), net of original issue discount and deferred financing fees of $7.1 million and $16.7 million, respectively, at September 30, 2024
1,861.7 — 
Senior Secured Term Loan B-6, refinanced with B-7 loans, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.72% at December 31, 2023) and original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023
— 1,864.8 
Finance leases— 0.1 
Senior Secured Revolving Credit Facility— — 
Total debt5,201.4 5,340.4 
Less short-term debt and current portion of long-term debt(66.5)(89.6)
Total long-term debt$5,134.9 $5,250.8 
Senior Secured Credit Facility
On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-8, Senior Secured Term Loan B-7, Senior Secured Term Loan B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility.
On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity date from December 10, 2024 to October 27, 2028.
On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses. In connection with the refinancing, we incurred incremental deferred financing fees of $4.7 million that will be amortized over the new loan term. Senior Secured Term Loan B-7 is a syndicated debt instrument. As a result of the refinancing, we repaid $257.1 million of principal to exiting lenders and to lenders where the refinancing resulted in a reduction in principal and received $264.1 million of proceeds from new lenders and additional principal from existing lenders.
On June 24, 2024, we executed Amendment No. 23 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-8 with an aggregate principal amount of $1.5 billion, the proceeds of which were used to repay a portion of Senior Secured Term Loan B-5. The maturity date of the Senior Secured Credit Facility and Senior Secured Term Loan A-4 were also extended from October 27, 2028 to June 24, 2029, subject to a springing maturity of 91 days prior to the
maturity date of certain long-term indebtedness, if, on such date, the principal amount of such indebtedness exceeds $250 million, and the credit spread adjustment was removed from the periodic interest rate for both instruments. In connection with the refinancing, we incurred incremental deferred financing fees of $8.7 million that will be amortized over the new loan terms. Senior Secured Term Loan B-8 is a syndicated debt instrument. As a result of the refinancing, we repaid $670.8 million of principal to exiting lenders and to lenders where the refinancing resulted in a reduction in principal and received $670.8 million of proceeds from new lenders and additional principal from existing lenders.
In connection with these refinancings, during the nine months ended September 30, 2024, we expensed $8.9 million of the unamortized original issue discount, deferred financing fees, and other related fees to other income and expense in the Consolidated Statements of Operations.
During the three and nine months ended September 30, 2024, we prepaid $25.0 million and $105.0 million, respectively, of our Senior Secured Term Loan B-5, funded from cash-on-hand, and expensed $0.1 million and $0.3 million, respectively, of the unamortized original issue discount and deferred financing fees, to other income and expense in the Consolidated Statements of Operations.
During the three and nine months ended September 30, 2023, we prepaid $75.0 million and $225.0 million, respectively, of our Senior Secured Term Loan B-6, funded from cash-on-hand. As a result, we expensed $1.0 million and $3.1 million, respectively, of the unamortized original issue discount and deferred financing fees to other income and expense in our Consolidated Statements of Operations.
As of September 30, 2024, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit, and could have borrowed up to the remaining $598.8 million available.
TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, 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. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2024, we were in compliance with all debt covenants.
Interest Rate Hedging
In September 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commence on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $400.0 million that amortizes each quarter beginning in the first quarter 2025. The swaps require us to pay fixed rates varying between 3.0650% and 3.1495% 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 November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,285.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,556.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on June 30, 2022, and expire on June 30, 2025, with a current aggregate notional amount of $1,065.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
The net change in the fair value of our hedging instruments included in our assessment of hedge effectiveness is recorded in other comprehensive income, and is reclassified to interest expense when the corresponding hedged interest affects earnings. The table below summarizes the changes in our hedging instruments and the impact on other comprehensive income.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net gain / (loss) on fair value of swaps recorded to other comprehensive income, gross$(63.6)$2.0 $(68.9)$(2.7)
Net gain / (loss) on fair value of swaps recorded to other comprehensive income, net of tax(47.7)1.5 (51.7)(2.0)
Gain on swaps reclassified to interest expense, gross30.9 30.8 92.8 81.1 
Gain on swaps reclassified to interest expense, net of tax recorded to income tax expense23.2 23.1 69.6 60.9 
We expect to recognize a gain of approximately $77.2 million as a reduction to interest expense due to our expectation that the variable rate that we receive will exceed the fixed rates of interest over the next twelve months.
Fair Value of Debt
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. All fair value amounts in the table below, as of the indicated dates, exclude original issue discounts and deferred fees.
September 30, 2024December 31, 2023
Fair value of Senior Secured Term Loan B-5$568.0 $2,191.5 
Fair value of Senior Secured Term Loan A-41,262.9 1,291.9 
Fair value of Senior Secured Term Loan B-81,495.3 — 
Fair value of Senior Secured Term Loan B-71,886.7 — 
Fair value of Senior Secured Term Loan B-6— 1,895.1 
Fair value of Senior Secured Term Loans$5,212.9 $5,378.5 
v3.24.3
Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Equity, Attributable to Parent [Abstract]  
Stockholders' Equity Note Disclosure Stockholders’ Equity
Common Stock Dividends
In the first, second and third quarter of 2024, we paid dividends of $0.105 per share totaling $20.8 million, $20.4 million and $20.9 million, respectively. In the first, second and third quarters of 2023, we paid dividends of $0.105 per share totaling $20.8 million, $20.8 million, and $20.5 million, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest.
Any determination to pay dividends in the future will be at the discretion of our Board and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board.
Treasury Stock
On February 13, 2017, our Board authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our Board removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.
We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
For the three months ended September 30, 2024 and 2023, 0.6 million and 0.3 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. For the nine months ended September 30, 2024 and 2023, 1.0 million and 0.7 million outstanding employee restricted stock units vested and became taxable to the employees, respectively. Employees satisfy their payroll tax withholding obligations in a net share settlement arrangement with the Company that is recorded as treasury stock.
Preferred Stock
As of September 30, 2024 and December 31, 2023, we had 100.0 million shares of preferred stock authorized, and no preferred stock issued or outstanding.
v3.24.3
Revenue
 9 Months Ended
Sep. 30, 2024
Revenue [Abstract]  
Revenue Revenue
We have contracts with two general groups of performance obligations: Stand Ready Performance Obligations and Other Performance Obligations. Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.
Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to and adjust any estimates as facts and circumstances evolve.
For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts 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 to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.
Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.
Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of September 30, 2024 and December 31, 2023.
As most of our contracts with customers have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31, 2023 current deferred revenue balance as revenue during 2024. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years.
We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. As of September 30, 2024, the aggregate amount of transaction price attributable to future performance obligations for long-term, non-cancelable contracts, excluding variable components, totals approximately $670 million. We expect to recognize approximately 55% of this amount in the twelve months ending September 30, 2025, 30% in the twelve months ending September 30, 2026 and 15% thereafter.
For additional disclosures about the disaggregation of our revenue see Note 16, “Reportable Segments.”
v3.24.3
Earnings Per Share
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share 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 September 30, 2024 and 2023, there were less than 0.1 million and 1.3 million anti-dilutive weighted stock-based awards outstanding, respectively. As of September 30, 2024 and 2023, there were approximately 0.2 million and 0.5 million, respectively, contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, because the contingencies had not been met.
Income from continuing operations attributable to TransUnion and basic and diluted weighted average shares outstanding were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Income (loss) from continuing operations$71.9 $(313.9)$231.6 $(199.6)
Less: income from continuing operations attributable to noncontrolling interests(3.9)(4.3)(13.4)(11.9)
Income (loss) from continuing operations attributable to TransUnion$68.0 $(318.3)$218.2 $(211.5)
Weighted-average shares outstanding:
Basic194.6 193.4 194.3 193.3 
Dilutive impact of stock based awards2.4 — 2.0 — 
Diluted197.0 193.4 196.3 193.3 
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
For the three months ended September 30, 2024, we reported an effective tax rate of 25.7%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, jurisdictional mix of income, and uncertain tax positions, partially offset by benefits from the research and development credit.
For the nine months ended September 30, 2024, we reported an effective tax rate of 22.9%, which was higher than the 21.0% U.S. federal corporate statutory rate primarily due to foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions, partially offset by benefits from the research and development credit and the remeasurement of deferred taxes due to changes in state apportionment rates.
For the three and nine months ended September 30, 2023, we reported an effective tax rate of (7.6)% and (43.1)%, respectively, which was lower than the 21.0% U.S. federal corporate statutory rate primarily due to the impact of non-deductible goodwill impairment.
The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $48.5 million as of September 30, 2024, and $45.0 million as of December 31, 2023. The amounts that would affect the effective tax rate if recognized were $37.5 million as of September 30, 2024 and $34.5 million as of December 31, 2023. We classify interest and penalties as income tax expense in the Consolidated Statements of Operations and their associated liabilities as other liabilities in the Consolidated Balance Sheets. Interest and penalties on unrecognized tax benefits were $17.9 million as of September 30, 2024 and $14.0 million as of December 31, 2023. 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. Tax years 2009 and forward remain open for examination in some foreign jurisdictions, 2012 and forward for U.S. federal income tax purposes and 2015 and forward in some state jurisdictions.
v3.24.3
Fair Value
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2024:
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 5 and 10)$93.4 $— $93.4 $— 
Note receivable (Note 5)87.8 — 87.8 — 
Available-for-sale marketable securities (Note 2)
2.8 — 2.8 — 
Total$184.0 $— $184.0 $— 
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2023:
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 5 and 10)$162.3 $— $162.3 $— 
Note receivable (Note 5)82.0 — 82.0 — 
Available-for-sale marketable securities (Note 2)
2.7 — 2.7 — 
Total$247.0 $— $247.0 $— 
Level 2 instruments consist of foreign exchange-traded corporate bonds, interest rate swaps and notes receivable. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair values are determined using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the swaps. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As discussed in Note 10, “Debt,” there are three tranches of interest rate swaps. In December 2022, we sold the non-core businesses acquired in our acquisition of Verisk Financial Services (“VF”). A portion of the consideration was in the form of a $72.0 million note receivable. The note receivable accrues interest semiannually at a per annum rate of 10.6%; both the principal and accrued interest are payable at maturity. The note matures on June 30, 2025, subject to an option of the note issuer
to extend the maturity date for two successive terms of three months each, at an increased rate of interest at each extension, and is classified as long-term until there is certainty regarding the timing of repayment. The note was initially recorded at fair value of $70.3 million using an income approach for fixed income securities, where contractual cash flows were discounted to present value at a risk-adjusted rate of return in a lattice model framework. The fair value of the note is determined each period by applying the same approach, considering changes to the risk-adjusted rate of return given observed changes to the interest rate environment, market pricing of credit risk, and issuer-specific credit risk.
v3.24.3
Reportable Segments
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting Disclosure Reportable Segments
As discussed in Note 1, “Significant Accounting and Reporting Policies,” during the first quarter of 2024, we reorganized our operations into two operating segments, U.S. Markets and International, and the Corporate unit, which provides support services to each of the segments. The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the CODM assesses the Company’s performance. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our segments. 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 and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
The segment financial information below has been recast to conform to our current operating structure as discussed in Note 1, “Significant Accounting and Reporting Policies” and Note 3, “Goodwill.” The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note 12, “Revenue.”
The following is a more detailed description of our reportable segments and the Corporate unit:
U.S. Markets
The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft. We report disaggregated revenue of our U.S. Markets segment for Financial Services, Emerging Verticals and Consumer Interactive.
•Financial Services: The Financial Services vertical consists of our Consumer Lending, Mortgage, Auto and Card and Banking lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.
•Emerging Verticals: Emerging Verticals include Insurance, Tech, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, and Public Sector. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions.
•Consumer Interactive: Consumer Interactive provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services include paid and free credit reports, scores and freezes, credit monitoring, identity protection and resolution, and financial management for consumers. This vertical 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 vertical serves consumers through both direct and indirect channels.
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 and solutions 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 vertical in our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.
We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.
Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Selected segment financial information and disaggregated revenue consisted of the following:
 Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gross Revenue:
U.S. Markets:
Financial Services$367.2 $313.7 $1,077.6 $949.6 
Emerging Verticals307.2 297.3 913.1 877.9 
Consumer Interactive173.7 143.1 455.1 429.4 
Total U.S. Markets$848.1 $754.0 $2,445.9 $2,256.9 
International:
Canada$39.4 $36.9 $115.9 $103.9 
Latin America33.5 31.2 100.9 90.2 
United Kingdom57.8 54.5 168.6 160.7 
Africa17.1 15.2 48.0 44.3 
India68.2 56.1 202.8 161.8 
Asia Pacific25.6 23.1 77.1 67.9 
Total International$241.6 $217.1 $713.3 $628.9 
Total revenue, gross$1,089.6 $971.2 $3,159.2 $2,885.8 
Intersegment revenue eliminations:
U.S. Markets$(2.8)$(1.0)$(7.4)$(4.6)
International(1.9)(1.5)(4.8)(4.3)
Total intersegment eliminations$(4.7)$(2.5)$(12.3)$(8.9)
Total revenue as reported$1,085.0 $968.7 $3,147.0 $2,876.9 
A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
U.S. Markets Adjusted EBITDA$319.9 $293.7 $920.9 $850.9 
International Adjusted EBITDA110.5 97.0 318.1 271.0 
Total$430.4 $390.6 $1,239.0 $1,121.9 
Adjustments to reconcile to income (loss) from continuing operations before income taxes:
Corporate expenses1
$(36.7)$(34.5)$(110.6)$(104.3)
Net interest expense(58.9)(67.8)(183.3)(202.1)
Depreciation and amortization(133.6)(131.3)(400.5)(391.1)
Stock-based compensation
(33.8)(27.0)(85.7)(73.3)
Goodwill impairment2
— (414.0)— (414.0)
Mergers and acquisitions, divestitures and business optimization3
(7.3)6.0 (17.1)(24.5)
Accelerated technology investment4
(21.8)(16.3)(58.6)(53.5)
Operating model optimization program5
(47.3)— (86.4)— 
Net other6
2.0 (1.8)(9.7)(10.6)
Net income attributable to non-controlling interests3.9 4.3 13.4 11.9 
Total adjustments$(333.6)$(682.3)$(938.4)$(1,261.4)
Income (loss) from continuing operations before income taxes
$96.8 $(291.7)$300.5 $(139.5)
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.For the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
3.Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with exploratory or executed strategic transactions.
4.Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure.
5.Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses.
6.Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses.

Earnings (loss) from equity method investments included in non-operating income and expense was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
U.S. Markets$— $(0.3)$0.1 $0.7 
International4.7 4.0 13.9 10.9 
Total (Note 6)
$4.7 $3.7 $14.0 $11.7 
v3.24.3
Contingencies
 9 Months Ended
Sep. 30, 2024
Contingencies [Abstract]  
Contingencies Disclosure Contingencies
Legal and Regulatory Matters
We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection
or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance.
In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal investigations and inquiries by regulators, we sometimes receive civil investigative demands, requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because damages or penalties have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims, threatened or pending, against us in legal and regulatory matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that has been asserted against us, other than the matters with the Consumer Financial Protection Bureau (the “CFPB”) referenced below, that would not have some level of coverage by insurance after the relevant deductible, if any, is met.
As of September 30, 2024 and December 31, 2023, we have accrued $110.5 million and $147.8 million, respectively, for legal and regulatory matters. These amounts were recorded in other accrued liabilities in the Consolidated Balance Sheets and the associated expenses were recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
CFPB Matters
In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleged that we failed to comply with and timely implement a consent order issued by the CFPB in January 2017 (the “2017 Consent Order”), and further alleged additional violations related to Consumer Interactive’s marketing practices. On September 27, 2021, the Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order, engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the TransUnion Credit Monitoring product and diverted consumers from their free annual file disclosure into paid subscription products. The CFPB further alleges that Mr. Danaher violated the 2017 Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the 2017 Consent Order and the law. We continue to believe that our marketing practices are lawful and appropriate and that we have been, and remain, in compliance with the 2017 Consent Order, and we will vigorously defend against allegations to the contrary in such proceedings. We continue to be in active litigation on this matter.
As of September 30, 2024 and December 31, 2023, we have accrued $56.0 million in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material
adverse effect on our results of operations and financial condition. However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we have and will continue to incur increased costs litigating this matter.
In March 2024, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our dispute handling practices and procedures. The NORA letter alleges that Trans Union LLC violated the Fair Credit Reporting Act’s requirements to conduct a reasonable reinvestigation of disputed information and follow reasonable procedures to assure maximum possible accuracy of the information in consumer reports, and the Consumer Financial Protection Act’s prohibition of unfair, deceptive, and abusive acts or practices. On July 12, 2024, the CFPB Enforcement Division advised us that it had obtained authority to pursue an enforcement action against us seeking specific injunctive relief provisions and civil money penalties. We are currently in discussions with the CFPB regarding this matter, including that our ability to make proposed changes to certain dispute handling processes is dependent on the participation of other consumer reporting agencies, data furnishers and industry participants. We cannot provide assurance that the CFPB will not ultimately commence a lawsuit against us in this matter, nor are we able to predict the likely outcome of this matter, which could have a material adverse effect on our results of operations and financial condition. We are not able to reasonably estimate our potential loss or range of loss related to this matter.
Argus Department of Justice Matter
We settled a matter with the civil division of the United States Attorney’s Office for the Eastern District of Virginia. This matter pertained to alleged conduct, related to Argus’s use of certain data it collected under certain government contracts, that commenced before our acquisition of VF, including Argus, in April 2022. Together with Verisk Analytics, Inc. (the “Seller”), we finalized a $37.0 million settlement (the “Settlement”) with the Department of Justice (“DOJ”). Under the stock purchase agreement Trans Union LLC entered into with the Seller pursuant to which we acquired VF, including Argus, the Seller agreed to indemnify us for certain losses with respect to this matter, including all losses directly resulting from any settlement agreement with the DOJ in connection with this matter, including civil money penalties, remediation costs and fees and expenses. During the three months ended March 31, 2024, the Settlement was paid in full to the DOJ and the indemnification receivable was collected.
v3.24.3
Accumulated Other Comprehensive Loss
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss
The following tables set forth the changes in each component of accumulated other comprehensive loss, net of tax, as of September 30, 2024 and 2023:
Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2023$(383.4)$122.0 $0.2 $(260.9)
Change(10.2)8.3 — (1.9)
Balance, March 31, 2024$(393.6)$130.3 $0.2 $(262.8)
Change(20.7)(12.3)— (33.0)
Balance, June 30, 2024$(414.2)$118.0 $0.2 $(295.8)
Change53.9 (47.7)0.1 6.3 
Balance, September 30, 2024$(360.3)$70.3 $0.3 $(289.5)
Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2022
$(463.5)$178.6 $0.2 $(284.5)
Change37.9 (35.6)— 2.3 
Balance, March 31, 2023
$(425.6)$143.0 $0.2 $(282.2)
Change47.6 32.1 (0.1)79.6 
Balance, June 30, 2023
$(378.0)$175.1 $0.1 $(202.6)
Change(49.2)1.5 — (47.8)
Balance, September 30, 2023
$(427.2)$176.6 $0.1 $(250.4)
v3.24.3
Revision of Previously Issued Financial Statements
 9 Months Ended
Sep. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
Revision of Previously Issued Financial Statements Revision of Previously Issued Financial Statements
As discussed in Note 1, “Significant Accounting and Reporting Policies,” the Company identified errors in the classification of certain expenses between cost of services and selling, general and administrative in the Consolidated Statements of Operations. A summary of the corrections to the impacted financial statement line items of the Company’s previously issued Consolidated Statement of Operations filed in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended September 30, 2023, are as follows:
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
As Reported
AdjustmentAs Revised
As Reported
AdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$344.8 $24.0 $368.8 $1,073.2 $63.6 $1,136.8 
Selling, general and administrative314.8 (24.0)290.8 931.3 (63.6)867.7 
Total operating expenses1,205.0 — 1,205.0 2,809.6 — 2,809.6 
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 68.0 $ (318.8) $ 218.2 $ (212.2)
v3.24.3
Insider Trading Arrangements
shares in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
shares
Sep. 30, 2024
shares
Steven M. Chaouki [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement   On August 8, 2024, Steven M. Chaouki, President, U.S. Markets, adopted a Rule 10b5-1 trading arrangement (“10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 11,000 shares of the Company’s common stock until July 3, 2025.
Name Steven M. Chaouki  
Title President, U.S. Markets  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 8, 2024  
Expiration Date July 3, 2025  
Arrangement Duration 329 days  
Aggregate Available 11 11
George M. Awad [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement   On August 19, 2024, George M. Awad, Director, adopted a 10b5-1 Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 24,000 shares of the Company’s common stock until August 15, 2025.
Name George M. Awad  
Title Director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 19, 2024  
Expiration Date August 15, 2025  
Arrangement Duration 361 days  
Aggregate Available 24 24
v3.24.3
Significant Accounting and Reporting Policies (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for a fair statement of the interim periods presented. All intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The interim results presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The Company’s Consolidated Balance Sheet data for the year ended December 31, 2023 was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024.
During the first quarter of 2024, we reorganized our operations to merge our Consumer Interactive operating segment with our U.S. Markets operating segment. This change aligns with our transformation plan for an integrated U.S. business with increased cross-selling activities and common enabling functions to achieve greater cost efficiencies. In addition, we changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment.
As a result, we have two operating segments, U.S. Markets and International, which are consistent with our reportable segments, and reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner in which the chief operating decision maker assesses the Company’s performance.
The reporting of certain revenue from the acquisition of Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively, “Argus”), which was previously reported within our Financial Services vertical, is now reported in Emerging Verticals in the U.S. Markets operating segment. While this change does not impact our operating segments, it does impact our disaggregated revenue disclosures.
We have recast our historical financial information presented in this Quarterly Report on Form 10-Q to reflect these changes and conform to our current operating structure.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Revision of Previously Issued Financial Statements
During 2023, the Company identified errors in the classification of certain costs between cost of services and selling, general and administrative in the Consolidated Statements of Operations. The errors resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts to previously issued quarterly and year-to-date financial statements in 2023, with no impact to total operating expenses, operating income or net income, and no impact on the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Stockholder’s Equity for any of those periods. The Company concluded that, while the expense classification errors were not material to any of its financial statements taken as a whole, it should revise the Consolidated Statements of Operations for the periods impacted. Accordingly, the Company has revised the previously issued Consolidated Statements of Operations for the three and nine months ended September 30, 2023 to correct for the errors as reflected in this Form 10-Q. A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Operations for each affected period is presented in Note 19, “Revision of Previously Issued Financial Statements.”
Principles of Consolidation
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.
Use of Estimates, Policy
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
Accounts Receivable
Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes.
The following is a roll-forward of the allowance for doubtful accounts for the periods presented:
 Nine Months Ended September 30,
20242023
Beginning balance$16.4 $11.0 
Provision for losses on trade accounts receivable11.6 4.5 
Write-offs, net of recovered accounts(9.8)(0.4)
Ending balance$18.2 $15.1 
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
There are no recent accounting pronouncements that have been adopted by TransUnion in the third quarter of 2024.
Recent Accounting Pronouncements Not Yet Adopted
Recent Accounting Pronouncements Not Yet Adopted
On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This ASU updates the requirements for segment reporting to include, among other things, disaggregating and quantifying significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit, describing the nature of amounts not separately disaggregated, allowing for additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources, and extending nearly all annual segment reporting requirements to quarterly reporting requirements. The update is effective for annual periods for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application. The Company does not expect the adoption of the new guidance to have a material impact on its consolidated financial statements other than expanded footnote disclosure.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This ASU requires income tax disclosures to include consistent categories and greater disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal, state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The update is effective for annual periods for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of adopting the updated provisions.
v3.24.3
Significant Accounting and Reporting Policies Allowance for Doubtful Accounts (Tables)
 9 Months Ended
Sep. 30, 2024
Allowance for Doubtful Accounts [Abstract]  
Accounts Receivable, Allowance for Credit Loss
The following is a roll-forward of the allowance for doubtful accounts for the periods presented:
 Nine Months Ended September 30,
20242023
Beginning balance$16.4 $11.0 
Provision for losses on trade accounts receivable11.6 4.5 
Write-offs, net of recovered accounts(9.8)(0.4)
Ending balance$18.2 $15.1 
v3.24.3
Other Current Assets (Tables)
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Current Assets
Other current assets consisted of the following:
September 30, 2024December 31, 2023
Prepaid expenses$134.9 $145.4 
Marketable securities (Note 15)2.8 2.7 
Other (Note 17)90.6 127.8 
Total other current assets$228.2 $275.9 
v3.24.3
Goodwill (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Goodwill allocated to our reportable segments and changes in the carrying amount of goodwill during the nine months ended September 30, 2024, consisted of the following:
U.S. MarketsInternational
Consumer Interactive
Total
Balance, December 31, 2023$3,602.8 $894.1 $679.1 $5,176.0 
Reallocation of goodwill from segment reorganization
655.6 23.5 (679.1)— 
Foreign exchange rate adjustment0.3 8.2 — 8.5 
Balance, September 30, 2024
$4,258.7 $925.8 $— $5,184.5 
The gross and net goodwill balances at each period were as follows:
September 30, 2024December 31, 2023
Gross Goodwill
Accumulated Impairment
Net Goodwill
Gross Goodwill
Accumulated Impairment
Net Goodwill
U.S Markets
$4,258.7 $— $4,258.7 $3,602.8 $— $3,602.8 
International
1,339.8 (414.0)925.8 1,308.1 (414.0)894.1 
Consumer Interactive
— — — 679.1 — 679.1 
Total
$5,598.5 $(414.0)$5,184.5 $5,590.0 $(414.0)$5,176.0 
v3.24.3
Intangible Assets (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets Intangible assets consisted of the following:
 September 30, 2024December 31, 2023
GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Customer relationships$2,068.6 $(539.8)$1,528.8 $2,060.2 $(451.6)$1,608.6 
Internal use software2,349.0 (1,398.1)951.0 2,204.5 (1,239.7)964.8 
Database and credit files1,395.7 (907.4)488.3 1,372.2 (829.2)543.0 
Trademarks, copyrights and patents587.6 (200.0)387.7 587.7 (188.8)398.9 
Noncompete and other agreements11.7 (10.5)1.2 10.5 (10.5)— 
Total intangible assets$6,412.7 $(3,055.8)$3,356.9 $6,235.1 $(2,719.8)$3,515.3 
Changes in the carrying amount of intangible assets between periods consisted of the following: 
GrossAccumulated AmortizationNet
Balance, December 31, 2023$6,235.1 $(2,719.8)$3,515.3 
Developed internal use software151.7 — 151.7 
Acquired intangible assets5.5 — 5.5 
Amortization— (334.4)(334.4)
Disposals and retirements(13.8)13.5 (0.3)
Foreign exchange rate adjustment34.2 (15.1)19.1 
Balance, September 30, 2024
$6,412.7 $(3,055.8)$3,356.9 
v3.24.3
Other Assets (Tables)
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other assets
Other assets consisted of the following:
September 30, 2024December 31, 2023
Investments in affiliated companies (Note 6)$292.3 $291.4 
Right-of-use lease assets (Note 8)57.5 98.9 
Interest rate swaps (Notes 10 and 15)93.4 162.3 
Note receivable (Note 15)87.8 82.0 
Other130.1 104.8 
Total other assets$661.1 $739.4 
v3.24.3
Investments in Affiliated Companies (Tables)
 9 Months Ended
Sep. 30, 2024
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Investments in and Advances to Affiliates
Investments in affiliated companies consisted of the following:
September 30, 2024December 31, 2023
Cost Method Investments$241.8 $233.8 
Equity method investments
46.8 53.9 
Limited partnership investment
3.7 3.7 
Total investments in affiliated companies (Note 5)
$292.3 $291.4 
Schedule Of Equity Investments Income Statement Information
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 September 30,Nine Months Ended September 30,
2024202320242023
Earnings from equity method investments (Note 16)$4.7 $3.7 $14.0 $11.7 
Dividends received from equity method investments— — 15.6 17.2 
v3.24.3
Other Current Liabilities (Tables)
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Other Current Liabilities
Other current liabilities consisted of the following:
September 30, 2024December 31, 2023
Accrued payroll and employee benefits$212.8 $216.2 
Accrued legal and regulatory matters (Note 17)110.5 147.8 
Deferred revenue (Note 12)134.3 125.1 
Accrued restructuring (Note 8)23.0 64.9
Operating lease liabilities (Note 8)23.2 26.2 
Income taxes payable19.4 10.2 
Other86.6 71.5 
Total other current liabilities$609.8 $661.8 
v3.24.3
Restructuring (Tables)
 3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Expenses
The following table summarizes the expenses recorded in the three and nine months ended September 30, 2024.
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Employee separation
$— $24.7 
Facility exit
40.5 42.1 
Total restructuring expenses
$40.5 $66.8 
Schedule of Changes in Accrued Restructuring
The following table summarizes the changes in accrued restructuring during the nine months ended September 30, 2024, which are included in other current liabilities on the Consolidated Balance Sheets.
Employee Separation Costs
Balance, December 31, 2023$64.9 
   Restructuring expense
24.7 
   Cash payments
(66.5)
   Foreign exchange rate adjustment
(0.1)
Balance, September 30, 2024 (Note 7)
$23.0 
v3.24.3
Other Liabilities (Tables)
 9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Other Noncurrent Liabilities
Other liabilities consisted of the following:
September 30, 2024December 31, 2023
Operating lease liabilities (Note 8)$43.0 $81.8 
Unrecognized tax benefits, net of indirect tax effects (Note 14)43.2 40.2 
Deferred revenue (Note 12)16.2 15.1 
Other17.8 16.1 
Total other liabilities$120.2 $153.2 
v3.24.3
Debt (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt outstanding
Debt outstanding consisted of the following:
September 30, 2024December 31, 2023
Senior Secured Term Loan B-5, due in full at maturity (November 15, 2026), with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.70% at September 30, 2024 and 7.21% at December 31, 2023), net of original issue discount and deferred financing fees of $0.3 million and $1.0 million, respectively, at September 30, 2024, and of $1.9 million and $4.6 million, respectively, at December 31, 2023
$573.2 $2,179.4 
Senior Secured Term Loan A-4, payable in quarterly installments through June 24, 2029, with periodic variable interest at Term SOFR plus a credit spread adjustment (until the refinancing on June 24, 2024), or alternate base rate, plus applicable margin (6.35% at September 30, 2024 and 6.96% at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.5 million, respectively, at September 30, 2024, and of $0.4 million and $3.4 million, respectively, at December 31, 2023
1,279.9 1,296.1 
Senior Secured Term Loan B-8, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.60% at September 30, 2024), net of original issue discount and deferred financing fees of $4.2 million and $5.4 million, respectively, at September 30, 2024
1,486.6 — 
Senior Secured Term Loan B-7, payable in quarterly installments through December 1, 2028, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.85% at September 30, 2024), net of original issue discount and deferred financing fees of $7.1 million and $16.7 million, respectively, at September 30, 2024
1,861.7 — 
Senior Secured Term Loan B-6, refinanced with B-7 loans, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.72% at December 31, 2023) and original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023
— 1,864.8 
Finance leases— 0.1 
Senior Secured Revolving Credit Facility— — 
Total debt5,201.4 5,340.4 
Less short-term debt and current portion of long-term debt(66.5)(89.6)
Total long-term debt$5,134.9 $5,250.8 
v3.24.3
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted asic and diluted weighted average shares outstanding were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Income (loss) from continuing operations$71.9 $(313.9)$231.6 $(199.6)
Less: income from continuing operations attributable to noncontrolling interests(3.9)(4.3)(13.4)(11.9)
Income (loss) from continuing operations attributable to TransUnion$68.0 $(318.3)$218.2 $(211.5)
Weighted-average shares outstanding:
Basic194.6 193.4 194.3 193.3 
Dilutive impact of stock based awards2.4 — 2.0 — 
Diluted197.0 193.4 196.3 193.3 
v3.24.3
Fair Value (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Financial Instruments Measured At Fair Value, on Recurring Basis
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2024:
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 5 and 10)$93.4 $— $93.4 $— 
Note receivable (Note 5)87.8 — 87.8 — 
Available-for-sale marketable securities (Note 2)
2.8 — 2.8 — 
Total$184.0 $— $184.0 $— 
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2023:
TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 5 and 10)$162.3 $— $162.3 $— 
Note receivable (Note 5)82.0 — 82.0 — 
Available-for-sale marketable securities (Note 2)
2.7 — 2.7 — 
Total$247.0 $— $247.0 $— 
v3.24.3
Reportable Segments (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Selected Segment Financial Information and Disaggregated Revenue
Selected segment financial information and disaggregated revenue consisted of the following:
 Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gross Revenue:
U.S. Markets:
Financial Services$367.2 $313.7 $1,077.6 $949.6 
Emerging Verticals307.2 297.3 913.1 877.9 
Consumer Interactive173.7 143.1 455.1 429.4 
Total U.S. Markets$848.1 $754.0 $2,445.9 $2,256.9 
International:
Canada$39.4 $36.9 $115.9 $103.9 
Latin America33.5 31.2 100.9 90.2 
United Kingdom57.8 54.5 168.6 160.7 
Africa17.1 15.2 48.0 44.3 
India68.2 56.1 202.8 161.8 
Asia Pacific25.6 23.1 77.1 67.9 
Total International$241.6 $217.1 $713.3 $628.9 
Total revenue, gross$1,089.6 $971.2 $3,159.2 $2,885.8 
Intersegment revenue eliminations:
U.S. Markets$(2.8)$(1.0)$(7.4)$(4.6)
International(1.9)(1.5)(4.8)(4.3)
Total intersegment eliminations$(4.7)$(2.5)$(12.3)$(8.9)
Total revenue as reported$1,085.0 $968.7 $3,147.0 $2,876.9 
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated
A reconciliation of Segment Adjusted EBITDA to income from continuing operations before income taxes for the periods presented is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
U.S. Markets Adjusted EBITDA$319.9 $293.7 $920.9 $850.9 
International Adjusted EBITDA110.5 97.0 318.1 271.0 
Total$430.4 $390.6 $1,239.0 $1,121.9 
Adjustments to reconcile to income (loss) from continuing operations before income taxes:
Corporate expenses1
$(36.7)$(34.5)$(110.6)$(104.3)
Net interest expense(58.9)(67.8)(183.3)(202.1)
Depreciation and amortization(133.6)(131.3)(400.5)(391.1)
Stock-based compensation
(33.8)(27.0)(85.7)(73.3)
Goodwill impairment2
— (414.0)— (414.0)
Mergers and acquisitions, divestitures and business optimization3
(7.3)6.0 (17.1)(24.5)
Accelerated technology investment4
(21.8)(16.3)(58.6)(53.5)
Operating model optimization program5
(47.3)— (86.4)— 
Net other6
2.0 (1.8)(9.7)(10.6)
Net income attributable to non-controlling interests3.9 4.3 13.4 11.9 
Total adjustments$(333.6)$(682.3)$(938.4)$(1,261.4)
Income (loss) from continuing operations before income taxes
$96.8 $(291.7)$300.5 $(139.5)
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.For the three and nine months ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
3.Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with exploratory or executed strategic transactions.
4.Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure.
5.Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses.
6.Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses.
Earnings Losses From Equity Method Investments By Segment Included In Other Income And Expense
Earnings (loss) from equity method investments included in non-operating income and expense was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
U.S. Markets$— $(0.3)$0.1 $0.7 
International4.7 4.0 13.9 10.9 
Total (Note 6)
$4.7 $3.7 $14.0 $11.7 
v3.24.3
Accumulated Other Comprehensive Loss (Tables)
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
The following tables set forth the changes in each component of accumulated other comprehensive loss, net of tax, as of September 30, 2024 and 2023:
Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2023$(383.4)$122.0 $0.2 $(260.9)
Change(10.2)8.3 — (1.9)
Balance, March 31, 2024$(393.6)$130.3 $0.2 $(262.8)
Change(20.7)(12.3)— (33.0)
Balance, June 30, 2024$(414.2)$118.0 $0.2 $(295.8)
Change53.9 (47.7)0.1 6.3 
Balance, September 30, 2024$(360.3)$70.3 $0.3 $(289.5)
Foreign Currency
Translation
Adjustment
Net Unrealized
(Loss)/Gain
On Hedges
Net Unrealized
Gain/(Loss) On 
Available-for-sale
Securities		Accumulated Other
Comprehensive Loss
Balance, December 31, 2022
$(463.5)$178.6 $0.2 $(284.5)
Change37.9 (35.6)— 2.3 
Balance, March 31, 2023
$(425.6)$143.0 $0.2 $(282.2)
Change47.6 32.1 (0.1)79.6 
Balance, June 30, 2023
$(378.0)$175.1 $0.1 $(202.6)
Change(49.2)1.5 — (47.8)
Balance, September 30, 2023
$(427.2)$176.6 $0.1 $(250.4)
v3.24.3
Revision of Previously Issued Financial Statements (Tables)
 9 Months Ended
Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
Schedule of Corrections to Impacted Financial Statements A summary of the corrections to the impacted financial statement line items of the Company’s previously issued Consolidated Statement of Operations filed in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended September 30, 2023, are as follows:
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
As Reported
AdjustmentAs Revised
As Reported
AdjustmentAs Revised
Cost of services (exclusive of depreciation and amortization)$344.8 $24.0 $368.8 $1,073.2 $63.6 $1,136.8 
Selling, general and administrative314.8 (24.0)290.8 931.3 (63.6)867.7 
Total operating expenses1,205.0 — 1,205.0 2,809.6 — 2,809.6 
v3.24.3
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Segment
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Allowance for Doubtful Accounts [Abstract]        
Number of Operating Segments | Segment 2      
Accounts Receivable, Allowance for Credit Loss $ 18.2 $ 15.1 $ 16.4 $ 11.0
Provision for losses on trade accounts receivable 11.6 4.5    
Accounts Receivable, Allowance For Credit Loss, Write-off (Recovery) (9.8) $ (0.4)    
Finite-Lived Intangible Assets, Net 3,356.9   3,515.3  
Long Lived Asset [Line Items]        
Foreign exchange rate adjustment 8.5      
Internal use software        
Allowance for Doubtful Accounts [Abstract]        
Finite-Lived Intangible Assets, Net $ 951.0   $ 964.8  
v3.24.3
Other Current Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid expenses $ 134.9 $ 145.4
Marketable securities (Note 15) 2.8 2.7
Other Assets, Miscellaneous, Current 90.6 127.8
Total other current assets $ 228.2 $ 275.9
v3.24.3
Goodwill - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Goodwill impairment $ 0.0 $ 414.0 $ 0.0 $ 414.0
v3.24.3
Goodwill - Changes in Goodwill (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Goodwill, Beginning Balance $ 5,176.0
Reallocation of goodwill from segment reorganization 0.0
Foreign exchange rate adjustment 8.5
Goodwill, Ending Balance 5,184.5
U.S. Markets  
Goodwill [Roll Forward]  
Goodwill, Beginning Balance 3,602.8
Reallocation of goodwill from segment reorganization 655.6
Foreign exchange rate adjustment 0.3
Goodwill, Ending Balance 4,258.7
International  
Goodwill [Roll Forward]  
Goodwill, Beginning Balance 894.1
Reallocation of goodwill from segment reorganization 23.5
Foreign exchange rate adjustment 8.2
Goodwill, Ending Balance 925.8
Consumer Interactive  
Goodwill [Roll Forward]  
Goodwill, Beginning Balance 679.1
Reallocation of goodwill from segment reorganization (679.1)
Foreign exchange rate adjustment 0.0
Goodwill, Ending Balance $ 0.0
v3.24.3
Goodwill - Gross and Net Goodwill Balances (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Goodwill [Line Items]    
Gross Goodwill $ 5,598.5 $ 5,590.0
Accumulated impairment (414.0) (414.0)
Net Goodwill 5,184.5 5,176.0
U.S. Markets    
Goodwill [Line Items]    
Gross Goodwill 4,258.7 3,602.8
Accumulated impairment 0.0 0.0
Net Goodwill 4,258.7 3,602.8
International    
Goodwill [Line Items]    
Gross Goodwill 1,339.8 1,308.1
Accumulated impairment (414.0) (414.0)
Net Goodwill 925.8 894.1
Consumer Interactive    
Goodwill [Line Items]    
Gross Goodwill 0.0 679.1
Accumulated impairment 0.0 0.0
Net Goodwill $ 0.0 $ 679.1
v3.24.3
Intangible Assets - Summary (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross $ 6,412.7 $ 6,235.1
Accumulated Amortization (3,055.8) (2,719.8)
Net 3,356.9 3,515.3
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross 2,068.6 2,060.2
Accumulated Amortization (539.8) (451.6)
Net 1,528.8 1,608.6
Internal use software    
Finite-Lived Intangible Assets [Line Items]    
Gross 2,349.0 2,204.5
Accumulated Amortization (1,398.1) (1,239.7)
Net 951.0 964.8
Database and credit files    
Finite-Lived Intangible Assets [Line Items]    
Gross 1,395.7 1,372.2
Accumulated Amortization (907.4) (829.2)
Net 488.3 543.0
Trademarks, copyrights and patents    
Finite-Lived Intangible Assets [Line Items]    
Gross 587.6 587.7
Accumulated Amortization (200.0) (188.8)
Net 387.7 398.9
Noncompete and other agreements    
Finite-Lived Intangible Assets [Line Items]    
Gross 11.7 10.5
Accumulated Amortization (10.5) (10.5)
Net $ 1.2 $ 0.0
v3.24.3
Intangible Assets - Changes in Carrying Amount (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Finite-Lived Intangible Assets [Roll Forward]  
Gross, Beginning Balance $ 6,235.1
Gross, Ending Balance 6,412.7
Accumulated Amortization, Beginning Balance (2,719.8)
Accumulated Amortization, Ending Balance (3,055.8)
Net, Beginning Balance 3,515.3
Net, Ending Balance 3,356.9
Developed internal use software  
Finite-Lived Intangible Assets [Roll Forward]  
Gross, period increase (decrease) 151.7
Accumulated Amortization, period increase (decrease) 0.0
Net, period increase (decrease) 151.7
Amortization  
Finite-Lived Intangible Assets [Roll Forward]  
Gross, period increase (decrease) 0.0
Accumulated Amortization, period increase (decrease) (334.4)
Net, period increase (decrease) (334.4)
Disposals and retirements  
Finite-Lived Intangible Assets [Roll Forward]  
Gross, period increase (decrease) (13.8)
Accumulated Amortization, period increase (decrease) 13.5
Net, period increase (decrease) (0.3)
Foreign exchange rate adjustment  
Finite-Lived Intangible Assets [Roll Forward]  
Gross, period increase (decrease) 34.2
Accumulated Amortization, period increase (decrease) (15.1)
Net, period increase (decrease) 19.1
Acquired finite-lived intangible assets  
Finite-Lived Intangible Assets [Roll Forward]  
Gross, period increase (decrease) 5.5
Accumulated Amortization, period increase (decrease) 0.0
Net, period increase (decrease) $ 5.5
v3.24.3
Other Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Other assets    
Investments in affiliated companies (Note 6) $ 292.3 $ 291.4
Right-of-use lease assets (Note 8) 57.5 98.9
Interest rate swaps (Notes 10 and 15) 93.4 162.3
Note receivable (Note 15) 87.8 82.0
Other 130.1 104.8
Total other assets $ 661.1 $ 739.4
v3.24.3
Investments in Affiliated Companies (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]    
Cost Method Investments $ 241.8 $ 233.8
Equity Method Investments 46.8 53.9
Limited Partnership Investment 3.7 3.7
Total investments in affiliated companies (Note 5) 292.3 $ 291.4
Gain on cost method investments $ 6.4  
v3.24.3
Investments in Affiliated Companies - Earnings and Dividends from Investment (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]        
Dividends received from equity method investments $ 0.0 $ 0.0 $ 15.6 $ 17.2
Earnings from equity method investments $ 4.7 $ 3.7 $ 14.0 $ 11.7
v3.24.3
Other Current Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued payroll and employee benefits $ 212.8 $ 216.2
Accrued legal and regulatory matters (Note 17) 110.5 147.8
Deferred revenue (Note 12) 134.3 125.1
Accrued restructuring (Note 8) 23.0 64.9
Operating lease liabilities (Note 8) 23.2 26.2
Income taxes payable 19.4 10.2
Accrued Liabilities, Current 86.6 71.5
Total other current liabilities $ 609.8 $ 661.8
v3.24.3
Restructuring - Narrative (Details) - USD ($)
$ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Jul. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]          
Expected cost associated with the operating model optimization program   $ 155.0   $ 155.0  
Cost incurred to date associated with the operating model optimization program   142.1   142.1  
Costs associated with the operating model optimization program   40.5 $ 0.0 66.8 $ 0.0
Termination penalty payment $ 30.0        
Expense associated with terminating the lease $ 12.4        
Loss on early termination of lease   40.5   40.5 $ 0.0
Employee Severance          
Restructuring Cost and Reserve [Line Items]          
Expected cost associated with the operating model optimization program   110.0   110.0  
Facility Exit          
Restructuring Cost and Reserve [Line Items]          
Expected cost associated with the operating model optimization program   $ 45.0   $ 45.0  
v3.24.3
Restructuring - Restructuring Expenses (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Restructuring and Related Activities [Abstract]        
Employee separation $ 0.0   $ 24.7  
Facility exit 40.5   42.1  
Total restructuring expenses $ 40.5 $ 0.0 $ 66.8 $ 0.0
v3.24.3
Restructuring - Changes in Accrued Restructuring (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Restructuring Reserve [Roll Forward]    
Beginning balance   $ 64.9
Restructuring expense $ 0.0 24.7
Cash payments   (66.5)
Foreign exchange rate adjustment   (0.1)
Ending balance $ 23.0 $ 23.0
v3.24.3
Other Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Operating lease liabilities (Note 8) $ 43.0 $ 81.8
Unrecognized tax benefits, net of indirect tax effects (Note 14) 43.2 40.2
Deferred revenue (Note 12) 16.2 15.1
Other Noncurrent Other Liabilities 17.8 16.1
Total other liabilities $ 120.2 $ 153.2
v3.24.3
Debt - Outstanding (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]          
Debt outstanding $ 5,201,400,000   $ 5,201,400,000   $ 5,340,400,000
Less short-term debt and current portion of long-term debt (66,500,000)   (66,500,000)   (89,600,000)
Total long-term debt 5,134,900,000   5,134,900,000   5,250,800,000
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax 63,600,000 $ (2,000,000.0) 68,900,000 $ 2,700,000  
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax (47,700,000) $ 1,500,000 (51,700,000) $ (2,000,000.0)  
Interest Rate Swap          
Debt Instrument [Line Items]          
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months     77,200,000    
2021 Interest Rate Swap          
Debt Instrument [Line Items]          
Derivative, Notional Amount $ 1,556,000,000   $ 1,556,000,000    
2021 Interest Rate Swap | Minimum          
Debt Instrument [Line Items]          
Derivative, Fixed Interest Rate 1.38%   1.38%    
2021 Interest Rate Swap | Maximum          
Debt Instrument [Line Items]          
Derivative, Fixed Interest Rate 1.3915%   1.3915%    
Senior Secured Term Loan B-5          
Debt Instrument [Line Items]          
Debt outstanding $ 573,200,000   $ 573,200,000   $ 2,179,400,000
Debt Instrument, Maturity Date     Nov. 15, 2026    
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate 6.70%   6.70%   7.21%
Debt Instrument, Unamortized Discount (Premium), Net $ 300,000   $ 300,000   $ 1,900,000
Debt Issuance Costs, Noncurrent, Net $ 1,000,000.0   $ 1,000,000.0   $ 4,600,000
Senior Secured Term Loan A-3          
Debt Instrument [Line Items]          
Debt Instrument, Maturity Date     Jun. 24, 2029    
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate 6.35%   6.35%   6.96%
Debt Instrument, Unamortized Discount (Premium), Net $ 400,000   $ 400,000   $ 400,000
Debt Issuance Costs, Noncurrent, Net 3,500,000   3,500,000   3,400,000
Senior Secured Term Loan B-7          
Debt Instrument [Line Items]          
Debt outstanding $ 1,861,700,000   $ 1,861,700,000   0
Debt Instrument, Maturity Date     Dec. 01, 2028    
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate 6.85%   6.85%    
Debt Instrument, Unamortized Discount (Premium), Net $ 7,100,000   $ 7,100,000    
Debt Issuance Costs, Noncurrent, Net 16,700,000   16,700,000    
Senior Secured Term Loan B-6          
Debt Instrument [Line Items]          
Debt outstanding 0   0   $ 1,864,800,000
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate         7.72%
Debt Instrument, Unamortized Discount (Premium), Net         $ 3,500,000
Debt Issuance Costs, Noncurrent, Net         20,000,000.0
Finance leases          
Debt Instrument [Line Items]          
Debt outstanding 0   0   100,000
Senior Secured Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt outstanding 0   0   0
Senior Secured Term Loan A-4          
Debt Instrument [Line Items]          
Debt outstanding 1,279,900,000   1,279,900,000   1,296,100,000
Senior Secured Term Loan B-8          
Debt Instrument [Line Items]          
Debt outstanding $ 1,486,600,000   $ 1,486,600,000   $ 0
Debt Instrument, Maturity Date     Jun. 24, 2031    
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate 6.60%   6.60%    
Debt Instrument, Unamortized Discount (Premium), Net $ 4,200,000   $ 4,200,000    
Debt Issuance Costs, Noncurrent, Net $ 5,400,000   $ 5,400,000    
v3.24.3
Debt - Schedule of Debt Maturities (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Debt and Lease Obligation $ 5,201.4 $ 5,340.4
Less short-term debt and current portion of long-term debt (66.5) (89.6)
2021 Interest Rate Swap    
Debt Instrument [Line Items]    
Derivative, Notional Amount $ 1,556.0  
2021 Interest Rate Swap | Minimum    
Debt Instrument [Line Items]    
Derivative, Fixed Interest Rate 1.38%  
2021 Interest Rate Swap | Maximum    
Debt Instrument [Line Items]    
Derivative, Fixed Interest Rate 1.3915%  
Senior Secured Term Loan B-5    
Debt Instrument [Line Items]    
Debt and Lease Obligation $ 573.2 $ 2,179.4
Debt Instrument, Maturity Date Nov. 15, 2026  
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate 6.70% 7.21%
Debt Instrument, Unamortized Discount (Premium), Net $ 0.3 $ 1.9
Debt Issuance Costs, Noncurrent, Net 1.0 4.6
Senior Secured Term Loan B-6    
Debt Instrument [Line Items]    
Debt and Lease Obligation $ 0.0 $ 1,864.8
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate   7.72%
Debt Instrument, Unamortized Discount (Premium), Net   $ 3.5
Debt Issuance Costs, Noncurrent, Net   $ 20.0
v3.24.3
Debt - Narrative (Details) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 24, 2024
Feb. 08, 2024
Oct. 27, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Oct. 26, 2023
Line of Credit Facility [Line Items]                  
Repayments of Secured Debt           $ 927,900,000 $ 0    
Proceeds from term loans           934,900,000 0    
Write off of Deferred Debt Issuance Cost       $ 100,000   300,000      
Debt and Lease Obligation       5,201,400,000   5,201,400,000   $ 5,340,400,000  
Letters of Credit Outstanding, Amount       1,200,000   1,200,000      
Incremental Borrowings, Amount       $ 1,000,000,000   $ 1,000,000,000      
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA       100.00%   100.00%      
Incremental Borrowings Criteria, Senior Secured Leverage ratio       4.25   4.25      
Net Leverage Ratio Requirement       5.5   5.5      
Covenant Dividend Restriction Amount       $ 100,000,000   $ 100,000,000      
Covenant Dividend Restriction Percentage of Consolidated EBITDA       10.00%   10.00%      
Net Leverage Ratio Requirement, Dividends       4.75   4.75      
Net change on interest rate swap       $ (63,600,000) $ 2,000,000.0 $ (68,900,000) (2,700,000)    
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax       (47,700,000) 1,500,000 (51,700,000) (2,000,000.0)    
Interest Expense (Income), Hedge, gross of tax       30,900,000 30,800,000 92,800,000 81,100,000    
Interest Expense (Income), Hedge, net of tax       23,200,000 23,100,000 69,600,000 60,900,000    
Debt Instrument, Fair Value Disclosure       5,212,900,000   5,212,900,000   5,378,500,000  
2024 Interest Rate Swap                  
Line of Credit Facility [Line Items]                  
Derivative, Notional Amount       $ 400,000,000   $ 400,000,000      
2024 Interest Rate Swap | Minimum                  
Line of Credit Facility [Line Items]                  
Derivative, Fixed Interest Rate       3.065%   3.065%      
2024 Interest Rate Swap | Maximum                  
Line of Credit Facility [Line Items]                  
Derivative, Fixed Interest Rate       3.1495%   3.1495%      
2022 Interest Rate Swap                  
Line of Credit Facility [Line Items]                  
Derivative, Notional Amount       $ 1,285,000,000   $ 1,285,000,000      
2022 Interest Rate Swap | Minimum                  
Line of Credit Facility [Line Items]                  
Derivative, Fixed Interest Rate       4.338%   4.338%      
2022 Interest Rate Swap | Maximum                  
Line of Credit Facility [Line Items]                  
Derivative, Fixed Interest Rate       4.387%   4.387%      
Interest Rate Swap                  
Line of Credit Facility [Line Items]                  
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months           $ 77,200,000      
2020 3 year Interest Rate Swap                  
Line of Credit Facility [Line Items]                  
Derivative, Notional Amount       $ 1,065,000,000   $ 1,065,000,000      
2020 3 year Interest Rate Swap | Minimum                  
Line of Credit Facility [Line Items]                  
Derivative, Fixed Interest Rate       0.868%   0.868%      
2020 3 year Interest Rate Swap | Maximum                  
Line of Credit Facility [Line Items]                  
Derivative, Fixed Interest Rate       0.88%   0.88%      
Senior Secured Revolving Credit Facility                  
Line of Credit Facility [Line Items]                  
Maximum borrowing capacity     $ 600,000,000           $ 300,000,000
Debt and Lease Obligation       $ 0   $ 0   0  
Line of Credit Facility, Remaining Borrowing Capacity       598,800,000   598,800,000      
Senior Secured Term Loan B-5                  
Line of Credit Facility [Line Items]                  
Repayments of Secured Debt       25,000,000   105,000,000      
Debt and Lease Obligation       573,200,000   573,200,000   2,179,400,000  
Debt Instrument, Fair Value Disclosure       568,000,000.0   568,000,000.0   2,191,500,000  
Senior Secured Term Loan B-6                  
Line of Credit Facility [Line Items]                  
Repayments of debt     300,000,000            
Write off of Deferred Debt Issuance Cost         1,000,000   3,100,000    
Payment for Debt Extinguishment or Debt Prepayment Cost         $ 75,000,000   $ 225,000,000    
Debt and Lease Obligation       0   0   1,864,800,000  
Debt Instrument, Fair Value Disclosure       0   0   1,895,100,000  
Senior Secured Term Loan A-4                  
Line of Credit Facility [Line Items]                  
Face amount of debt     $ 1,300,000,000            
Debt and Lease Obligation       1,279,900,000   1,279,900,000   1,296,100,000  
Debt Instrument, Fair Value Disclosure       1,262,900,000   1,262,900,000   1,291,900,000  
Senior Secured Term Loan B-7                  
Line of Credit Facility [Line Items]                  
Face amount of debt   $ 1,900,000,000              
Debt Issuance Costs, Gross   4,700,000              
Debt and Lease Obligation       1,861,700,000   1,861,700,000   0  
Debt Instrument, Fair Value Disclosure       1,886,700,000   1,886,700,000   0  
Senior Secured Term Loan B-6 And Senior Secured Term Loan B-7                  
Line of Credit Facility [Line Items]                  
Repayments of Secured Debt   257,100,000              
Proceeds from term loans   $ 264,100,000              
Senior Secured Term Loan B-8                  
Line of Credit Facility [Line Items]                  
Debt and Lease Obligation       1,486,600,000   1,486,600,000   0  
Debt Instrument, Fair Value Disclosure       $ 1,495,300,000   1,495,300,000   $ 0  
Senior Secured Revolving Credit Facility | Senior Secured Term Loan B-8                  
Line of Credit Facility [Line Items]                  
Face amount of debt $ 1,500,000,000                
Debt Issuance Costs, Gross 8,700,000                
Repayments of Secured Debt 670,800,000                
Proceeds from term loans $ 670,800,000                
Debt Instrument, Springing Maturity Term 91 days                
Debt Instrument, Covenant, Credit Spread Adjustment Limit $ 250,000,000                
Write off of Deferred Debt Issuance Cost           $ 8,900,000      
v3.24.3
Debt - Fair Value (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Debt Instrument, Fair Value Disclosure $ 5,212.9 $ 5,378.5
Senior Secured Term Loan B-6    
Debt Instrument [Line Items]    
Debt Instrument, Fair Value Disclosure 0.0 1,895.1
Senior Secured Term Loan B-5    
Debt Instrument [Line Items]    
Debt Instrument, Fair Value Disclosure 568.0 2,191.5
Senior Secured Term Loan A-4    
Debt Instrument [Line Items]    
Debt Instrument, Fair Value Disclosure 1,262.9 1,291.9
Senior Secured Term Loan B-8    
Debt Instrument [Line Items]    
Debt Instrument, Fair Value Disclosure 1,495.3 0.0
Senior Secured Term Loan B-7    
Debt Instrument [Line Items]    
Debt Instrument, Fair Value Disclosure $ 1,886.7 $ 0.0
v3.24.3
Stockholders' Equity (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Feb. 07, 2018
Dec. 31, 2023
Feb. 13, 2017
Class of Stock [Line Items]                      
Common Stock, Dividends, Per Share, Cash Paid $ 0.105 $ 0.105 $ 0.105 $ 0.105 $ 0.105 $ 0.105          
Common stock dividends $ 20.9 $ 20.4 $ 20.8 $ 20.5 $ 20.8 $ 20.8          
Stock Repurchase Program, Authorized Amount                     $ 300.0
Stock Repurchase Program, Period in Force                 3 years    
Stock Repurchase Program, 133.5           $ 133.5        
Stock Repurchase Program, Remaining Authorized Repurchase Amount $ 166.5           $ 166.5        
Vesting of restricted stock units 0.6     0.3              
Preferred Stock, Shares Authorized 100.0           100.0     100.0  
Preferred Stock, Shares Issued 0.0           0.0     0.0  
Preferred Stock, Shares Outstanding 0.0           0.0     0.0  
Common Stock                      
Class of Stock [Line Items]                      
Vesting of restricted stock units 0.6   0.4 0.3 0.1 0.3 1.0 0.7      
v3.24.3
Revenue (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Revenue, Performance Obligation [Abstract]    
Number of Types of Performance Obligations   2
Revenue, Remaining Performance Obligation, Amount $ 670.0 $ 670.0
Contract With Customer Liability Noncurrent Recognition Period 2 years  
Contract with Customer, Refund Liability $ 0.0 $ 0.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01    
Revenue, Performance Obligation [Abstract]    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year 1 year
Revenue, Remaining Performance Obligation, Percentage 55.00% 55.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01    
Revenue, Performance Obligation [Abstract]    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year 1 year
Revenue, Remaining Performance Obligation, Percentage 30.00% 30.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-10-01    
Revenue, Performance Obligation [Abstract]    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
Revenue, Remaining Performance Obligation, Percentage 15.00% 15.00%
Stand Ready Performance Obligations [Member]    
Revenue, Performance Obligation [Abstract]    
Revenue, Performance Obligation, Description of Good or Service   Stand Ready Performance Obligations
Other Performance Obligations [Member]    
Revenue, Performance Obligation [Abstract]    
Revenue, Performance Obligation, Description of Good or Service   Other Performance Obligations
v3.24.3
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Net Income                
Net income (loss) $ 71.9     $ (314.4)     $ 231.6 $ (200.3)
Less: net income attributable to the noncontrolling interests (3.9)     (4.3)     (13.4) (11.9)
Net Income (Loss) Attributable to Parent $ 68.0     $ (318.8)     $ 218.2 $ (212.2)
Earnings Per Share, Diluted [Abstract]                
Basic 194.6     193.4     194.3 193.3
Dilutive impact of stock based awards 2.4     0.0     2.0 0.0
Diluted 197.0     193.4     196.3 193.3
Earnings Per Share, Basic [Abstract]                
Earnings Per Share, Basic $ 0.35     $ (1.65)     $ 1.12 $ (1.10)
Earnings Per Share, Diluted 0.35     (1.65)     $ 1.11 $ (1.10)
Common Stock, Dividends, Per Share, Cash Paid $ 0.105 $ 0.105 $ 0.105 $ 0.105 $ 0.105 $ 0.105    
Income (loss) from continuing operations $ 71.9     $ (313.9)     $ 231.6 $ (199.6)
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent $ 68.0     $ (318.3)     $ 218.2 $ (211.5)
Contingently Issuable Performance-Based Stock Awards                
Earnings Per Share, Basic [Abstract]                
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount             0.2 0.5
Antidilutive Weighted Stock-Based Awards                
Earnings Per Share, Basic [Abstract]                
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount             0.1 1.3
v3.24.3
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Income Tax Examination [Line Items]            
Effective tax benefit rate 25.70%   (7.60%) 22.90% (43.10%)  
Unrecognized tax benefits $ 48.5     $ 48.5   $ 45.0
Unrecognized tax benefits that would impact effective tax rate $ 37.5     37.5   $ 34.5
Unrecognized tax benefits, income tax penalties and interest expense   $ 14.0   $ 17.9    
U.S. federal statutory rate 21.00%     21.00% 21.00%  
v3.24.3
Financial Instruments Measured At Fair Value, on Recurring Basis (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Assets      
Interest rate swaps (Notes 10 and 15) $ 93.4 $ 162.3  
Fair Value, Recurring      
Assets      
Interest rate swaps (Notes 10 and 15) 93.4 162.3  
Note receivable (Note 5) 87.8 82.0 $ 70.3
Debt Securities, Available-for-sale, Current 2.8 2.7  
Total 184.0 247.0  
Investments, Fair Value Disclosure [Abstract]      
Consideration in the form of a note receivable     $ 72.0
Interest Receivable, Percentage     10.60%
Fair Value, Recurring | Level 1      
Assets      
Interest rate swaps (Notes 10 and 15) 0.0 0.0  
Note receivable (Note 5) 0.0 0.0  
Debt Securities, Available-for-sale, Current 0.0 0.0  
Total 0.0 0.0  
Fair Value, Recurring | Level 2      
Assets      
Interest rate swaps (Notes 10 and 15) 93.4 162.3  
Note receivable (Note 5) 87.8 82.0  
Debt Securities, Available-for-sale, Current 2.8 2.7  
Total 184.0 247.0  
Fair Value, Recurring | Level 3      
Assets      
Interest rate swaps (Notes 10 and 15) 0.0 0.0  
Note receivable (Note 5) 0.0 0.0  
Debt Securities, Available-for-sale, Current 0.0 0.0  
Total $ 0.0 $ 0.0  
v3.24.3
Reportable Segments (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Segment
segment
Sep. 30, 2023
USD ($)
Segment Reporting Information [Line Items]        
Number of Operating Segments | Segment     2  
Number of Corporate Units | segment     1  
Revenue $ 1,085.0 $ 968.7 $ 3,147.0 $ 2,876.9
EBITDA        
Corporate expense (36.7) (34.5) (110.6) (104.3)
Net interest expense (58.9) (67.8) (183.3) (202.1)
Depreciation and amortization (133.6) (131.3) (400.5) (391.1)
Stock-based compensation (33.8) (27.0) (85.7) (73.3)
Impairment to goodwill 0.0 (414.0) 0.0 (414.0)
Mergers and acquisitions, divestitures and business optimization (7.3) 6.0 (17.1) (24.5)
Accelerated technology investment (21.8) (16.3) (58.6) (53.5)
Operating model optimization program (47.3) 0.0 (86.4) 0.0
Net other 2.0 (1.8) (9.7) (10.6)
Net income attributable to non-controlling interests (3.9) (4.3) (13.4) (11.9)
Total adjustments (333.6) (682.3) (938.4) (1,261.4)
Income (loss) from continuing operations before income taxes 96.8 (291.7) 300.5 (139.5)
Operating Segments        
Segment Reporting Information [Line Items]        
Revenue 1,089.6 971.2 3,159.2 2,885.8
EBITDA        
Segments Adjusted EBITDA 430.4 390.6 1,239.0 1,121.9
Operating Segments | U.S. Markets        
Segment Reporting Information [Line Items]        
Revenue 848.1 754.0 2,445.9 2,256.9
EBITDA        
Segments Adjusted EBITDA 319.9 293.7 920.9 850.9
Operating Segments | International        
Segment Reporting Information [Line Items]        
Revenue 241.6 217.1 713.3 628.9
EBITDA        
Segments Adjusted EBITDA 110.5 97.0 318.1 271.0
Operating Segments | International | Canada        
Segment Reporting Information [Line Items]        
Revenue 39.4 36.9 115.9 103.9
Operating Segments | International | Latin America        
Segment Reporting Information [Line Items]        
Revenue 33.5 31.2 100.9 90.2
Operating Segments | International | United Kingdom        
Segment Reporting Information [Line Items]        
Revenue 57.8 54.5 168.6 160.7
Operating Segments | International | Africa        
Segment Reporting Information [Line Items]        
Revenue 17.1 15.2 48.0 44.3
Operating Segments | International | India        
Segment Reporting Information [Line Items]        
Revenue 68.2 56.1 202.8 161.8
Operating Segments | International | Asia Pacific        
Segment Reporting Information [Line Items]        
Revenue 25.6 23.1 77.1 67.9
Intersegment Eliminations        
Segment Reporting Information [Line Items]        
Revenue (4.7) (2.5) (12.3) (8.9)
Intersegment Eliminations | U.S. Markets        
Segment Reporting Information [Line Items]        
Revenue (2.8) (1.0) (7.4) (4.6)
Intersegment Eliminations | International        
Segment Reporting Information [Line Items]        
Revenue (1.9) (1.5) (4.8) (4.3)
Financial Services | Operating Segments | U.S. Markets        
Segment Reporting Information [Line Items]        
Revenue 367.2 313.7 1,077.6 949.6
Emerging Verticals | Operating Segments | U.S. Markets        
Segment Reporting Information [Line Items]        
Revenue 307.2 297.3 913.1 877.9
Consumer Interactive | Operating Segments | U.S. Markets        
Segment Reporting Information [Line Items]        
Revenue $ 173.7 $ 143.1 $ 455.1 $ 429.4
v3.24.3
Reportable Segments - Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Earnings from equity method investments $ 4.7 $ 3.7 $ 14.0 $ 11.7
U.S. Markets        
Segment Reporting Information [Line Items]        
Earnings from equity method investments 0.0 (0.3) 0.1 0.7
International        
Segment Reporting Information [Line Items]        
Earnings from equity method investments $ 4.7 $ 4.0 $ 13.9 $ 10.9
v3.24.3
Contingencies (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Loss Contingencies [Line Items]    
Accrued legal and regulatory matters $ 110.5 $ 147.8
CFPB Matter    
Loss Contingencies [Line Items]    
Loss Contingency Accrual 56.0 $ 56.0
Argus Department of Justice Matter    
Loss Contingencies [Line Items]    
Payments for settlements 37.0  
Proceeds from settlements $ 37.0  
v3.24.3
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance     $ 4,105.5       $ 4,105.5  
Other comprehensive income (loss) $ 5.7     $ (48.2)     (29.8) $ 32.8
Ending balance 4,321.2           4,321.2  
Accumulated Other Comprehensive Loss                
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance (295.8) $ (262.8) (260.9) (202.6) $ (282.2) $ (284.5) (260.9) (284.5)
Other comprehensive income (loss) 6.3 (33.0) (1.9) (47.8) 79.6 2.3    
Ending balance (289.5) (295.8) (262.8) (250.4) (202.6) (282.2) (289.5) (250.4)
Foreign Currency Translation Adjustment                
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance (414.2) (393.6) (383.4) (378.0) (425.6) (463.5) (383.4) (463.5)
Other comprehensive income (loss) 53.9 (20.7) (10.2) (49.2) 47.6 37.9    
Ending balance (360.3) (414.2) (393.6) (427.2) (378.0) (425.6) (360.3) (427.2)
Net Unrealized (Loss)/Gain On Hedges                
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance 118.0 130.3 122.0 175.1 143.0 178.6 122.0 178.6
Other comprehensive income (loss) (47.7) (12.3) 8.3 1.5 32.1 (35.6)    
Ending balance 70.3 118.0 130.3 176.6 175.1 143.0 70.3 176.6
Net Unrealized Gain/(Loss) On  Available-for-sale Securities                
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                
Beginning balance 0.2 0.2 0.2 0.1 0.2 0.2 0.2 0.2
Other comprehensive income (loss) 0.1 0.0 0.0 0.0 (0.1) 0.0    
Ending balance $ 0.3 $ 0.2 $ 0.2 $ 0.1 $ 0.1 $ 0.2 $ 0.3 $ 0.1
v3.24.3
Revision of Previously Issued Financial Statements (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating expenses        
Cost of services (exclusive of depreciation and amortization below) $ 448.7 $ 368.8 $ 1,261.7 $ 1,136.8
Selling, general and administrative 305.7 290.8 922.1 867.7
Total operating expenses $ 928.6 1,205.0 $ 2,651.0 2,809.6
As Previously Reported        
Operating expenses        
Cost of services (exclusive of depreciation and amortization below)   344.8   1,073.2
Selling, general and administrative   314.8   931.3
Total operating expenses   1,205.0   2,809.6
Adjustment        
Operating expenses        
Cost of services (exclusive of depreciation and amortization below)   24.0   63.6
Selling, general and administrative   (24.0)   (63.6)
Total operating expenses   $ 0.0   $ 0.0
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