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0001552033false00015520332023-02-142023-02-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): February 14, 2023
____________________
TransUnion

(Exact name of registrant as specified in its charter)
____________________
Delaware 001-37470 61-1678417
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer Identification No.)
555 West Adams Street, Chicago, Illinois 60661
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 985-2000
____________________
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐    Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐    Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value TRU New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐





Item 2.02    Results of Operations and Financial Condition.
On February 14, 2023, TransUnion (the “Company”) issued a press release announcing results for the quarter ended December 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01    Regulation FD Disclosure.
On February 14, 2023, management reviewed a slide presentation during the Company’s fiscal 2022 fourth quarter earnings conference call. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts, investors, or other stakeholders.
The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Press release of TransUnion dated February 14, 2023, announcing results for the quarter ended December 31, 2022.
Earnings call presentation materials for the quarter ended December 31, 2022.
104 Cover page Interactive Data File (embedded within the inline XBRL file).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.


TRANSUNION
Date: February 14, 2023 By: /s/ Todd M. Cello
Name: Todd M. Cello
Title: Executive Vice President, Chief Financial Officer

EX-99.1 2 exhibit99112312022.htm EX-99.1 Document
Exhibit 99.1
tulogoa30.gif
 News Release
TransUnion Announces Fourth Quarter 2022 Results
•Total revenues increased by 14 percent (2 percent organic constant currency revenue growth excluding mortgage) driven by strength in International
•Drove strong results with recent acquisitions, notably Neustar revenue grew 8 percent compared to its fourth quarter 2021
•Completed sale of non-core businesses (G2, LCI and Fintellix) for $176 million of consideration
•Prepaid $200 million in debt in fourth quarter of 2022 for a total of $600 million in 2022
•Providing 2023 financial guidance, we expect to deliver 3 percent to 5 percent revenue growth
CHICAGO, February 14, 2023 - TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter ended December 31, 2022.
Fourth Quarter 2022 Results
Revenue:
•Total revenue for the quarter was $902 million, an increase of 14 percent (17 percent on a constant currency basis and a decrease of 2 percent on an organic constant currency basis), compared with the fourth quarter of 2021.
Earnings:
•Net income attributable to TransUnion was $46 million for the quarter, compared with $1,017 million for the fourth quarter of 2021. Diluted earnings per share was $0.24, compared with $5.27 in the fourth quarter of 2021. Net income attributable to TransUnion margin was 5.1 percent, compared with 128.8 percent in the fourth quarter of 2021. Our fourth quarter 2021 net income attributable to TransUnion, diluted earnings per share and net income attributable to TransUnion margin were impacted by a $982 million gain on the disposal of our Healthcare business.
•Adjusted Net Income was $152 million for the quarter, compared with $157 million for the fourth quarter of 2021. Adjusted Diluted Earnings per Share for the quarter was $0.78, compared with $0.81 in the fourth quarter of 2021.
•Adjusted EBITDA was $321 million for the quarter, an increase of 14 percent (17 percent on a constant currency basis and 1 percent on an organic constant currency basis) compared with the fourth quarter of 2021. Adjusted EBITDA margin was 35.6 percent, compared with 35.8 percent in the fourth quarter of 2021.

“TransUnion delivered a solid quarter, accentuating the benefits of our portfolio diversification,” said Chris Cartwright, President and CEO. “Excluding mortgage-driven declines in U.S. Financial Services, we delivered organic growth, with robust results internationally led by India, Asia Pacific, Africa and Latin America.”

“Neustar delivered a particularly strong quarter, growing 8 percent, including 9 percent growth in Marketing. We realized ahead-of-schedule cost savings, and are increasing our cost synergies target to greater than $80 million.”

“We expect to deliver another good year in 2023. Assuming continued slow economic growth, we expect to deliver 3 to 5 percent revenue growth. Our solutions and thought leadership have never been more relevant, helping customers and consumers navigate this dynamic environment. Even if we enter a recessionary environment in 2023, we expect we can continue to deliver revenue growth.”

“We remain committed to deleveraging the balance sheet, highlighted by the recent sale of G2, LCI and Fintellix and a $200 million debt prepayment in December for a total of $600 million in 2022. We expect to continue to deleverage throughout 2023 and 2024.”


Fourth Quarter 2022 Segment Results
U.S. Markets:
Prior to the fourth quarter of 2022, all revenue from our acquisition of Neustar, Inc. ("Neustar") was included in our revenue in our Emerging Verticals. Beginning in the fourth quarter of 2022, we have included the revenue from sales of Neustar products to financial services customers in our Financial Services vertical. We have recast the appropriate portion of prior period Neustar revenue into Financial Services as shown on Schedule 8, “U.S. Markets Revenue Recast.”
U.S. Markets revenue was $593 million, an increase of 23 percent (a decrease of 4 percent on an organic basis) compared with the fourth quarter of 2021.
•Financial Services revenue, which includes Argus Information and Advisory Services, Inc. and Commerce Signals, Inc. (collectively “Argus”), was $296 million, an increase of 6 percent (a decrease of 10 percent on an organic basis) compared with the fourth quarter of 2021.
•Emerging Verticals revenue was $296 million, an increase of 47 percent (4 percent on an organic basis) compared with the fourth quarter of 2021.
Adjusted EBITDA was $201 million, an increase of 21 percent (a decrease of 3 percent on an organic basis) compared with the fourth quarter of 2021.
International:
International revenue was $188 million, an increase of 2 percent (12 percent on a constant currency basis) compared with the fourth quarter of 2021.
•Canada revenue was $32 million, essentially flat, (an increase of 8 percent on a constant currency basis) compared with the fourth quarter of 2021.
•Latin America revenue was $28 million, an increase of 5 percent (12 percent on a constant currency basis) compared with the fourth quarter of 2021.
•United Kingdom revenue was $48 million, a decrease of 17 percent (5 percent on a constant currency basis) compared with the fourth quarter of 2021.
•Africa revenue was $16 million, an increase of 2 percent (16 percent on a constant currency basis) compared with the fourth quarter of 2021.
•India revenue was $44 million, an increase of 21 percent (33 percent on a constant currency basis) compared with the fourth quarter of 2021.
•Asia Pacific revenue was $20 million, an increase of 23 percent (26 percent on a constant currency basis) compared with the fourth quarter of 2021.
Adjusted EBITDA was $82 million, an increase of 5 percent (15 percent on a constant currency basis) compared with the fourth quarter of 2021.
Consumer Interactive:
Consumer Interactive revenue was $141 million, a decrease of 2 percent (13 percent on an organic basis) compared with the fourth quarter of 2021.
Adjusted EBITDA was $72 million, an increase of 3 percent (a decrease of 5 percent on an organic basis) compared with the fourth quarter of 2021.



Full Year 2022 Results
Revenue:
•Total revenue for the year was $3,710 million, an increase of 25 percent (27 percent on a constant currency basis, 3 percent on an organic constant currency basis) compared with 2021.
Earnings:
•Net income attributable to TransUnion was $269 million for the year, compared with $1,387 million in 2021. Diluted earnings per share was $1.40, compared with $7.19 in 2021. Net income attributable to TransUnion margin was 7.3 percent, compared with 46.9 percent in 2021. Our full year 2021 net income attributable to TransUnion, diluted earnings per share and net income attributable to TransUnion margin were all impacted by a $982 million gain on the disposal of our Healthcare business.
•Adjusted Net Income was $700 million for the year, compared with $665 million in 2021. Adjusted Diluted Earnings per Share was $3.62, compared with $3.44 in 2021.
•Adjusted EBITDA was $1,347 million for the year, an increase of 16 percent (18 percent on a constant currency basis, 2 percent on an organic constant currency basis) compared with 2021. Adjusted EBITDA margin was 36.3 percent, compared with 39.1 percent in 2021.
Liquidity and Capital Resources
Cash and cash equivalents were $585 million at December 31, 2022 and $1,842 million at December 31, 2021. In addition, we had $300 million of undrawn capacity on our Senior Secured Revolving Credit Facility at December 31, 2022. We prepaid $600 million of debt in 2022, $400 million in January and $200 million in December. In April 2022, we paid $508 million for the acquisition of Verisk Financial Services (“VF”), the financial services business unit of Verisk Analytics, Inc., and paid $355 million of taxes due on the gain of the divestiture of our Healthcare business, all funded with cash on hand. In December 2022, we received $103.6 million of cash from the sale of the non-core businesses of VF.
For the twelve months ended December 31, 2022, cash provided by operating activities of continuing operations was $297 million compared with cash provided by operating activities of continuing operations of $808 million in 2021. For 2022, the decrease in cash provided by continuing operations was due primarily to payments for taxes due on the gain on the divestiture of our Healthcare business made in 2022, an increase in interest expense and an increase in cash paid for accrued incentive and other compensation. Cash used in investing activities of continuing operations was $724 million compared with $2,213 million in 2021. The decrease in cash used in investing activities of continuing operations was due primarily to acquisition and disposal activities in 2022 and 2021 and an increase in capital expenditures. Capital expenditures were $298 million compared with $224 million in 2021. Cash used in financing activities of continuing operations was $821 million compared with $2,762 million in 2021. The change in cash of financing activities was due primarily to net debt proceeds in 2021 to fund our acquisitions partially offset by an increase in debt prepayments.
First Quarter and Full Year 2023 Outlook
Our guidance is based on a number of assumptions that are subject to change, many of which are outside of the control of the Company, including general macroeconomic conditions, interest rates and inflation. There are numerous evolving factors that we may not be able to accurately predict. There can be no assurance that the Company will achieve the results expressed by this guidance.


Three Months Ended
March 31, 2023		 Twelve Months Ended
December 31, 2023
(in millions, except per share data) Low High Low High
Revenue, as reported $ 908  $ 917  $ 3,825  $ 3,885 
Revenue growth1:
As reported (1) % —  % 3  % 5  %
Constant currency1, 2
 —  % 1  % 4  % 6  %
Organic constant currency1, 3
 (2) % (1) % 3  % 5  %
Net income attributable to TransUnion $ 33  $ 37  $ 258  $ 283 
Net income attributable to TransUnion growth (33) % (24) % (4) % 5  %
Net income attributable to TransUnion margin 3.6  % 4.0  % 6.7  % 7.3  %
Diluted Earnings per Share $ 0.17  $ 0.19  $ 1.33  $ 1.46 
Diluted Earnings per Share growth (33) % (25) % (5) % 4  %
Adjusted EBITDA, as reported5
 $ 310  $ 316  $ 1,388  $ 1,421 
Adjusted EBITDA growth, as reported4
 (7) % (6) % 3  % 6  %
Adjusted EBITDA margin 34.2  % 34.4  % 36.3  % 36.6  %
Adjusted Diluted Earnings per Share5
 $ 0.73  $ 0.75  $ 3.46  $ 3.59 
Adjusted Diluted Earnings per Share growth (21) % (19) % (5) % (1) %
    
1.Additional revenue growth assumptions:
a.The impact of changing foreign currency exchange rates is expected to have approximately 1 point of headwind for Q1 2023 and 1 point of headwind for FY 2023.
b.The impact of recent acquisitions is expected to have approximately 2 points of benefit for Q1 2023 and 1 point of benefit for FY 2023.
c.The impact of mortgage is expected to have approximately 2 points of headwind for Q1 2023 and little to no impact to FY 2023. These impacts are calculated by removing the U.S. mortgage revenue from both the current year and prior year periods.
2.Constant currency growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
3.Organic constant currency growth rates are constant currency growth excluding inorganic growth. Inorganic growth represents growth attributable to the first twelve months of activity for recent business acquisitions.
4. Additional Adjusted EBITDA assumptions:
a.The impact of changing foreign currency exchange rates is expected to have approximately 2 points of headwind for Q1 2023 and 1 point of headwind for FY 2023.
5.For a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures, refer to Schedule 7 of this Earnings Release.

Earnings Webcast Details
In conjunction with this release, TransUnion will host a conference call and webcast today at 8:30 a.m. Central Time to discuss the business results for the quarter and certain forward-looking information. This session and the accompanying presentation materials may be accessed at www.transunion.com/tru. A replay of the call will also be available at this website following the conclusion of the call.



About TransUnion
TransUnion is a global information and insights company that makes trust possible in the modern economy. We do this by providing a comprehensive picture of each person so they can be reliably and safely represented in the marketplace. As a result, businesses and consumers can transact with confidence and achieve great things. We call this Information for Good.
A leading presence in more than 30 countries across five continents, TransUnion provides solutions that help create economic opportunity, great experiences and personal empowerment for hundreds of millions of people.
http://www.transunion.com/business
Availability of Information on TransUnion’s Website
Investors and others should note that TransUnion routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the TransUnion Investor Relations website. While not all of the information that the Company posts to the TransUnion Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in TransUnion to review the information that it shares on www.transunion.com/tru.
Non-GAAP Financial Measures
This earnings release presents constant currency growth rates assuming foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. This earnings release also presents organic constant currency growth rates, which assumes consistent foreign currency exchange rates between years and also eliminates the impact of our recent acquisitions. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates and the impacts of recent acquisitions.
This earnings release also presents 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 (loss) 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 attached Schedules.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our board of directors and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
We define Consolidated Adjusted EBITDA as net income (loss) attributable to TransUnion, less discontinued operations, net of tax, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, including Neustar integration-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income).


We define Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.
We define Adjusted Net Income as net income (loss) attributable to TransUnion, less discontinued operations, net of tax, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, including Neustar integration-related expenses, plus certain accelerated technology investment expenses, plus (less) certain other expenses (income), plus amortization of certain intangible assets, plus or minus the total adjustment for income taxes included in our Adjusted Provision for Income Taxes. We define Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding. We define Adjusted Provision for Income Taxes as our provision for income taxes, plus or minus the tax impact on the adjustment included in Adjusted Net Income, plus or minus the impact of excess tax benefits for share compensation, plus or minus other items that relate to prior periods such as valuation allowance changes, deferred tax rate and return to provision adjustments, and other unusual items that are included in our provision for income taxes. We define Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted Net Income.
We define Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
Forward-Looking Statements
This earnings release 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 earnings release 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 our guidance and 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;
•the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine;
•the effects of the COVID-19 pandemic, including the prevalence and severity of variants;
•our ability to 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;
•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;
•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, 2022, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission. 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 earnings release speak only as of the date of this earnings release. 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 earnings release.

For More Information
E-mail:    Investor.Relations@transunion.com
Telephone:    312.985.2860

                                                
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
December 31,
2022		 December 31,
2021
Assets
Current assets:
Cash and cash equivalents $ 585.3  $ 1,842.4 
Trade accounts receivable, net of allowance of $11.0 and $10.7 602.2  558.0 
Other current assets 262.7  231.6 
Total current assets 1,450.2  2,632.0 
Property, plant and equipment, net of accumulated depreciation and amortization of $711.3 and $625.4 218.2  247.7 
Goodwill 5,551.4  5,525.7 
Other intangibles, net of accumulated amortization of $2,268.6 and $1,908.9 3,675.5  3,770.6 
Other assets 771.0  459.0 
Total assets $ 11,666.3  $ 12,635.0 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable $ 250.4  $ 270.2 
Short-term debt and current portion of long-term debt 114.6  114.6 
Other current liabilities 540.5  972.2 
Total current liabilities 905.5  1,357.0 
Long-term debt 5,555.5  6,251.3 
Deferred taxes 762.0  787.6 
Other liabilities 173.9  232.9 
Total liabilities 7,396.9  8,628.8 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2022 and December 31, 2021; 198.7 million and 197.4 million shares issued as of December 31, 2022 and December 31, 2021, respectively; and 192.7 million and 191.8 million shares outstanding as of December 31, 2022 and December 31, 2021, respectively 2.0  2.0 
Additional paid-in capital 2,290.3  2,188.9 
Treasury stock at cost; 6.0 million and 5.6 million shares at December 31, 2022 and December 31, 2021, respectively (284.5) (252.0)
Retained earnings 2,446.6  2,254.6 
Accumulated other comprehensive loss (284.5) (285.4)
Total TransUnion stockholders’ equity 4,169.9  3,908.1 
Noncontrolling interests 99.5  98.1 
Total stockholders’ equity 4,269.4  4,006.2 
Total liabilities and stockholders’ equity $ 11,666.3  $ 12,635.0 


                                                
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(in millions, except per share data)
Three Months Ended   December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
Revenue $ 902.1  $ 789.8  $ 3,709.9  $ 2,960.2 
Operating expenses
Cost of services (exclusive of depreciation and amortization below) 311.2  287.0  1,222.9  991.6 
Selling, general and administrative 317.3  285.4  1,337.4  943.9 
Depreciation and amortization 130.1  103.4  519.0  377.0 
Total operating expenses 758.5  675.8  3,079.3  2,312.5 
Operating income 143.5  114.0  630.5  647.7 
Non-operating income and (expense)
Interest expense (67.5) (35.5) (230.9) (112.6)
Interest income 1.6  1.0  4.7  3.4 
Earnings from equity method investments 3.3  3.4  13.0  12.0 
Other income and (expense), net (9.8) (32.3) (30.0) (49.2)
Total non-operating income and (expense) (72.4) (63.3) (243.3) (146.3)
Income from continuing operations before income taxes 71.2  50.7  387.2  501.4 
Provision for income taxes (35.8) (16.3) (119.9) (130.9)
Income from continuing operations 35.3  34.4  267.3  370.5 
Discontinued operations, net of tax 15.0  986.1  17.4  1,031.7 
Net income 50.4  1,020.5  284.7  1,402.2 
Less: net income attributable to noncontrolling interests (3.9) (3.1) (15.2) (15.0)
Net income attributable to TransUnion $ 46.4  $ 1,017.4  $ 269.5  $ 1,387.1 
Income from continuing operations $ 35.3  $ 34.4  $ 267.3  $ 370.5 
Less: income from continuing operations attributable to noncontrolling interests (3.9) (3.1) (15.2) (15.0)
Income from continuing operations attributable to TransUnion 31.4  31.3  252.1  355.5 
Discontinued operations, net of tax 15.0  986.1  17.4  1,031.7 
Net income attributable to TransUnion $ 46.4  $ 1,017.4  $ 269.5  $ 1,387.1 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.16  $ 0.16  $ 1.31  $ 1.86 
Discontinued operations, net of tax 0.08  5.15  0.09  5.39 
Net Income attributable to TransUnion $ 0.24  $ 5.31  $ 1.40  $ 7.25 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.16  $ 0.16  $ 1.31  $ 1.84 
Discontinued operations, net of tax 0.08  5.10  0.09  5.35 
Net Income attributable to TransUnion $ 0.24  $ 5.27  $ 1.40  $ 7.19 
Weighted-average shares outstanding:
Basic 192.7  191.7  192.5  191.4 
Diluted 193.1  193.2  193.1  193.0 
As a result of displaying amounts in millions, rounding differences may exist in the table above.

                                                
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Twelve Months Ended December 31,
2022 2021
Cash flows from operating activities:
Net income $ 284.7  $ 1,402.2 
Less: Discontinued operations, net of tax 17.4  1,031.7 
Income from continuing operations $ 267.3  $ 370.5 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization $ 519.0  $ 377.0 
Loss on repayment of loans 9.4  17.9 
Deferred taxes (88.9) (17.2)
Stock-based compensation 82.8  69.2 
Other 22.6  (13.1)
Changes in assets and liabilities:
Trade accounts receivable (37.5) (36.2)
Other current and long-term assets (17.7) (20.9)
Trade accounts payable (20.7) 45.7 
Other current and long-term liabilities (435.3) (33.5)
Cash provided by operating activities of continuing operations 301.0  759.4 
Cash (used in) provided by operating activities of discontinued operations (3.8) 48.9 
Cash provided by operating activities 297.2  808.3 
Cash flows from investing activities:
Capital expenditures (298.2) (224.2)
Proceeds from sale/maturity of other investments 143.5  36.3 
Purchases of other investments (146.1) (66.9)
Investments in consolidated affiliates, net of cash acquired (508.1) (3,596.1)
Investments in nonconsolidated affiliates and purchase of convertible notes (16.2) (75.4)
Proceeds from disposal of discontinued operations 103.6  1,706.8 
Other 2.7  (1.1)
Cash used in investing activities of continuing operations (718.8) (2,220.6)
Cash (used in) provided by investing activities of discontinued operations (5.1) 7.7 
Cash used in investing activities (723.9) (2,212.9)
Cash flows from financing activities:
Proceeds from Term Loans —  3,740.0 
Repayments of Term Loans —  (640.0)
Repayments of debt (714.6) (140.8)
Debt financing fees —  (68.8)
Proceeds from issuance of common stock and exercise of stock options 18.7  21.9 
Dividends to shareholders (77.8) (69.8)
Distributions to noncontrolling interests (11.5) (11.0)
Employee taxes paid on restricted stock units recorded as treasury stock (32.5) (36.8)
Payment of contingent consideration (2.8) (32.4)
Cash (used in) provided by financing activities of continuing operations (820.5) 2,762.3 
Effect of exchange rate changes on cash and cash equivalents (9.9) (8.0)
Net change in cash and cash equivalents (1,257.1) 1,349.7 
Cash and cash equivalents, beginning of period 1,842.4  492.7 
Cash and cash equivalents, end of period $ 585.3  $ 1,842.4 
As a result of displaying amounts in millions, rounding differences may exist in the table above.


                                                
SCHEDULE 1
TRANSUNION AND SUBSIDIARIES
Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC
(Unaudited)

For the Three Months Ended December 31, 2022 compared with
the Three Months Ended December 31, 2021
Reported
CC Growth1
Inorganic2
Organic Growth3
Organic CC Growth4
Revenue:
Consolidated 14.2  % 16.6  % 18.9  % (4.6) % (2.3) %
U.S. Markets 23.4  % 23.4  % 27.8  % (4.4) % (4.4) %
Financial Services 6.4  % 6.4  % 16.5  % (10.1) % (10.1) %
Emerging Verticals 46.8  % 46.8  % 43.3  % 3.5  % 3.6  %
International 1.8  % 11.7  % —  % 1.8  % 11.7  %
Canada —  % 7.7  % —  % —  % 7.7  %
Latin America 4.6  % 11.5  % —  % 4.6  % 11.5  %
United Kingdom (16.8) % (4.5) % —  % (16.8) % (4.5) %
Africa 2.2  % 15.7  % —  % 2.2  % 15.7  %
India 21.1  % 32.9  % —  % 21.1  % 32.9  %
Asia Pacific 22.8  % 26.1  % —  % 22.8  % 26.1  %
Consumer Interactive (2.0) % (2.0) % 10.8  % (12.8) % (12.8) %
Adjusted EBITDA:
Consolidated 13.8  % 16.7  % 16.0  % (2.2) % 0.7  %
U.S. Markets 20.8  % 20.8  % 23.8  % (3.0) % (3.0) %
International 4.8  % 14.9  % —  % 4.8  % 14.9  %
Consumer Interactive 2.9  % 2.9  % 7.9  % (5.0) % (5.0) %























                                                
SCHEDULE 1
TRANSUNION AND SUBSIDIARIES
Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC
(Unaudited)

For the Twelve Months Ended December 31, 2022 compared with
the Twelve Months Ended December 31, 2021
Reported
CC Growth1
Inorganic2
Organic Growth3
Organic CC Growth4
Revenue:
Consolidated 25.3  % 27.1  % 24.4  % 0.9  % 2.7  %
U.S. Markets 36.6  % 36.7  % 35.5  % 1.2  % 1.2  %
Financial Services 15.2  % 15.2  % 16.7  % (1.5) % (1.5) %
Emerging Verticals 70.1  % 70.1  % 64.7  % 5.3  % 5.4  %
International 7.7  % 15.0  % —  % 7.7  % 15.0  %
Canada 1.0  % 4.8  % —  % 1.0  % 4.8  %
Latin America 9.4  % 14.0  % —  % 9.4  % 14.0  %
United Kingdom (6.3) % 4.1  % —  % (6.3) % 4.1  %
Africa 3.8  % 13.8  % —  % 3.8  % 13.8  %
India 30.9  % 39.3  % —  % 30.9  % 39.3  %
Asia Pacific 21.1  % 24.2  % —  % 21.1  % 24.2  %
Consumer Interactive 7.2  % 7.2  % 15.8  % (8.6) % (8.6) %
Adjusted EBITDA:
Consolidated 16.4  % 18.3  % 16.7  % (0.3) % 1.6  %
U.S. Markets 21.7  % 21.6  % 23.2  % (1.6) % (1.6) %
International 9.8  % 17.3  % —  % 9.8  % 17.3  %
Consumer Interactive 7.3  % 7.3  % 10.5  % (3.2) % (3.2) %
1.Constant Currency (“CC”) growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
2.Inorganic growth rate represents growth attributable to the first twelve months of activity for recent business acquisitions.
3.Organic growth rate is the reported growth rate less the inorganic growth rate.
4.Organic CC growth rate is the CC growth rate less inorganic growth rate.

                                                
SCHEDULE 2
TRANSUNION AND SUBSIDIARIES
Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margins (Unaudited)
(dollars in millions)
  Three Months Ended December 31, Twelve Months Ended December 31,
  2022 2021 2022 2021
Revenue:
U.S. Markets gross revenue
Financial Services $ 296.5  $ 278.6  $ 1,255.1  $ 1,090.0 
Emerging Verticals 296.3  201.9  1,192.1  701.0 
U.S. Markets gross revenue $ 592.8  $ 480.5  $ 2,447.3  $ 1,791.0 
International gross revenue
Canada $ 32.0  $ 32.0  $ 128.2  $ 126.9 
Latin America 27.6  26.3  112.9  103.2 
United Kingdom 48.4  58.2  203.0  216.5 
Africa 15.8  15.4  61.7  59.5 
India 44.4  36.7  174.2  133.1 
Asia Pacific 20.2  16.5  75.9  62.7 
International gross revenue $ 188.5  $ 185.1  $ 755.9  $ 701.9 
Consumer Interactive gross revenue $ 141.0  $ 143.9  $ 585.3  $ 545.8 
Total gross revenue $ 922.3  $ 809.5  $ 3,788.4  $ 3,038.7 
Intersegment revenue eliminations
U.S. Markets $ (18.4) $ (17.8) $ (71.5) $ (70.5)
International (1.5) (1.5) (6.0) (5.9)
Consumer Interactive (0.3) (0.5) (1.1) (2.0)
Total intersegment revenue eliminations $ (20.2) $ (19.7) $ (78.6) $ (78.4)
Total revenue as reported $ 902.1  $ 789.8  $ 3,709.9  $ 2,960.2 
Adjusted EBITDA:
U.S. Markets $ 201.1  $ 166.4  $ 870.6  $ 715.6 
International 82.5  78.8  329.3  300.1 
Consumer Interactive 72.3  70.3  282.3  263.1 
Corporate (34.6) (33.2) (135.7) (121.9)
Adjusted EBITDA margin:1
U.S. Markets 33.9  % 34.6  % 35.6  % 40.0  %
International 43.8  % 42.6  % 43.6  % 42.8  %
Consumer Interactive 51.3  % 48.9  % 48.2  % 48.2  %
1.Segment Adjusted EBITDA margins are calculated using segment gross revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA Margin is calculated using total revenue as reported and consolidated Adjusted EBITDA.


                                                
  Three Months Ended December 31, Twelve Months Ended December 31,
  2022 2021 2022 2021
Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA:
Net income attributable to TransUnion $ 46.4  $ 1,017.4  $ 269.5  $ 1,387.1 
Discontinued operations, net of tax (15.0) (986.1) (17.4) (1,031.7)
Income from continuing operations attributable to TransUnion $ 31.4  $ 31.3  $ 252.1  $ 355.5 
Net interest expense 65.9  34.4  226.2  109.2 
Provision for income taxes 35.8  16.3  119.9  130.9 
Depreciation and amortization 130.1  103.4  519.0  377.0 
EBITDA $ 263.1  $ 185.5  $ 1,117.3  $ 972.5 
Adjustments to EBITDA:
Stock-based compensation1
 $ 20.3  $ 20.9  $ 81.1  $ 70.1 
Mergers and acquisitions, divestitures and business optimization2
 14.3  23.2  50.7  52.6 
Accelerated technology investment3
 19.2  12.6  51.4  42.3 
Net other4
 4.4  40.2  46.1  19.4 
Total adjustments to EBITDA $ 58.2  $ 96.9  $ 229.3  $ 184.4 
Consolidated Adjusted EBITDA $ 321.3  $ 282.4  $ 1,346.5  $ 1,156.9 
Net income attributable to TransUnion margin 5.1  % 128.8  % 7.3  % 46.9  %
Consolidated Adjusted EBITDA Margin 35.6  % 35.8  % 36.3  % 39.1  %

As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.
1.Consisted of stock-based compensation, including amounts which are cash settled.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
For the three months ended December 31, 2022, $7.7 million of Neustar integration costs; $4.6 million loss on the impairment of a Cost Method investment; $2.4 million of acquisition expenses; $0.4 million adjustment to the fair value of a put option liability related to a minority investment; and $(0.8) million of reimbursements for transition services related to divested businesses, net of separation expenses.
For the twelve months ended December 31, 2022, $33.1 million of Neustar integration costs; $23.7 million of acquisition expenses; $4.6 million loss on the impairment of a Cost Method investment; $(6.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; a $(3.4) million gain related to a government tax reimbursement from a recent business acquisition; and a $(0.6) million adjustment to the fair value of a put option liability related to a minority investment.
For the three months ended December 31, 2021, $27.7 million of acquisition expenses; $9.1 million of Neustar integration costs; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; and a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses.
For the twelve months ended December 31, 2021, $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment.
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
4.Net other consisted of the following adjustments:
For the three months ended December 31, 2022, a $4.3 million net loss from deferred loan fees written off as a result of the prepayments on our debt, currency remeasurement of our foreign operations, loan fees and other.

                                                
For the twelve months ended December 31, 2022, $28.4 million for certain legal and regulatory expenses; $9.3 million of deferred loan fees written off as a result of the prepayments on our debt; a $6.3 million net loss from currency remeasurement of our foreign operations; $1.9 million of loan fees and of other.
For the three months ended December 31, 2021, $21.6 million for certain legal and regulatory expenses; $17.4 million of deferred loan fees written off as a result of the prepayments on our debt; and a $1.2 million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the twelve months ended December 31, 2021, $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and a $3.7 million net loss from currency remeasurement of our foreign operations, loan fees and other.
5.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.

                                                
SCHEDULE 3
TRANSUNION AND SUBSIDIARIES
Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)
(in millions, except per share data)

  Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
Income from continuing operations attributable to TransUnion $ 31.4  $ 31.3  $ 252.1  $ 355.5 
Discontinued operations, net of tax 15.0  986.1  17.4  1,031.7 
Net income attributable to TransUnion $ 46.4  $ 1,017.4  $ 269.5  $ 1,387.1 
Weighted-average shares outstanding:
Basic 192.7  191.7  192.5  191.4 
Diluted 193.1  193.2  193.1  193.0 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.16  $ 0.16  $ 1.31  $ 1.86 
Discontinued operations, net of tax 0.08  5.15  0.09  5.39 
Net Income attributable to TransUnion $ 0.24  $ 5.31  $ 1.40  $ 7.25 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.16  $ 0.16  $ 1.31  $ 1.84 
Discontinued operations, net of tax 0.08  5.10  0.09  5.35 
Net Income attributable to TransUnion $ 0.24  $ 5.27  $ 1.40  $ 7.19 
Reconciliation of net income attributable to TransUnion to Adjusted Net Income:
Net income attributable to TransUnion $ 46.4  $ 1,017.4  $ 269.5  $ 1,387.1 
Discontinued operations, net of tax (15.0) (986.1) (17.4) (1,031.7)
Income from continuing operations attributable to TransUnion $ 31.4  $ 31.3  $ 252.1  $ 355.5 
Adjustments before income tax items:
Stock-based compensation1
 20.3  20.9  81.1  70.1 
Mergers and acquisitions, divestitures and business optimization2
 14.3  23.2  50.7  52.6 
Accelerated technology investment3
 19.2  12.6  51.4  42.3 
Net other4
 3.8  39.7  44.3  17.7 
Amortization of certain intangible assets5
 75.6  54.4  306.7  189.3 
Total adjustments before income tax items $ 133.2  $ 150.8  $ 534.2  $ 372.0 
      Change in provision for income taxes per schedule 4 $ (13.1) $ (25.0) $ (86.2) $ (62.9)
Adjusted Net Income $ 151.6  $ 157.1  $ 700.1  $ 664.5 
Weighted-average shares outstanding:
Basic 192.7  191.7  192.5  191.4 
Diluted 193.1  193.2  193.1  193.0 
Adjusted Earnings per Share:
Basic $ 0.79  $ 0.82  $ 3.64  $ 3.47 
Diluted $ 0.78  $ 0.81  $ 3.62  $ 3.44 
    

                                                
  Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
Reconciliation of diluted earnings per share from net income attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
Net income attributable to TransUnion $ 0.24  $ 5.27  $ 1.40  $ 7.18 
Discontinued operations, net of tax (0.08) (5.11) (0.09) (5.34)
Income from continuing operations attributable to TransUnion $ 0.16  $ 0.16  $ 1.31  $ 1.84 
Adjustments before income tax items:
Stock-based compensation1
 0.11  0.11  0.42  0.36 
Mergers and acquisitions, divestitures and business optimization2
 0.07  0.12  0.26  0.27 
Accelerated technology investment3
 0.10  0.07  0.27  0.22 
Net other4
 0.02  0.21  0.23  0.09 
Amortization of certain intangible assets5
 0.39  0.28  1.59  0.98 
Total adjustments before income tax items $ 0.69  $ 0.78  $ 2.77  $ 1.93 
Change in provision for income taxes per schedule 4 $ (0.07) $ (0.13) $ (0.45) $ (0.33)
Adjusted Diluted Earnings per Share $ 0.78  $ 0.81  $ 3.62  $ 3.44 

As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below.
1.Consisted of stock-based compensation, including amounts which are cash settled.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
For the three months ended December 31, 2022, $7.7 million of Neustar integration costs; $4.6 million loss on the impairment of a Cost Method investment; $2.4 million of acquisition expenses; $0.4 million adjustment to the fair value of a put option liability related to a minority investment; and $(0.8) million of reimbursements for transition services related to divested businesses, net of separation expenses.
For the twelve months ended December 31, 2022, $33.1 million of Neustar integration costs; $23.7 million of acquisition expenses; $4.6 million loss on the impairment of a Cost Method investment; $(6.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; a $(3.4) million gain related to a government tax reimbursement from a recent business acquisition; and a $(0.6) million adjustment to the fair value of a put option liability related to a minority investment.
For the three months ended December 31, 2021, $27.7 million of acquisition expenses; $9.1 million of Neustar integration costs; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; and a $(1.1) million reimbursement for transition services related to divested businesses, net of separation expenses.
For the twelve months ended December 31, 2021, $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment.
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
4.Net other consisted of the following adjustments:
For the three months ended December 31, 2022, a $1.0 million net loss from currency remeasurement of our foreign operations and other.
For the twelve months ended December 31, 2022, a $28.4 million net increase in certain legal and regulatory expenses; $9.3 million of deferred loan fees written off as a result of the prepayments on our debt; and a $6.6 million net loss from currency remeasurement of our foreign operations and other.
For the three months ended December 31, 2021, a $21.6 million for certain legal and regulatory expenses; $17.4 million of deferred loan fees written off as a result of the prepayments on our debt; and $0.7 million of net other consisting of net losses from currency remeasurement of our foreign operations and other.

                                                
For the twelve months ended December 31, 2021, $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and $2.0 million of net other consisting of net losses from currency remeasurement of our foreign operations and other.
5.Consisted of amortization of intangible assets from our 2012 change in control transaction and amortization of intangible assets established in business acquisitions after our 2012 change in control transaction.

                                                
SCHEDULE 4
TRANSUNION AND SUBSIDIARIES
Adjusted Provision for Income Taxes, Effective Tax Rate and Adjusted Effective Tax Rate (Unaudited)
(dollars in millions)
  Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
Income from continuing operations before income taxes $ 71.2  $ 50.7  $ 387.2  $ 501.4 
Total adjustments before income tax items from schedule 3 133.2  150.8  534.2  372.0 
Noncontrolling interest portion of Adjusted Net Income adjustments —  —  —  (2.0)
Adjusted income from continuing operations before income taxes $ 204.4  $ 201.5  $ 921.4  $ 871.4 
Reconciliation of provision for income taxes to Adjusted Provision for Income Taxes
Provision for income taxes (35.8) (16.3) (119.9) (130.9)
Adjustments for income taxes:
Tax effect of above adjustments1
 (34.1) (29.2) (116.8) (69.4)
Eliminate impact of excess tax benefits for stock-based compensation 0.6  (2.2) (5.0) (10.8)
Other2
 20.4  6.5  35.6  17.3 
Total adjustments for income taxes $ (13.1) $ (25.0) $ (86.2) $ (62.9)
Adjusted Provision for Income Taxes $ (48.9) $ (41.2) $ (206.1) $ (193.8)
Effective tax rate 50.3  % 32.1  % 31.0  % 26.1  %
Adjusted Effective Tax Rate 23.9  % 20.5  % 22.4  % 22.2  %
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Tax rates used to calculate the tax expense impact are based on the nature of each item.
2.For the three months ended December 31, 2022, $18.4 million of valuation allowances related to prior periods; $4.7 million of deferred tax rate adjustments; and $(3.1) million of return to provision and audit adjustments related to prior periods; and $0.5 million of other adjustments.
For the twelve months ended December 31, 2022, $25.7 million of valuation allowances related to prior periods; $6.7 million of deferred tax rate adjustments; $(0.3) million of return to provision and audit adjustments related to prior periods; $3.6 million of other adjustments.
For the three months ended December 31, 2021, $7.7 million of deferred tax rate adjustments; $7.0 million of return to provision and audit adjustments related to prior periods; $(4.5) million of valuation allowances; and $(3.7) million of other adjustments.
For the twelve months ended December 31, 2021, $29.3 million of deferred tax rate adjustments; $(5.4) million of return to provision and audit adjustments related to prior periods; $(4.5) million of valuation allowances; and $(2.1) million of other adjustments.



                                                
SCHEDULE 5
TRANSUNION AND SUBSIDIARIES
Leverage Ratio (Unaudited)
(dollars in millions)


  Twelve Months Ended December 31,
2022 2021
Reconciliation of net income (loss) attributable to TransUnion to Adjusted EBITDA:
Net income (loss) attributable to TransUnion $ 269.5  $ 1,387.1 
Discontinued operations, net of tax (17.4) (1,031.7)
Income (loss) from continuing operations attributable to TransUnion $ 252.1  $ 355.5 
Net interest expense 226.2  109.2 
Provision (benefit) for income taxes 119.9  130.9 
Depreciation and amortization 519.0  377.0 
EBITDA $ 1,117.3  $ 972.5 
Adjustments to EBITDA:
Stock-based compensation1
 $ 81.1  $ 70.1 
Mergers and acquisitions, divestitures and business optimization2
 50.7  52.6 
Accelerated technology investment3
 51.4  42.3 
Net other4
 46.1 19.4
Total adjustments to EBITDA $ 229.3  $ 184.4 
Consolidated Adjusted EBITDA 1,346.5  1,156.9 
Adjusted EBITDA for Pre-Acquisition Period5
 6.4  145.4 
Leverage Ratio Adjusted EBITDA $ 1,352.9  $ 1,302.3 
Total debt $ 5,670.1  $ 6,365.9 
Less: Cash and cash equivalents 585.3  1,842.4 
Net Debt $ 5,084.8  $ 4,523.5 
Ratio of Net Debt to Net income (loss) attributable to TransUnion 18.9  3.3 
Leverage Ratio6
 3.8  3.5 

As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Consisted of stock-based compensation, including amounts which are cash settled.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
For the twelve months ended December 31, 2022, $33.1 million of Neustar integration costs; $23.7 million of acquisition expenses; $4.6 million loss on the impairment of a Cost Method investment; $(6.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; a $(3.4) million gain related to a government tax reimbursement from a recent business acquisition; and a $(0.6) million adjustment to the fair value of a put option liability related to a minority investment.
For the twelve months ended December 31, 2021, $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment.
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
4.Net other consisted of the following adjustments:


                                                
For the twelve months ended December 31, 2022, $28.4 million for certain legal and regulatory expenses; $9.3 million of deferred loan fees written off as a result of the prepayments on our debt; a $6.3 million net loss from currency remeasurement of our foreign operations; $1.9 million of loan fees and of other.
For the twelve months ended December 31, 2021, $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and a $3.7 million net loss from currency remeasurement of our foreign operations, loan fees and other.
5.For years in which we made significant acquisitions, we have included a twelve-month period of adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The twelve months ended December 31, 2021 includes the eleven months of Adjusted EBITDA related to Neustar and Sontiq prior to our acquisitions in December 2021. The twelve months ended December 31, 2022 includes the three months of Adjusted EBITDA related to Argus prior to our acquisition in April 2022.
6.We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.



                                                
SCHEDULE 6
TRANSUNION AND SUBSIDIARIES
Segment Depreciation and Amortization (Unaudited)
(in millions)
  Three Months Ended December 31, Twelve Months Ended December 31,
  2022 2021 2022 2021
U.S. Markets $ 89.2  $ 64.0  $ 352.5  $ 222.0 
International 31.2  32.7  126.9  132.4 
Consumer Interactive 8.5  5.4  34.8  16.8 
Corporate 1.1  1.4  4.9  5.7 
Total depreciation and amortization $ 130.1  $ 103.4  $ 519.0  $ 377.0 
As a result of displaying amounts in millions, rounding differences may exist in the table above.



                                                
SCHEDULE 7
TRANSUNION AND SUBSIDIARIES
Reconciliation of Non-GAAP Guidance (Unaudited)
(in millions, except per share data)
  Three Months Ended   March 31, 2023 Twelve Months Ended   December 31, 2023
  Low High Low High
Guidance reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion $ 33  $ 37  $ 258  $ 283 
Discontinued operations, net of tax —  —  1  1 
Income from continuing operations attributable to TransUnion $ 33  $ 37  $ 259  $ 284 
Interest, taxes and depreciation and amortization 210  211  883  890 
EBITDA $ 243  $ 248  $ 1,141  $ 1,174 
Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments1
 67  67  247  247 
Adjusted EBITDA $ 310  $ 316  $ 1,388  $ 1,421 
Net income attributable to TransUnion margin 3.6  % 4.0  % 6.7  % 7.3  %
Consolidated Adjusted EBITDA margin2
 34.2  % 34.4  % 36.3  % 36.6  %
Guidance reconciliation of diluted earnings per share to Adjusted Diluted Earnings per Share:
Diluted earnings per share $ 0.17  $ 0.19  $ 1.33  $ 1.46 
Adjustments to diluted earnings per share1
 0.56  0.56  2.13  2.13 
Adjusted Diluted Earnings per Share $ 0.73  $ 0.75  $ 3.46  $ 3.59 
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.These adjustments include the same adjustments we make to our Adjusted EBITDA and Adjusted Net Income as discussed in the Non-GAAP Financial Measures section of our Earnings Release.
2.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.




                                                

SCHEDULE 8
TRANSUNION AND SUBSIDIARIES
U.S. Markets Revenue Recast (Unaudited)
(in millions)

Since the acquisition of Neustar, Inc. (“Neustar”) on December 1, 2021, we have reflected all Neustar revenue in the Emerging Verticals within our U.S. Markets segment. Beginning in the fourth quarter 2022, we integrated the Neustar sales team into our legacy vertically-aligned sales teams, and a portion of the Neustar revenue is now included in the Financial Services vertical. We have recast the revenue reported for each vertical in U.S. Markets in the historical periods to be consistent with the fourth quarter 2022 presentation, which provides comparability among the periods. This recast has no net impact on our overall financial statements in 2022.

Three Months Ended Twelve Months Ended Three Months Ended Twelve Months Ended
(in millions) March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 December 31, 2022 December 31, 2021 December 31, 2021
Revenue:
Financial Services $ 304.2  $ 331.1  $ 323.3  $ 296.5  $ 1,255.1  $ 278.6  $ 1,090.0 
Emerging Verticals 295.7  302.3  297.8  296.3  1,192.1  201.9  701.0 
U.S. Markets $ 599.9  $ 633.4  $ 621.1  $ 592.8  $ 2,447.3  $ 480.5  $ 1,791.0 



EX-99.2 3 exhibit992.htm EX-99.2 exhibit992
v Fourth Quarter 2022 Earnings Chris Cartwright, President and CEO Todd Cello, CFO February 14, 2023

 
© 2023 TransUnion LLC All Rights Reserved | 2 Forward-Looking Statements This presentation 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. Factors that could cause TransUnion’s actual results to differ materially from those described in the forward- looking statements include: macroeconomic effects including the impact of inflation, and industry trends and adverse developments in the debt, consumer credit and financial services markets; the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine; the effects of the COVID-19 pandemic, including the prevalence and severity of variants; our ability to 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; 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; risks related to TransUnion’s indebtedness, including TransUnion’s ability to make timely payments of principal and interest and TransUnion’s ability to satisfy covenants in the agreements governing its indebtedness; our ability to maintain our liquidity; and other one-time events and other factors that can be found in TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2022, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on TransUnion’s website (www.transunion.com/tru) and on the Securities and Exchange Commission’s website (www.sec.gov). TransUnion undertakes 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 presentation. Non-GAAP Financial Information This investor presentation includes certain non-GAAP measures that are more fully described in Exhibit 99.1, “Press release of TransUnion dated February 14, 2023, announcing results for the quarter and year ended December 31, 2022,” under the heading ‘Non-GAAP Financial Measures,’” furnished to the Securities and Exchange Commission (“SEC”) on February 14, 2023. 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. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures for each of the periods included in this presentation are included in the Appendix at the back of this investor presentation.

 
© 2023 TransUnion LLC All Rights Reserved | 3 Economic perspectives and financial highlights Acquisition integration and transformation progress Fourth quarter 2022 financial results 1 2 3 First quarter and full-year 2023 guidance4

 
© 2023 TransUnion LLC All Rights Reserved | 4 Economic conditions across TransUnion’s markets Persistent inflation and high interest rates driving economic slowdown U.S. consumer employment remains high; however, spending moderating, delinquencies increasing and savings rates reduced Lending customers increasingly cautious given market pressures and possibility of further slowdown International emerging markets stronger than developed; attractive growth across India, Asia Pacific and Latin America, while Canada and U.K. face similar challenges as U.S.

 
© 2023 TransUnion LLC All Rights Reserved | 5 Double-digit International revenue growth, led by India, Asia Pacific, Africa and Latin America Acquisitions finished year strongly, including high- single digit revenue growth from Neustar1 Divestiture of G2, LCI and Fintellix and prepayment of $200M in debt 2% organic revenue growth excluding U.S. mortgage Organic constant currency Adjusted EBITDA margin up ~110bps and Neustar margin continuing to scale Fourth quarter 2022 highlights All revenue growth figures referenced above are organic constant currency. 1Neustar closed on 12/1/21. Q4 growth rate is comparable to its prior year performance.

 
© 2023 TransUnion LLC All Rights Reserved | 6 TransUnion delivered strong results despite a softening macro environment 7% organic revenue growth excluding mortgage impact with double-digit growth in U.S. Financial Services and International1 Strong organic Adjusted EBITDA margins due to revenue flow-through and proactive cost management Prudent capital deployment: attractive entry multiple for Argus post-divestitures along with $600M of debt prepayment 2022 highlights: 1Revenue growth is organic constant currency.

 
© 2023 TransUnion LLC All Rights Reserved | 7 Neustar enters 2023 with increasing momentum Financial results ► Q4 2022: 8% revenue growth with Adjusted EBITDA margin ~28% ► 2022: 6% revenue growth with Adjusted EBITDA margin ~26.5% ► 2023F: High-single digit revenue growth with Adjusted EBITDA margin improving to ~32% • All three product lines contributed to Q4 revenue growth, including ~9% Marketing growth – TransUnion and Neustar marketing solutions combined generated ~$300M revenues in 2022, up ~10% – Trusted Call Solutions (2018 launch) scaled to ~$50M revenues • Accelerating 2023 growth outlook, driven by strong sales results and increased cross-selling across verticals – ~80% of revenue is subscription-based or highly recurring transactional revenue • >$80M cost synergies target, up from prior >$70M – On track for margins to scale to ~40% by 2025 *Neustar closed on 12/1/21. Q4 and FY 2022 growth rates are comparable to its prior year performance.

 
© 2023 TransUnion LLC All Rights Reserved | 8 Sontiq and Argus delivered good performance • -3% revenue decline in Q4; +2% for FY 2022  In-line with expectations as Argus lapped several one-time deals in Q4 2021 • Adjusted EBITDA margin of ~23% in Q4  ~21% margin for 2022, or ~29% excluding integration costs • Completed sale of G2, LCI and Fintellix for $176M consideration • 8% revenue growth in Q4 and FY 2022  New wins and growing sales pipeline support strong 2023 growth • Adjusted EBITDA margin of ~34% in Q4  ~32% margin for 2022, or ~38% excluding integration costs • Ramping up large contract wins and integrating products to create broader suite Sontiq Argus *Sontiq closed on 12/1/21 and Argus closed on 4/8/22. Q4 and FY 2022 growth rates are comparable to its prior year performance.

 
© 2023 TransUnion LLC All Rights Reserved | 9 Global enablement platform continuing to develop, facilitating acquisition integrations Operations Doubled Global Capability Center (GCC) employees from ~1,800 to ~4,000 Rolled out sales and operations management system globally Launched GCC in Costa Rica in February 2023 Established global function under Venkat Achanta, former Neustar Chief Data & Technology Officer Consolidating TU data management, identity resolution and analytics solutions on OneID platform Data & AnalyticsSolutions Integrated Neustar solutions teams and capabilities into global operating model Consolidating marketing solutions Developing next generation integrated fraud solution Completed cloud foundation, migrated over 30 core applications and closed 8 data centers Moving 100+ applications to cloud and demising legacy infrastructure in 2023 Completing acquisition integrations Technology

 
© 2023 TransUnion LLC All Rights Reserved | 10 For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Reported ($M) Y/Y Change Revenue $902 14% Constant Currency Revenue 17% Organic Constant Currency Revenue (2)% Adjusted EBITDA $321 14% Constant Currency Adjusted EBITDA 17% Organic Constant Currency Adjusted EBITDA 1% Adjusted Diluted EPS $0.78 (4)% ►Organic constant currency revenue growth, excluding mortgage, of +2% ►Adjusted EBITDA margin of 35.6%; organic constant currency Adjusted EBITDA margin of 36.8%, up ~110bps Consolidated fourth quarter 2022 highlights

 
© 2023 TransUnion LLC All Rights Reserved | 11 Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $593 23% — (28)% (4)% Financial Services 296 6% — (17)% (10)% Emerging Verticals 296 47% — (43)% 4% Adjusted EBITDA $201 21% — (24)% (3)% U.S. Markets fourth quarter 2022 highlights ►U.S. Markets organic revenue growth (ex- mortgage) of +3% ►U.S. Financial Services organic revenue growth (ex- mortgage) of +2%, led by auto, with good growth in card; modest declines in consumer lending ►Sequential improvement in Emerging Verticals organic revenue growth rate Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.

 
© 2023 TransUnion LLC All Rights Reserved | 12 Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $141 (2)% — (11)% (13)% Adjusted EBITDA $72 3% — (8)% (5)% Consumer Interactive fourth quarter 2022 highlights ►Excluding impact from prior year one-time breach-related revenues, organic revenue declined -5% ►Direct channel revenue declined due to reduced demand for paid credit monitoring products ►Organic constant currency Adjusted EBITDA margins of 53.2%, up 440bps YoY, driven by lower advertising Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.

 
© 2023 TransUnion LLC All Rights Reserved | 13 Reported ($M) Reported Y/Y FX Impact Inorganic Impact Constant Currency Revenue $188 2% 10% — 12% Canada 32 0% 8% — 8% Latin America 28 5% 7% — 12% U.K. 48 (17)% 12% — (5)% Africa 16 2% 14% — 16% India 44 21% 12% — 33% Asia Pacific 20 23% 3% — 26% Adjusted EBITDA $82 5% 10% — 15% International fourth quarter 2022 highlights ►India revenue growth driven by consumer, commercial, fraud and direct-to-consumer ►U.K. constant currency revenue growth, excluding one-time contracts, of +3% Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.

 
© 2023 TransUnion LLC All Rights Reserved | 14 Remain committed to deleveraging; now targeting <3x Leverage Ratio over long-term • Roughly $5.7 billion of debt and $585 million cash at quarter-end • $600M in debt prepayment in 2022, including $200M in December; Leverage Ratio of ~3.8x at the end of Q4 2022 • Targeting <3.5x Leverage Ratio by end of 2023; <3.0x by end of 2024 • Committed to deleveraging and using excess cash for debt prepayment Leverage Ratio1 4.3x 3.9x 3.4x 3.1x 4.1x 3.5x 3.1x 3.5x 3.8x <3.5x <3.0x 2015 IPO 2015 2016 2017 2018 2019 2020 2021 2022 2023F 2024F 1We define Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation

 
© 2023 TransUnion LLC All Rights Reserved | 15 Maintaining ~70%/30% fixed/floating rate exposure with new swap; higher 2023 interest expense due to rising rates • 2023 net interest expense guidance assumes no additional debt prepayment or incremental debt Debt Profile (12/31/22) 2023 Interest Expense Bridge Notional ($B) Expiry Rate Term Loan Tranche Term Loan A-3 1.0 Dec’24 LIBOR + 1.75% Term Loan B-5 2.2 Nov’26 LIBOR + 1.75% Term Loan B-6 2.5 Dec’28 LIBOR + 2.25% Swaps* June 2020 1.1 Jun’25 Receive LIBOR, Pay 0.92% December 2021 1.6 Dec’26 Receive LIBOR, Pay 1.43% December 2022 1.3 Dec’24 Receive LIBOR, Pay 4.42% • ~70% of debt is currently swapped to fixed rate $226M ~$280M ~($8M) ~$50M ~$20M ~($8M) 2022 Net Interest Expense Dec'22 Debt Prepayment LIBOR Rate Swap Renewal Interest Income 2023F Net Interest Expense *Note: Rate to be received on the swaps is blended fixed rate.

 
© 2023 TransUnion LLC All Rights Reserved | 16 Reported Revenue: $908M to $917M (1)% to flat Assumed M&A contribution: ~2pt. benefit Assumed FX contribution: ~(1)pt. headwind Organic Constant Currency Revenue: (2)% to (1)% Assumed mortgage impact: ~(2)pt. headwind Organic CC Revenue ex. mortgage: Flat to +1% Adjusted EBITDA: $310M to $316M (7)% to (6)% Assumed FX contribution: ~(2)pt. headwind Adjusted EBITDA margin 34.2% to 34.4% Adjusted EBITDA margin bps change: (210)bps to (190)bps Adjusted Diluted EPS: $0.73 to $0.75 (21)% to (19)% Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. First quarter 2023 guidance ►Revenue: Toughest YoY quarterly comparison ►Adjusted EBITDA: Margin comparability impacted by lower margin profile of Argus acquisition (-90bps)

 
© 2023 TransUnion LLC All Rights Reserved | 17 Reported Revenue: $3.825B to $3.885B +3% to +5% Assumed M&A contribution: ~1pt. benefit Assumed FX contribution: ~(1)pt. headwind Organic Constant Currency Revenue: +3% to +5% Assumed mortgage impact: Minimal impact Organic CC Revenue ex. mortgage: +3% to +5% Organic Growth Assumptions • U.S. Markets up mid-single digit (both including and excluding mortgage) – Financial Services up low-single digit (both including and excluding mortgage) – Emerging Verticals up mid-single digit • International up high-single digit (constant-currency) • Consumer Interactive down low-single digit Market Assumptions ►Current slower economic conditions persist ►U.S. mortgage: Expect mid-single digit revenue growth based on mid-20s percent inquiry decline; U.S. mortgage was ~6.5% of LTM revenues. Full-year 2023 revenue guidance

 
© 2023 TransUnion LLC All Rights Reserved | 18 ►Committed to deleveraging and using excess cash for debt prepayment; however, guidance assumes no debt prepayment ►Every $100M of prepayment yields annualized interest savings of ~$7M ($0.03 EPS) Adjusted EBITDA: $1.388B to $1.421B +3% to +6% Assumed FX contribution: ~(1)pt. headwind Adjusted EBITDA margin 36.3% to 36.6% Adjusted EBITDA margin bps change: Flat to +30bps Adjusted Diluted EPS: $3.46 to $3.59 (5)% to (1)% Adjusted Tax Rate: ~23% Total D&A: ~$525M D&A ex. step-up from 2012 change in control and subsequent acquisitions: ~$225M Net Interest Expense: ~$280M CapEx: ~8% of revenue The adjusted tax rate guidance of ~23% reflects expected full year GAAP effective rate of ~21.9% plus the elimination of discrete adjustments and other items totaling ~1.1%. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Full-year 2023 Adjusted EBITDA, Adjusted Diluted EPS and other guidance

 
© 2023 TransUnion LLC All Rights Reserved | 19 Bridge to 2023 Adjusted EBITDA margin guidance *Argus is included “M&A impact” until April 2023. 36.3% 36.6% ~(25)bps ~100bps ~(45)bps 2022 Adjusted EBITDA margin Impact of Argus inorganic contribution in Q1 2023 Neustar revenue and integration benefits Revenue flow-through offset by higher variable compensation and royalty costs, and continued investment 2023 Adjusted EBITDA margin (High-End)

 
© 2023 TransUnion LLC All Rights Reserved | 20 $6.00+ Adjusted Diluted EPS $5+ billion Revenue $2+ billion Adjusted EBITDA 2025 Targets

 
© 2023 TransUnion LLC All Rights Reserved | 21 Q&A

 
© 2023 TransUnion LLC All Rights Reserved | 22 Appendices: Non-GAAP Reconciliations

 
© 2023 TransUnion LLC All Rights Reserved | 23 Adjusted EBITDA and Adjusted EBITDA Margin $ in millions Three Months Ended December 31, Twelve Months Ended December 31, 2022 2021 2022 2021 Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA: Net income attributable to TransUnion $ 46.4 $ 1,017.4 $ 269.5 $ 1,387.1 Discontinued operations, net of tax (15.0) (986.1) (17.4) (1,031.7) Income from continuing operations attributable to TransUnion $ 31.4 $ 31.3 $ 252.1 $ 355.5 Net interest expense 65.9 34.4 226.2 109.2 Provision for income taxes 35.8 16.3 119.9 130.9 Depreciation and amortization 130.1 103.4 519.0 377.0 EBITDA $ 263.1 $ 185.5 $ 1,117.3 $ 972.5 Adjustments to EBITDA: Stock-based compensation 1 $ 20.3 $ 20.9 $ 81.1 $ 70.1 Mergers and acquisitions, divestitures and business optimization 2 14.3 23.2 50.7 52.6 Accelerated technology investment 3 19.2 12.6 51.4 42.3 Net other 4 4.4 40.2 46.1 19.4 Total adjustments to EBITDA $ 58.2 $ 96.9 $ 229.3 $ 184.4 Consolidated Adjusted EBITDA $ 321.3 $ 282.4 $ 1,346.5 $ 1,156.9 Net income attributable to TransUnion margin 5.1 % 128.8 % 7.3 % 46.9 % Consolidated Adjusted EBITDA margin 35.6 % 35.8 % 36.3 % 39.1 % As a result of displaying amounts in millions, rounding differences may exist in the tables and footnotes. 1. Consisted of stock-based compensation, including amounts which are cash settled. 2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: For the three months ended December 31, 2022, $7.7 million of Neustar integration costs; $4.6 million loss on the impairment of a Cost Method investment; $2.4 million of acquisition expenses; $0.4 million adjustment to the fair value of a put option liability related to a minority investment; and $(0.8) million of reimbursements for transition services related to divested businesses, net of separation expenses. For the twelve months ended December 31, 2022, $33.1 million of Neustar integration costs; $23.7 million of acquisition expenses; $4.6 million loss on the impairment of a Cost Method investment; $(6.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; a $(3.4) million gain related to a government tax reimbursement from a recent business acquisition; and a $(0.6) million adjustment to the fair value of a put option liability related to a minority investment. For the three months ended December 31, 2021, $27.7 million of acquisition expenses; $9.1 million of Neustar integration costs; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; and a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses. For the twelve months ended December 31, 2021, $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment. 3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. 4. Net other consisted of the following adjustments: For the three months ended December 31, 2022, a $4.3 million net loss from deferred loan fees written off as a result of the prepayments on our debt, currency remeasurement of our foreign operations, loan fees and other. For the twelve months ended December 31, 2022, $28.4 million for certain legal and regulatory expenses; $9.3 million of deferred loan fees written off as a result of the prepayments on our debt; a $6.3 million net loss from currency remeasurement of our foreign operations; $1.9 million of loan fees and of other. For the three months ended December 31, 2021, $21.6 million for certain legal and regulatory expenses; $17.4 million of deferred loan fees written off as a result of the prepayments on our debt; and a $1.2 million net loss from currency remeasurement of our foreign operations, loan fees and other. For the twelve months ended December 31, 2021, $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and a $3.7 million net loss from currency remeasurement of our foreign operations, loan fees and other.

 
© 2023 TransUnion LLC All Rights Reserved | 24 Adjusted Net Income and Adjusted EPS $ in millions, except per share data Three Months Ended December 31, Twelve Months Ended December 31, 2022 2021 2022 2021 Reconciliation of net income attributable to TransUnion to Adjusted Net Income: Net income attributable to TransUnion $ 46.4 $ 1,017.4 $ 269.5 $ 1,387.1 Discontinued operations, net of tax (15.0) (986.1) (17.4) (1,031.7) Income from continuing operations attributable to TransUnion $ 31.4 $ 31.3 $ 252.1 $ 355.5 Adjustments before income tax items: Stock-based compensation 1 20.3 20.9 81.1 70.1 Mergers and acquisitions, divestitures and business optimization 2 14.3 23.2 50.7 52.6 Accelerated technology investment 3 19.2 12.6 51.4 42.3 Net other 4 3.8 39.7 44.3 17.7 Amortization of certain intangible assets 5 75.6 54.4 306.7 189.3 Total adjustments before income tax items $ 133.2 $ 150.8 $ 534.2 $ 372.0 Change in provision for income taxes $ (13.1) $ (25.0) $ (86.2) $ (62.9) Adjusted Net Income $ 151.6 $ 157.1 $ 700.1 $ 664.5 Weighted-average shares outstanding: Basic 192.7 191.7 192.5 191.4 Diluted 193.1 193.2 193.1 193.0 Adjusted Earnings per Share: Basic $ 0.79 $ 0.82 $ 3.64 $ 3.47 Diluted $ 0.78 $ 0.81 $ 3.62 $ 3.44 As a result of displaying amounts in millions, rounding differences may exist in the table and footnotes. 1. Consisted of stock-based compensation, including amounts which are cash settled. 2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: For the three months ended December 31, 2022, $7.7 million of Neustar integration costs; $4.6 million loss on the impairment of a Cost Method investment; $2.4 million of acquisition expenses; $0.4 million adjustment to the fair value of a put option liability related to a minority investment; and $(0.8) million of reimbursements for transition services related to divested businesses, net of separation expenses. For the twelve months ended December 31, 2022, $33.1 million of Neustar integration costs; $23.7 million of acquisition expenses; $4.6 million loss on the impairment of a Cost Method investment; $(6.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; a $(3.4) million gain related to a government tax reimbursement from a recent business acquisition; and a $(0.6) million adjustment to the fair value of a put option liability related to a minority investment. For the three months ended December 31, 2021, $27.7 million of acquisition expenses; $9.1 million of Neustar integration costs; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; and a $(1.1) million reimbursement for transition services related to divested businesses, net of separation expenses. For the twelve months ended December 31, 2021, $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment. 3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. 4. Net other consisted of the following adjustments: For the three months ended December 31, 2022, a $1.0 million net loss from currency remeasurement of our foreign operations and other. For the twelve months ended December 31, 2022, a $28.4 million net increase in certain legal and regulatory expenses; $9.3 million of deferred loan fees written off as a result of the prepayments on our debt; and a $6.6 million net loss from currency remeasurement of our foreign operations and other. For the three months ended December 31, 2021, a $21.6 million for certain legal and regulatory expenses; $17.4 million of deferred loan fees written off as a result of the prepayments on our debt; and $0.7 million of net other consisting of net losses from currency remeasurement of our foreign operations and other. For the twelve months ended December 31, 2021, $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million net recovery from a fraud incident that occurred in July 2019 in our Asia Pacific region; and $2.0 million of net other consisting of net losses from currency remeasurement of our foreign operations and other. 5. Consisted of amortization of intangible assets from our 2012 change in control transaction and amortization of intangible assets established in business acquisitions after our 2012 change in control transaction.

 
© 2023 TransUnion LLC All Rights Reserved | 25 Adjusted Diluted EPS Three Months Ended December 31, Twelve Months Ended December 31, 2022 2021 2022 2021 Reconciliation of diluted earnings per share from net income attributable to TransUnion to Adjusted Diluted Earnings per Share: Diluted earnings per common share from: Net income attributable to TransUnion $ 0.24 $ 5.27 $ 1.40 $ 7.18 Discontinued operations, net of tax (0.08) (5.11) (0.09) (5.34) Income from continuing operations attributable to TransUnion $ 0.16 $ 0.16 $ 1.31 $ 1.84 Adjustments before income tax items: Stock-based compensation 1 0.11 0.11 0.42 0.36 Mergers and acquisitions, divestitures and business optimization 2 0.07 0.12 0.26 0.27 Accelerated technology investment 3 0.10 0.07 0.27 0.22 Net other 4 0.02 0.21 0.23 0.09 Amortization of certain intangible assets 5 0.39 0.28 1.59 0.98 Total adjustments before income tax items $ 0.69 $ 0.78 $ 2.77 $ 1.93 Change in provision for income taxes $ (0.07) $ (0.13) $ (0.45) $ (0.33) Adjusted Diluted Earnings per Share $ 0.78 $ 0.81 $ 3.62 $ 3.44 Note: See footnote details on the previous slide.

 
© 2023 TransUnion LLC All Rights Reserved | 26 Adjusted Effective Tax Rate $ in millions Three Months Ended December 31, Twelve Months Ended December 31, 2022 2021 2022 2021 Income from continuing operations before income taxes $ 71.2 $ 50.7 $ 387.2 $ 501.4 Total adjustments before income tax items 133.2 150.8 534.2 372.0 Noncontrolling interest portion of Adjusted Net Income adjustments — — — (2.0) Adjusted income from continuing operations before income taxes $ 204.4 $ 201.5 $ 921.4 $ 871.4 Provision for income taxes (35.8) (16.3) (119.9) (130.9) Adjustments for income taxes: Tax effect of above adjustments 1 (34.1) (29.2) (116.8) (69.4) Eliminate impact of excess tax benefits for share compensation 0.6 (2.2) (5.0) (10.8) Other 2 20.4 6.5 35.6 17.3 Total adjustments for income taxes $ (13.1) $ (25.0) $ (86.2) $ (62.9) Adjusted provision for income taxes $ (48.9) $ (41.2) $ (206.1) $ (193.8) Effective tax rate 50.3 % 32.1 % 31.0 % 26.1 % Adjusted Effective Tax Rate 23.9 % 20.5 % 22.4 % 22.2 % As a result of displaying amounts in millions, rounding differences may exist in the table. 1. Tax rates used to calculate the tax expense impact are based on the nature of each item. 2. For the three months ended December 31, 2022, $18.4 million of valuation allowances related to prior periods; $4.7 million of deferred tax rate adjustments; and $(3.1) million of return to provision and audit adjustments related to prior periods; and $0.5 million of other adjustments. For the twelve months ended December 31, 2022, $25.7 million of valuation allowances related to prior periods; $6.7 million of deferred tax rate adjustments; $(0.3) million of return to provision and audit adjustments related to prior periods; $3.6 million of other adjustments. For the three months ended December 31, 2021, $7.7 million of deferred tax rate adjustments; $7.0 million of return to provision and audit adjustments related to prior periods; $(4.5) million of valuation allowances; and $(3.7) million of other adjustments. For the twelve months ended December 31, 2021, $29.3 million of deferred tax rate adjustments; $(5.4) million of return to provision and audit adjustments related to prior periods; $(4.5) million of valuation allowances; and $(2.1) million of other adjustments.

 
© 2023 TransUnion LLC All Rights Reserved | 27 Leverage Ratio See following slide for footnote details $ in millions Twelve Months Ended December 31, June 30, 2022 2021 2020 2019 2018 2017 2016 2015 2015 Reconciliation of net income (loss) attributable to TransUnion to Adjusted EBITDA: Net income (loss) attributable to TransUnion $ 269.5 $1,387.1 $ 343.2 $ 346.9 $ 276.6 $ 441.2 $ 120.6 $ 5.9 $ (24.9) Discontinued operations, net of tax (17.4) (1,031.7) (49.8) (48.0) 1.5 - - - - Income (loss) from continuing operations attributable to TransUnion 1 $ 252.1 $ 355.5 $ 293.4 $ 298.9 $ 278.1 $ 441.2 $ 120.6 $ 5.9 $ (24.9) Net interest expense 226.2 109.2 120.6 166.2 132.0 82.1 80.9 130.4 174.8 Provision (benefit) for income taxes 119.9 130.9 83.7 70.5 54.5 (79.1) 74.0 11.3 (9.5) Depreciation and amortization 519.0 377.0 346.8 338.6 306.9 238.0 265.2 278.4 272.1 EBITDA $1,117.3 $ 972.5 $ 844.5 $ 874.2 $ 771.5 $ 682.2 $ 540.7 $ 426.0 $ 412.5 Adjustments to EBITDA: Acquisition-related revenue adjustments 2 $ - $ - $ - $ 5.6 $ 28.1 $ - $ - $ - $ - Stock-based compensation 3 81.1 70.1 45.9 55.3 61.4 47.7 31.2 22.3 16.3 Mergers and acquisitions, divestitures and business optimization 4 50.7 52.6 8.5 1.1 38.7 8.5 18.5 8.0 23.6 Accelerated technology investment 5 51.4 42.3 19.3 - - - 23.3 26.9 17.8 Net other 6 46.1 19.4 35.5 29.7 17.2 9.7 23.1 43.5 22.2 Total adjustments to EBITDA $ 229.3 $ 184.4 $ 109.1 $ 91.7 $ 145.4 $ 65.9 $ 96.1 $ 100.7 $ 79.9 Consolidated Adjusted EBITDA $1,346.5 $1,156.9 $ 953.6 $ 965.9 $ 916.9 $ 748.1 $ 636.8 $ 526.7 $ 492.4 Adjusted EBITDA for Pre-Acquisition Period 7 6.4 145.4 - - 32.0 - - - - Leverage Ratio Adjusted EBITDA $1,352.9 $1,302.3 $ 953.6 $ 965.9 $ 948.9 $ 748.1 $ 636.8 $ 526.7 $ 492.4 Total debt $5,670.1 $6,365.9 $3,454.2 $3,657.0 $4,048.1 $2,464.6 $2,375.6 $2,204.6 $2,881.0 Less: Cash and cash equivalents 585.3 1,842.4 492.7 274.1 187.4 115.8 182.2 133.2 758.0 Net Debt $5,084.8 $4,523.5 $2,961.5 $3,382.9 $3,860.7 $2,348.8 $2,193.4 $2,071.4 $2,123.0 Ratio of Net Debt to Net income (loss) attributable to TransUnion 18.9 3.3 8.6 9.8 14.0 5.3 18.2 351.1 (85.3) Leverage Ratio 8 3.8 3.5 3.1 3.5 4.1 3.1 3.4 3.9 4.3

 
© 2023 TransUnion LLC All Rights Reserved | 28 As a result of displaying amounts in millions, rounding differences may exist in the table above. 1. Results prior to 2019 include our Healthcare business, which was divested in 2021. The results of the Healthcare business are classified as discontinued operations for 2019 through 2021. 2. Acquisition-related revenue adjustments consisted of certain non-cash adjustments increase revenue resulting from purchase accounting reductions to deferred revenue we record on the opening balance sheets of acquired entities. 3. Consisted of stock-based compensation, including amounts which are cash settled. 4. Mergers and acquisitions, divestures and business optimization consisted of acquisition expenses, integration costs, fair value adjustments and impairments of Cost Method investments and other M&A related costs. 5. Accelerated technology investment consisted of expenses associated with our accelerated technology investment to migrate to the cloud. 6. Net other consisted of certain legal and regulatory expenses, deferred loan fees written off as a result of the prepayment of our debt, and certain other non- operating income and expense. 7. For years in which we made significant acquisitions, we have included a twelve-month period of adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The twelve months ended December 31, 2021 includes the eleven months of Adjusted EBITDA related to Neustar and Sontiq prior to our acquisitions in December 2021. The twelve months ended December 31, 2022 includes the three months of Adjusted EBITDA related to Argus prior to our acquisition in April 2022. 8. We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above. More detailed information on footnote 2 through 6 above can be found in our reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA table included in our previously filed Annual Report on Form 10-K for each period presented in the table above, other than the trailing twelve months ended June 30, 2015. Leverage Ratio (cont.)

 
© 2023 TransUnion LLC All Rights Reserved | 29 Adjusted EBITDA and Adjusted EPS Guidance $ in millions, except per share data Three Months Ended March 31, 2023 Twelve Months Ended December 31, 2023 Low High Low High Guidance reconciliation of net income attributable to TransUnion to Adjusted EBITDA: Net income attributable to TransUnion $ 33 $ 37 $ 258 $ 283 Discontinued operations, net of tax - - 1 1 Income from continuing operations attributable to TransUnion $ 33 $ 37 $ 259 $ 284 Interest, taxes, depreciation and amortization 210 211 883 890 EBITDA $ 243 $ 248 $ 1,141 $ 1,174 Stock-based compensation, mergers, acquisitions, divestitures and business optimization-related expenses and other adjustments 1 67 67 247 247 Adjusted EBITDA $ 310 $ 316 $ 1,388 $ 1,421 Net income attributable to TransUnion margin 3.6 % 4.0 % 6.7 % 7.3 % Adjusted EBITDA margin 34.2 % 34.4 % 36.3 % 36.6 % Reconciliation of diluted earnings per share to Adjusted Diluted Earnings per Share: Diluted earnings per share $ 0.17 $ 0.19 $ 1.33 $ 1.46 Adjustments to diluted earnings per share 1 0.56 0.56 2.13 2.13 Adjusted Diluted Earnings per Share $ 0.73 $ 0.75 $ 3.46 $ 3.59 As a result of displaying amounts in millions, rounding differences may exist in the table above. 1. These adjustments include the same adjustments we make to our Adjusted EBITDA and Adjusted Net Income as discussed in the Non- GAAP Financial Measures section of our Earnings Release.